NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN EWPG HOLDING AB (PUBL)

The shareholders in EWPG Holding AB (publ), reg. no. 559202-9499, are hereby given notice to attend the annual general meeting at 16.00 CET on 26 June 2020 through advance voting. Attendance at the meeting is only possible via postal ballot.

N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the annual general meeting, available for download at https://ecowavepower.com. In case of any discrepancies between the Swedish and English language versions, the Swedish version shall prevail.

 
Information in relation to the corona virus (COVID-19)

In view of the recent developments of the spread of the corona virus (COVID-19), the board of directors has, in accordance with section 20 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations resolved to prohibit shareholders from participating in person or by proxy at the annual general meeting held on 26 June 2020. Shareholders may however influence the meeting by postal voting in accordance with the below.

Advance voting

The shareholders may exercise their voting rights at the general meeting by voting in advance, so called 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. Be advised that this is the only possible way to attend and vote at the annual general meeting held 26 June 2020.

A special form shall be used for advance voting. The form is available on the Company’s website, www.ecowavepower.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.

The completed voting form must be submitted to the Company no later than on 25 June 2020. The completed and signed form shall be sent to the address Strandvägen 7A, 114 56 Stockholm, Sweden. A completed form may also be submitted electronically and is to be sent to: andreas@ecowavepower.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.

To be able to vote in advance shareholders must be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is 19 June 2020. Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the register of shareholders kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of 19 June 2020, at which time the register entry must have been made, since 19 May 2020 is Midsummer Eve such register entry must be completed at 18 June 2020 at the latest. Personal data collected from the register of shareholders kept by Euroclear Sweden AB will be used for registration, preparation of register of voters for the meeting and, where applicable, minutes of the meeting.

The advance voting form (postal ballot) gives shareholders the opportunity to vote for an agenda item to be raised at a future shareholders’ meeting instead. In order for a resolution (item on the proposed agenda) to be postponed to a future shareholders’ meeting, it is required that owners of at least one tenth of all shares in the Company request it. In such cases, the Board of Directors shall determine the date of the future shareholders’ meeting, at which shareholders shall be allowed to participate in person and by proxy.

Further instructions and conditions is included in the form for advance voting.

About the meeting
The annual general meeting will be held on 26 June 2020, CET 16.00 at Setterwalls Advokatbyrås premises at Sturegatan 10, Stockholm. Shareholders may not attend in person or by proxy, physical presence at the meeting will be limited to persons that is required in order to carry out the general meeting (e.g. chairman of the meeting, keeper of the minutes and someone to attest the minutes). The board of directors has appointed attorney Marcus Nivinger to open the annual general meeting.

Proposed agenda

1.             Election of the chairman of the meeting;

2. Preparation and approval of the voting list;
3. Election of one or two checkers;
4. Approval of the agenda;
5. Determination that the meeting has been duly convened;
6. Presentation of the submitted annual report and the  auditor’s report and, where appropriate, consolidated financial statements and the consolidated auditor’s report;
7. Resolution regarding:  

1. Adoption of the income statement and balance sheet, and where appropriate consolidated income statement and consolidated balance sheet;
2. Appropriation of the company’s profit or loss pursuant to the adopted balance sheet; and
3. Discharge of the members of the Board of Directors and the managing directors from liability;

8. Determination of remuneration to members of the Board of Directors and auditors;   
9. Election of the Board of Directors and auditors and alternate auditors;
10. Resolution on directed issue of warrants (Long term incentive program 2020/2024:A (“LTIP”)) to the Company and/or Subsidiary for transfer to employees within the incentive program;
11. Resolution on directed issue of warrants (Long term incentive program 2020/2024:B (“LTIP”)) to the Company and/or Subsidiary for transfer to members of the board of directors and certain consultants within the incentive program;
12. Resolution on changes in the Articles of Association (including wording of the right to participate in shareholders’ meetings);
13. Resolution on changes in the Articles of Association (including layout); and
14. Closing of the meeting.

Proposed resolutions presented by the board of directors

Item 1: Election of chairman of the meeting

The board of directors proposes that attorney Marcus Nivinger is elected chairman of the meeting.

