STOCKHOLM, March 16, 2021 /PRNewswire/ -- The
shareholders in OXE Marine AB (publ), reg. no 556889-7226 (the
"Company"), are convened to the annual general meeting of
shareholders to be held on Friday 16 April
2021.
In order to reduce the risk of spreading the coronavirus, the
board of directors has resolved, in accordance with the act
(2020:198) on temporary exceptions to facilitate the execution of
general meetings in companies and other associations, that the
annual general meeting shall be held without the physical presence
of shareholders, proxies or any third parties, and that the
shareholders' voting rights may only be exercised in advance by
so-called postal voting.
Right to attend and notice
Shareholders who want to participate at the annual general
meeting must:
- be recorded as a shareholder in the share register prepared by
Euroclear Sweden AB ("Euroclear") relating to the
circumstances on 8 April 2021;
and
- notify their intention to attend the annual general meeting no
later than 15 April 2021 by
submitting their postal vote in accordance with the instructions
set forth under the header "Postal voting" below.
Nominee-registered shares
Shareholders whose shares are registered in the name of a
nominee must, in addition to notify their intention to attend the
annual general meeting, re-register their shares in their own name
so that the shareholder is recorded in the share register on
8 April 2021. Such registration may
be temporary (so-called voting right registration) and is requested
from the nominee in accordance with the nominee's procedures and in
such time in advance as the nominee determines. Voting right
registrations duly effected by the nominee no later than
12 April 2021 will be regarded in the
preparation of the share register.
Postal voting
The shareholders may exercise their voting rights at the annual
general meeting only by postal voting in accordance with section 22
of the act (2020:198) on temporary exceptions to facilitate the
execution of general meetings in companies and other associations.
A special form shall be used for the postal voting, which is
available on the Company's website. The postal vote will also
constitute the shareholder's notification of participation.
Shareholders may not provide the postal vote with any special
instructions or conditions. If so, the vote (i.e. the postal vote
in its entirety) is invalid. Further instructions and conditions
are set forth in the postal voting form.
The completed postal voting form must have been received by
Advokatfirman Lindahl no later than 15 April
2021. The form shall be sent by e-mail to
OXEAGM21@lindahl.se or by post to Advokatfirman Lindahl KB,
att. Maximilian Hansson Wallenberg,
Box 11911, 404 39 Göteborg. Shareholders who are legal entities
shall enclose a certificate of registration or equivalent
authorization document to the postal voting form.
A shareholder may request that one or several matters in the
proposed agenda is resolved to be postponed until a continued
general meeting, which may not be held solely by postal voting.
Such a continued general meeting shall be convened should the
general meeting so adopt or if shareholders representing of not
less than one-tenth of all shares in the Company so request.
Proxy
Shareholders who wish to be represented by a proxy must submit a
dated proxy form. If the proxy is executed by a legal person,
a copy of the certificate of registration or equivalent
authorization document must be enclosed. The proxy form may not be
valid for a period longer than five years from its issuance. The
original proxy form and certificate of registration should be
enclosed to the postal voting form. The Company provides a form of
proxy at request and it is also available at the Company's website,
www.oxemarine.com.
Proposed agenda
1. Opening of the general meeting and election of chairman of
the general meeting
2. Preparation and approval of the voting list
3. Election of one or several persons to verify the minutes of
the meeting
4. Determination of whether the meeting has been duly
convened
5. Approval of the agenda
6. Submission of the annual report and the auditor's report
7. Resolutions
a. regarding the adoption of the
income statement and the balance sheet;
b. regarding allocation of the
Company's result according to the adopted balance sheet; and
c. regarding the discharge from
liability for each of the members of the board of directors and the
managing director
8. Determination of remuneration to the board of directors and
the auditor
9. Election of board of directors
10. Election of auditor
11. Resolution on principles for appointment of nomination
committee
12. Resolution on authorization for the board of directors to
issue new shares, warrants and/or convertibles
13. Resolution to implement a long-term incentive program
14. Close of the general meeting
The Nomination Committee's proposals
At the annual general meeting on 22 May
2020, it was resolved to adopt principles for the
appointment of a nomination committee for the annual general
meeting of 2021. In accordance with the adopted guidelines the
nomination committee consists of Per Lindberg (chairman),
Arne Andersson, Theodor Jeansson and
Jonas Wikström, where Per Lindberg
and Arne Andersson represented
themselves, while Theodor Jeansson and Jonas Wikström represented
shareholder TAMT AB. The proposals of the nomination committee are
as follows:
1.
Item1 - Election of chairman of the general meeting
The nomination committee proposes that attorney-at-law
Mikael Mellberg is elected as chairman of the general
meeting.
1. 1.