Item 3: Election of one or two checkers
The board of directors proposes that the minutes of the meeting shall be attested by one checker whereby Elin Ipsonius (Setterwalls Advokatbyrå) is proposed to be the checker of the minutes.

Item 7 b: Appropriation of the company’s profit or loss pursuant to the adopted balance sheet
The board of directors proposes that the company’s losses is allocated in accordance with the board of directors proposal in the annual report. No dividend will be paid to the shareholders for the financial year of 2019.

Item 10: Resolution on directed issue of warrants (Long term incentive program 2020/2024:A (“LTIP”)) to the Company and/or Subsidiary for transfer to employees within the incentive program

The board of directors in EWPG Holding AB (publ), reg. no. 559202-9499 (the “Company"), proposes that the annual general meeting resolves to implement a long term incentive program (“LTIP”) by an issue of warrants including approval of transfer of warrants on the terms and conditions set out below (“Long term incentive program 2020/2024:A”). The warrants shall entail the right to subscribe for new shares in the Company. The warrants also apply to the terms and conditions, including the subscription price and the period within which the warrants may be exercised, as set out in the board’s complete proposal.

Background

This proposal on implementation of a LTIP and the issue of warrants has been presented as the board of directors considers it important and in the interests of all shareholders to facilitate participation for employees, including consultants, regarding the Company's and the group's development and ensure that these individuals share the goal of generating value-adding growth. It is also important to justify continued employment and assignments. The board therefore proposes that the annual general meeting decide on the issue of warrants as follows below.

Terms for the issue

1.         The Company shall issue not more than 1,055,845 warrants. Each warrant entitle the holder to subscribe for one (1) share in the Company, each with a quotient value of SEK 0.02, and upon full exercise of the warrants the Company's share capital may thus increase by SEK 21,116.9 (provided that no re-calculation has been made at the time of exercise of the warrants which may affect the increase in share capital as a result of the proposed terms for the warrants).

2.          The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by the Company or its subsidiary Eco Wave Power Ltd., reg. no. 514593722 (the "Subsidiary") (together the "Group"), after which the Company/Subsidiary shall transfer the warrants to employees (including consultants) of the Group (the "Participants").

3.          The Company’s/Subsidiary's subscription of the warrants shall be made on a special subscription list within five (5) calendar days from the date of the general meeting that resolves on the issue. The Board shall have the right to extend the subscription period.

4.          The warrants are issued without consideration (i.e. free of charge) to the Company/Subsidiary. The warrants are transferred free of charge to the employees.

5.          The warrants may be exercised for subscription of new Shares during the period from and including 26 June 2024 until and including 31 December 2024. The maturity is thus about four (4) years from the date of issue. The warrants may not be exercised for subscription of new shares during the so called “closed periods” according to the EUs Market Abuse Regulation, or otherwise in violation with applicable rules regarding insider information (including the Company’s own guidelines in this regard). Any warrants that have not been exercised for subscription of shares as of 31 December 2024 will expire.

6.          Each warrant shall entitle the warrant holder to subscribe for one new share in the Company at a subscription price per share amounting to SEK 0.02.

7.          The new shares entitle the holder to a dividend as from the record date closest after the new shares have been registered in a securities account.

8.          The warrants shall be transferred to the Participants in accordance with instructions issued by the board of directors in accordance with the guidelines stated below.

9.          For the warrants certain conditions shall apply, amongst other things customary re-calculation terms.

Guidelines for the Company’s/Subsidiary’s transfer of warrants

The warrants shall be offered for the acquisition to the Participants.

The board of directors shall decide which persons that shall receive warrants. Members of the board of directors are not allowed to participate.

Allocation of warrants to Participants outside Sweden shall - where applicable - be dependent on fiscal effects, that there are no legal obstacles and that the board considers that such allocation can be made with reasonable administrative and financial resources.

The Company may allow the Participant in the LTIP to exercise their warrants through a cashless exercise that the Company deems fitting, including but not limited to loan-financed exercise of the warrants.

Reasons for the deviation from the shareholders’ preferential rights

The reason for the deviation from the shareholders' preferential rights is to create involvement for the Participants in terms of the Company's and the Group's development and to ensure that these individuals share the goal of generating value-adding growth, and to motivate continued employment and assignments.

The warrants are proposed to be issued to the company and/or its subsidiaries for transfer to Participants in the LTIP.

Dilution, costs etc.

The company has a total share capital of SEK 703,896.88 divided into a total of 35,194,844 shares. Each share entitles to one vote in the Company. There are no outstanding share related incentive programs or instruments in the Company.

When fully exercised the warrants under this proposal will lead to 1,055,845 new shares being issued in the Company (with reservation for potential re-calculations in accordance with customary terms for the warrants), resulting in a dilution of approximately 2.91 per cent as far as the Company's share capital and voting rights/number of shares are concerned. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise.

Upon full exercise of the warrants under this proposed LTIP for employees and full exercise of the warrants under the shareholders’ proposed incentive program for the board of directors and consultants (both incentive programs to be treated at the annual general meeting of 2020) a total of 1,583,767 new shares will be issued in the Company, resulting in a dilution of approximately 4.3 per cent as far as the Company’s share capital is concerned, as well as total share/voting rights. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in both incentive programs in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise in both incentive programs.

No special social security fees are expected to arise for the Group. However, it should be noted that applicable tax procedures in different jurisdictions could be altered. The external costs that arise as a result of the LTIP are mainly costs for valuation, advice and for registration and practical management of the program. Ongoing costs for administration and other costs are marginal.

The LTIP is expected to have a limited effect on the Company’s key performance indicators.

Warrant agreements

All warrants will be regulated by warrant agreements which will be entered into between each Participant and the Company. The warrants will contain customary conditions for such agreements, whereby some differences may occur due to national legal requirements.

Preparation of the proposal

The proposed LTIP has been prepared by the board of directors in consultation with external advisors and after consultations with certain major shareholders. The final proposal has been submitted by the board of directors.

Miscellaneous

It is proposed that the annual general meeting resolve to adopt the LTIP described above and decide on the issue of warrants on the above terms including approval of the Company's/Subsidiary's transfer of warrants to the Participants.

The Board of Directors, or a person appointed by the board of directors, shall have the right to make the minor adjustments required to register the resolution, and the board of directors shall have the right to make the minor adjustments required in the LTIP in order to be conformal with applicable foreign laws and regulations.

Item 12: Resolution on changes in the Articles of Association (including wording of the right to participate in shareholders’ meetings)

The below change to the articles of association is proposed by reason of the right to participate at the general meeting being regulated by the Swedish Companies Act (2005: 551) and therefore does not need to be part of the articles of association, and that an expected legislative change in 2020 will lead to the current wording being contrary to law. The board of directors therefore proposes that the writing in the 8 clause in the articles of association is amended in accordance with the following:

Item 13: Resolution on changes in the Articles of Association (including layout)

Changes to the Articles of Association is proposed to improve the layout and the readability of the Articles of Association. The changes concern clause 9 in Articles of Association in accordance with the below:

Proposed resolutions presented by shareholders

Item 8: Determination of remuneration to members of the Board of Directors and auditors

The shareholders proposes that the fees to the board of directors, until the end of the next annual general meeting, shall amount to SEK 300,000 to the chairman of the board of directors and SEK 200,000 to each ordinary member of the board of directors, with the exception of Inna Braverman who will receive no board fee. The shareholders proposes that the fees to the company’s auditor be paid in accordance with pre-approved price quote and invoices.

Item 9: Election of the Board of Directors and auditors and alternate auditors

The shareholders propose that the board of directors, until the end of the annual general meeting held 2021, shall consist of four (4) ordinary members of which one is to be appointed chairman and without deputy board members. Furthermore, it is proposed that one registered accountant firm is appointed as auditor.

The shareholders proposes re-election of Mats Andersson, Elias Jacobson, David Leb and Inna Braverman until the end of the next annual general meeting. Furthermore, it is proposed that Mats Andersson is re-elected as chairman of the board of directors. Information about the proposed members of the board will be available at the company’s website www.ecowavepower.com.

The auditing company Ernst & Young Aktiebolag (E&Y) is proposed to be re-elected as auditor. The auditor has notified that Nils Andreas Nyberg will continue as chief auditor.