Item 3 - Election of one or several persons to verify the
minutes of the meeting
The nomination committee proposes that Arne Andersson is elected to verify the minutes
of the general meeting.
1. 1.
Item 8 - Determination of renumeration to the board of
directors and the auditor
The nomination committee proposes that the renumeration to the
board shall be paid as follows:
- SEK 340,000 to the chairman of
the board (SEK 300,000); and
- SEK 170,000 to each of the other
board members (SEK 150,000).
If the general meeting resolves in accordance with the
nomination committee's proposal under item 9, the total
renumeration to the board will be SEK
1,020,000. The proposal means that the total renumeration is
reduced by SEK 30,000 compared to the
previous year.
It is proposed that the renumeration to the auditor is paid
according to approved notice.
1. 1.
Item 9 - Election of board of directors
According to the Company's articles of association, the board of
directors shall consist of no less than three and no more than ten
ordinary members and no more than five deputy members. The
nomination committee proposes that, until the next annual general
meeting, the board shall consist of five ordinary members and no
deputy members.
It is proposed that Anders Berg,
Jon Lind, Magnus Folin and Mikael
Mellberg are re-elected as ordinary members of the board and
that Jonas Wikström is elected as a new ordinary board member.
Jonas Wikström, born 1972, has a financial background, most
recently as a manager at Catella Fondförvaltning. Jonas holds a
Bachelor of Science in Business Administration from Uppsala University and is a certified financial
analyst from Stockholm School of
Economics. Jonas is the chairman of the board of directors
of Ramblin' Brands Ltd and owns 12,041,715 shares in the Company,
including shares held by related parties.
The nomination committee proposes that Anders Berg is re-elected as chairman of the
board.
1. 1.
Item 10 - Election of auditor
The nomination committee proposes that the registered auditing
company Ernst & Young AB ("EY") is re-elected as auditor
for the time up until the next annual general meeting. EY has
informed the Company that authorized public accountant Karoline
Tedevall will be auditor in charge.
1. 1.
Item 11 - Principles for appointment of nomination
committee
The nomination committee proposes that the annual general
meeting resolves to approve the following instructions on
appointment of a nomination committee for the annual general
meeting 2021:
- The nomination committee shall be convened by the chairman of
the board and shall consist of representatives of the four largest
shareholders.
- The nomination committee shall within itself appoint a
chairman.
- The names of the members of the nomination committee as well as
the shareholders they represent shall be announced as soon as they
have been appointed.
- If a shareholder, who is represented in the nomination
committee, after the announcement no longer is one of the four
largest shareholders, its representative shall resign from its
position and such shareholder that by this time is instead one of
the four largest shareholders shall be invited to nominate a
representative on the Company's nomination committee.
- Shareholders who have appointed representatives in the
nomination committee are entitled to remove such representatives
and appoint new representatives.
- If a shareholder, who is entitled to appoint a member of the
nomination committee, declines to appoint a member, this right
shall not be transferred to another shareholder.
- The nomination committee shall prepare proposals on the
following issues for resolution at the annual general meeting
2022:
-
- Chairman at the meeting;
- Board renumeration;
- Election of board members and chairman of the board;
- Election of auditor and renumeration to the auditor; and
- Principles for appointment of nomination committee for the
annual general meeting 2023.
No renumeration will be paid to the nomination committee.
However, the Company shall reimburse reasonable costs to enable the
nomination committee to carry out its assignments.
The Board of Directors' proposals
1. 1.
Item 7.b - Allocation of the Company's result according to
the adopted balance sheet
The board does not propose any dividends for the financial year
2020.
1. 1.
Item 12 - Authorization for the board of directors to issue
new shares, warrants and/or convertibles
The board of directors proposes that the general meeting
resolves to authorize the board to, at one or several occasions
during the time up until the next annual general meeting, resolve
on new issues of shares, warrants and/or convertibles. The board
shall have the right to resolve on new issues of shares, warrants
and/or convertibles with deviation from the shareholders'
pre-emption rights and/or with provisions on payment in kind, by
set-off of claims or otherwise on such terms and conditions as
referred to in Chapter 2, Section 5, second paragraph,
points 1-3 and 5, of the Swedish Companies Act.
The total increase of shares that may be issued based on or as a
result of this authorization cannot in aggregate exceed 20 percent
of the number of outstanding shares in the Company at the time of
the resolution on the issue. Issues based on the authorization
shall be made at market value, including market rate discount, if
applicable.
The board shall have the right to set the terms and conditions
for issues under this authorization as well as to decide who shall
have the right to subscribe for the new shares, warrants or
convertibles. The reasons for the board to resolve on issues with
deviation from the shareholders' pre-emption rights and/or with
provisions on payment in kind, by set-off of claims or otherwise on
such terms and conditions as referred to in Chapter 2, Section 5,
second paragraph, points 1-3 and 5, of the Swedish Companies Act
are to be able to carry out directed share issues to raise capital
to the Company and/or to strengthen the Company's financial
position.