Item 11: Resolution on directed issue of warrants (Long term incentive program 2020/2024:B (“LTIP”)) to the Company and/or Subsidiary for transfer to members of the board of directors and certain consultants within the incentive program

Shareholders in EWPG Holding AB (publ), reg. no. 559202-9499 (the “Company"), proposes that the annual general meeting resolves to implement a long term incentive program (“LTIP”) by an issue of warrants, including approval of transfer of the warrants as set out below (“Long term incentive program 2020/2024:B”). The warrants shall entail the right to subscribe for new shares in the Company. The warrants also apply to the terms and conditions, including the subscription price and the period within which the warrants may be exercised, as set out in the shareholders’ complete proposal.

Background

This proposal on implementation of a LTIP and the issue of warrants has been presented as some of the shareholders (the “Shareholders”) considers it important and in the interests of all shareholders to facilitate participation for the board of directors and certain external consultants regarding the Company's and the Group's development and ensure that these individuals share the goal of generating value-adding growth. It is also important to justify continued assignments. The Shareholders therefore proposes that the annual general meeting decide on the issue of warrants as follows below.

Terms for the issue

1.          The Company shall issue not more than 527,922 warrants. Each warrant entitle the holder to subscribe for one (1) share in the Company, each with a quotient value of SEK 0.02, and upon full exercise of the warrants the Company's share capital may thus increase by SEK 10,558.44 (provided that no re-calculation has been made at the time of exercise of the warrants which may affect the increase in share capital as a result of the proposed terms for the warrants).

2.          The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by the Company or its subsidiary Eco Wave Power Ltd., reg. no. 514593722 (the "Subsidiary") (together the "Group"), after which the Company/Subsidiary shall transfer the warrants to members of the Company’s Board (not including Inna Braverman and David Leb) and to certain external consultants hired by the Company (the "Participants").

3.          The Company’s/Subsidiary's subscription of the warrants shall be made on a special subscription list within thirty (30) calendar days from the date of the general meeting that resolves on the issue.

4.         The warrants are issued without consideration (i.e. free of charge) to the Company/Subsidiary. The premium, upon transfer of the warrants, shall correspond to the market value of the warrants calculated by an independent expert using an accepted valuation method (Black & Scholes valuation formula). Thus, for the warrants that the Company/Subsidiary transfers to the Participants, the Participants shall pay a premium corresponding to the market value of the warrants at the respective transfer date.

5.          The warrants may be exercised for subscription of new shares during the period from and including 26 June 2024 until and including 31 December 2024. The maturity is thus about four (4) years from the date of issue. The warrants may not be exercised for subscription of new shares during the so called “closed periods” according to the EUs Market Abuse Regulation, or otherwise in violation with applicable rules regarding insider information (including the Company’s own guidelines in this regard). Any warrants that have not been exercised for subscription of shares as of 31 December 2024 will expire.

6.          Each warrant shall entitle the warrant holder to subscribe for one new share in the Company at a subscription price per share amounting to SEK 9.38.

7.          The new shares entitle the holder to a dividend as from the record date closest after the new shares have been registered in a securities account.

8.          The warrants shall be transferred to the Participants in accordance with what is stated below.

9.          For the warrants certain conditions shall apply, amongst other things customary re-calculation terms.

Guidelines for the Company’s/Subsidiary’s transfer of warrants

The warrants shall be offered for the acquisition to the Participants.

Allocation of warrants to Participants outside Sweden shall – where applicable – be dependent on fiscal effects, that there are no legal obstacles and that such allocation can be made with reasonable administrative and financial resources.

Participants may exercise their warrants through a so called “cashless-exercise”, whereby a lower number of shares can be subscribed for at a strike price corresponding to the share’s quota value.

Reasons for the deviation from the shareholders’ preferential rights

The reason for the deviation from the shareholders' preferential rights is to create involvement for the Participants in terms of the Company's and the Group's development and to ensure that these individuals share the goal of generating value-adding growth, and to motivate continued assignments.

The warrants are proposed to be issued to the Company and/or its Subsidiary for subsequent transfer to the Participants of the LTIP.

Dilution, costs etc.

The company has a total share capital of SEK 703,896.88 divided into a total of 35,194,844 shares. Each share entitles to one vote in the Company. There are no outstanding share related incentive programs or instruments in the Company.

When fully exercised the warrants under this proposal will lead to 527,922 new shares being issued in the Company (with reservation for potential re-calculations in accordance with customary terms for the warrants), resulting in a dilution of approximately 1.47 per cent, as far as the Company's share capital and voting rights/number of shares are concerned. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise.

Upon full exercise of the warrants under this proposed LTIP for the board of directors and consultants and full exercise of the warrants under to the board of directors’ proposed incentive program for the employees (both incentive programs to be treated at the annual general meeting of 2020) a total of 1,583,767 new shares will be issued in the Company, resulting in a dilution of approximately 4.3 per cent as far as the Company’s share capital is concerned, as well as total share/voting rights. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in both incentive programs in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise in both incentive programs.

Due to the fact that the warrants will be acquired at market price in accordance with an established valuation model, no special social security fees are expected to arise for the Group. However, it should be noted that applicable tax procedures in different jurisdictions could be altered. The external costs that arise as a result of the LTIP are mainly costs for valuation, advice and for registration and practical management of the program. Ongoing costs for administration and other costs are marginal.

The LTIP is expected to have a limited effect on the Company’s key performance indicators.

Warrant agreements

All warrants will be regulated by warrant agreements which will be entered into between each Participant and the Company. The warrants will contain customary conditions for such agreements, whereby some differences may occur due to national legal requirements.

Preparation of the proposal

The proposed LTIP has been prepared by the Shareholders in consultation with external advisors. No member of the Company’s board of directors has been involved in the proposal’s handling.

Miscellaneous

It is proposed that the annual general meeting resolve to adopt the LTIP described above and decide on the issue of warrants on the above terms including approval of the Company's/Subsidiary's transfer of warrants to the Participants.

The CEO, or a person appointed by the CEO shall have the right to make the minor adjustments required to register the resolution, and CEO shall have the right to make the minor adjustments required in the LTIP in order to be conformal with applicable foreign laws and regulations.

Majority requirements

The proposed implementation of an LTIP for employees and members of the board of directors by way of a directed issues of warrants, and the approval of transfer of warrants to the Participants, is governed by the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution regarding item 10 and 11 above, therefore requires that the proposals 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. For a valid resolution regarding item 12 and 13 it is required that the proposal is supported by at least 2/3 of the votes cast as well as the votes represented at the meeting.

Number of shares and votes in the company

The total number of shares and votes in the company at the time of issuance of this notice is 35,194,844. The company does not hold any of its own shares.             

Shareholders’ right to request information

Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551))and section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations the board of directors and the CEO are under a duty to, if any shareholder so requests so at the latest ten (10) days prior to the shareholders’ meeting, provide information, regarding circumstances which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence. The information shall be provided in written form at the company’s premises for shareholders at the latest five (5) days prior to the shareholders’ meeting and under the same time limitations be sent to shareholders requesting the information. The information will also be published at the company’s website, www.ecowavepower.com.

Documentation
The financial accounts, auditor’s report, complete proposals and other documents to be dealt with at the general meeting will be kept available at the company’s office not later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company’s website www.ecowavepower.com. All the above mentioned documents will also be presented at the general meeting.

_____

Stockholm, May 2020

The board of directors

For more information:
Andreas Kihlblom
Tel: +46(0)8 420 026 94
E-mail: andreas@ecowavepower.com

EWPG Holding AB (publ) in brief

Eco Wave Power is a Swedish company founded in Tel Aviv, Israel, 2011, which develops a patented, smart and cost efficient  technology to extract green energy from waves. Eco Wave Power is the only company in the field of wave energy that owns and operate a wave energy array, which is connected to the grid in accordance with a Power Purchase Agreement, PPA. EWPG Holding AB’s (ticker EWP) share is listed on Nasdaq First North in Stockholm.

EWPG Holding AB’s certified advisor is FNCA (+46 8-528 00 399, info@fnca.se).