The CEO, or a person appointed by the board of directors, shall
be entitled to make any minor amendments that may be required in
connection with registering the resolution with the Swedish
Companies Registration Office and/or Euroclear.
A resolution in accordance with this proposal requires approval
by at least two thirds (2/3) of the votes cast as well as the
shares represented at the general meeting.
1. 1.
Item 13 - Resolution to implement a long-term incentive
program
The board of directors proposes that the annual general meeting
resolves on implementation of a long-term incentive program for
senior executives by way of (i) a directed issue of warrants and
(ii) approval of transfer of warrants on the terms and conditions
set forth below. The warrants shall entitle to subscription of new
shares in the Company.
Background and reasons for the proposal
The reason for the proposal is to reward valuable senior
executives and to promote a long term shared interest between
senior executives and the Company's shareholders. These objectives
are assessed to be in line with all shareholders' interests. For
this reason, it is the board of directors' intention to, in the
coming years, propose similar long-term incentive programs to the
general meeting to resolve on.
The incentive program encompasses senior executives in the
Company (the "Participants").
The Company has previously issued warrants of series 2019:2 to
the Company's employees and consultants. According to the terms at
the time of issue, those warrants entitle to subscribe for in total
10,000,000 new shares in the Company, corresponding to a total
dilution of approx. 5 percent before utilization of any warrants of
series 2018/2039 and series 2020/2039 (warrants held by the
European Investment Bank) and approx. 4.3 percent assuming full
utilization of the warrants of series 2018/2039 and series
2020/2039. The warrants of series 2019:2 entitle to subscription
for new shares during the period between 1-31 December 2022. Other than this, there are no
equity related incentive programs outstanding in the Company.
Terms and conditions for the issue of warrants
- The Company shall issue no more than 2,100,000 warrants. Each
warrant entitles to subscription of one (1) new share in the
Company. If all warrants are subscribed, transferred to and
exercised by the Participants for subscription of new shares, the
Company's share capital will increase by SEK
62,967.70 (subject to potential recalculations in accordance
with the standard terms and conditions to be applicable in relation
to the warrants)
- The warrants may, with deviation from the shareholders'
preferential rights, only be subscribed for by the Company and/or a
subsidiary of the Company after which they are to be transferred to
the Participants in accordance with the resolution adopted by the
general meeting.
- Subscription of warrants shall be made by the Company and/or a
subsidiary of the Company on a subscription list within a month
from the general meeting's issue resolution. The board of directors
shall be entitled to prolong the subscription period.
- The warrants are issued without consideration. The amount to be
paid by the Participants when acquiring warrants shall correspond
to the theoretical market value of the warrants upon transfer,
calculated by use of the Black & Scholes valuation model.
- The warrants may be exercised for subscription of new shares
during the following subscription periods: (i) three weeks after
the date of publication of the Company's interim report for the
first quarter of 2025, (ii) three weeks after the date of
publication of the Company's interim report for the second quarter
of 2025, and (iii) three weeks after the date of publication of the
Company's interim report for the third quarter of 2025. Warrants
that have not been exercised for subscription of shares no later
than three weeks after the date of publication of the Company's
interim report for the third quarter of 2025 shall lapse.
- Each warrant shall entitle the warrant holder to subscribe for
one (1) new share in the Company at a subscription price of
SEK 6 per share (the "Exercise
Price"). The Exercise Price is three times the subscription
price for new shares in the Company's latest issue of shares, in
which the subscription period ended on 2 October 2020.
- The warrants shall be transferred to the Participants in
accordance with the principles set forth below.
- The warrants shall additionally be subject to the terms and
conditions, inter alia containing customary recalculation
conditions, set forth in Schedule A.
Allocation principles to be applied in relation to the
Participants
The Company and/or a subsidiary of the Company shall be entitled
to transfer warrants to the Participants against a premium payable
by the Participants corresponding to the theoretical market value
of the warrants as of the date of transfer, calculated by an
independent valuation agent engaged by the Company by use of the
Black & Scholes valuation model.
The board of directors of the Company shall resolve upon
allocation to Participants in accordance with the following
guidelines (new recruitments may be allocated warrants in
accordance with the same principles). No Participant may be offered
a higher number of warrants than the maximum allocation set forth
below.
Category
|
Maximal number of
warrants per Participant
|
Maximal number of
warrants within the respective category
|
CEO
(elect)
|
600,000
|
600,000
|
EVP Business
Development, Sales and Marketing (elect)
|
300,000
|
300,000
|
CFO
|
300,000
|
300,000
|
CTO
|
300,000
|
300,000
|
CMO
|
300,000
|
300,000
|
Director
Aftersales & Service
|
300,000
|
300,000
|
It is implied that transfer of the warrants is legally possible
and that such transfer, in the board of directors' opinion, can be
carried out with reasonable administrative and financial efforts at
the established market value of the warrants.
Reasons for the deviation from the shareholders' preferential
rights
Please refer to "Background and reason for proposal" above. The
warrants are proposed to be issued to the Company and/or a
subsidiary of the Company for transfer to Participants in the
incentive program.
Dilution, costs, etc.
The Company's costs related to the incentive program is expected
to be composed of minor costs for valuation, consultancy services
and costs for registration and practical management of the
program.
The total number of shares in the Company is 197,789,521 and the
Company's share capital is SEK
5,930,643.35.
Upon full subscription, transfer and exercise of the maximum
2,100,000 warrants now proposed, a total of 2,100,000 new shares
will be issued in the Company (subject to potential recalculations
in accordance with standard terms and conditions applicable to the
warrants). These new shares correspond to approx. 1 percent of the
total number of outstanding shares in the Company before
utilization of any warrants of series 2018/2039 och series
2020/2039 and approx. 0.9 percent of the total number of
outstanding shares in the Company assuming full utilization of the
warrants of series 2018/2039 och series 2020/2039.
Approval of transfer of warrants from to the
Participants
A resolution to issue warrants in accordance with this proposal
also includes an approval of the transfer of warrants to the
Participants.
Preparation of the proposal
This proposal has been prepared and presented by the board of
directors.
Majority requirements
The proposed implementation of a long-term incentive program set
out above is governed by the provisions in Chapter 16 of the
Swedish Companies Act, and a valid resolution therefore requires
that the proposal is supported by shareholders representing at
least nine-tenths (9/10) of the votes cast as well as of all shares
represented at the meeting.
Miscellaneous
The chairman of the board of directors, the managing director or
a person appointed by the board of directors shall be authorized to
make any minor adjustments required to register the resolution with
the Swedish Companies Registration Office.
Documentation
The complete proposals of the board of directors and the
nomination committee together with the annual report and the
auditor's report, as well as other documents according to the
Swedish Companies Act, will be held available at the Company's
premises with address Hortensiagatan 6, 256 68 Helsingborg and on
the Company's website in due time prior to the annual general
meeting. The documents will also be sent without charge to
shareholders who so request and inform the Company of their postal
address.
Information to shareholders
Upon the request of a shareholder, and where the board of
directors believes that so may take place without significant harm
to the Company, the board of directors and the CEO shall provide
information in respect of any circumstances which may affect the
assessment of a matter on the agenda, and any circumstances which
may affect the assessment of the Company's financial position. A
request for such information shall be sent by e-mail to
OXEAGM21@lindahl.se or by post to Advokatfirman Lindahl KB,
att. Maximilian Hansson Wallenberg,
Box 11911, 404 39 Göteborg, no later than 2
April 2021.
The information will be held available at the Company's premises
and on the Company's website no later than 7
April 2021, and will also be sent, within the same period of
time, to a shareholder who has so requested and in connection
therewith provided its postal address.
Processing of personal data
For information on the Company's processing of personal data in
connection with the annual general meeting, please refer to
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Helsingborg in March 2021
OXE Marine AB (publ)
The board of directors
Certified Adviser
FNCA Sweden AB is Certified Adviser for OXE Marine AB (publ).
Contact details to FNCA Sweden AB: tel. +46 8 528 00 399,
e-mail info@fnca.se.
For further information, please contact:
Myron Mahendra, CEO,
myron.mahendra@oxemarine.com , +46 76 347 59 82
Anders Berg, Chairman of the
board, anders.berg@oxemarine.com , +46 70 358 91 55
OXE Marine AB (publ) (NASDAQ STO: OXE, OTCQX:
CMMCF) has, after several years of development, constructed the OXE
Diesel, the world's first diesel outboard engine in the high-power
segment. The Company's unique patented engine-to-propulsion power
transmission solutions have led to high demand for the Company's
engines worldwide.
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/oxe-marine-ab/r/oxe-marine-ab--publ--convening-notice-for-annual-general-meeting,c3306536
The following files are available for download:
https://mb.cision.com/Main/16067/3306536/1386953.pdf
|
OXE MARINE AB (publ)
CONVENING NOTICE FOR ANNUAL GENERAL MEETING
|
View original
content:http://www.prnewswire.com/news-releases/oxe-marine-ab-publ-convening-notice-for-annual-general-meeting-301247984.html
SOURCE OXE Marine AB