Bulletin from the annual shareholders’ meeting in InCoax Networks AB on June 30, 2020
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Today, on June 30, 2020, the annual shareholders’ meeting was held in InCoax Networks AB. A summary of the resolutions adopted follows below. All resolutions were adopted with the required majority of votes.
Resolution on adoption of accounts and distribution of the company’s result
The annual shareholders’ meeting resolved to adopt the profit and loss statement and balance sheet. The annual shareholders’ meeting also resolved to distribute the company’s result in accordance with the proposal from the board of directors in the annual report meaning that no dividends are paid for the financial year 2019 and that total available funds of SEK 35,233,672 are carried forward to a new account.
Discharge from liability for the members of the board of directors and the CEO
The annual shareholders’ meeting resolved to discharge the members of the board of directors and the CEO from liability for the financial year 2019.
Election of board members and auditor as well as remuneration for the board members and auditor
The annual shareholders’ meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Richard Tooby, Anders Nilsson, Pär Thuresson and Peter Agardh as ordinary board members and to elect Kevin Foster as new ordinary board member. Richard Tooby was re-elected as Chairman of the board of directors. Remuneration to the board of directors shall be paid with SEK 200,000 to the Chairman of the board of directors, with GBP 24,000 to the board member Kevin Foster and with SEK 100,000 to each of the other board members.
Furthermore, the annual shareholders’ meeting resolved in accordance with the proposal from the Nomination Committee to re-elect the registered public accounting firm KPMG AB as auditor and that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice. KPMG AB has informed that the authorized public accountant Mikael Larsson will continue to be appointed as the responsible auditor.
Resolution on amendment of the Articles of Association
The annual shareholders’ meeting resolved in accordance with the proposal from the board of directors to amend §1 in the Swedish version of the Articles of Association so that “firma” is replaced with “företagsnamn”, §§ 4-5 so that the limits for the share capital and number of shares in the company are amended, and §8 so that the provision, due to an anticipated upcoming legislative change, does not stipulate on which date the record date shall occur.
Resolution on authorization regarding issues
The annual shareholders’ meeting resolved in accordance with the proposal from the board of directors to authorize the board of directors, up until the next annual shareholders’ meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to resolve on issues of shares, convertibles and/or warrants. The reason for why a deviation from the shareholders’ preferential rights should be possible is to enable the company to source working capital, to be able to execute acquisitions of companies or operating assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances. The total number of shares that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 7,840,685 shares, which corresponds to a dilution of approximately 30 per cent calculated on the current number of shares. In case the authorization is used for a new issue with deviation from the shareholders’ preferential rights, the issue shall be made on market terms.
Resolution on implementation of a long-term incentive program for employees
The annual shareholders’ meeting resolved in accordance with the proposal from the board of directors to implement a long-term incentive program for certain senior executives and key persons in the company based on issue of warrants.
The warrant program shall comprise a maximum of 800,000 warrants. Each warrant shall entitle to subscription of one new share in the company for a subscription price per share corresponding to 200 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for shares in the company during the period from and including 1 July 2020 to and including 15 July 2020. Subscription of shares by virtue of the warrants may be effected as from 1 July 2023 up to and including 31 July 2023.
The warrants shall be issued to the fair market value of the warrants at the time of subscription, which shall be determined by an independent valuation institute in accordance with the Black & Scholes valuation formula.
The overall reason for the implementation of the warrant program and the deviation from the shareholders’ preferential rights are to be able to create possibilities for the company to retain competent staff by offering a long-term ownership engagement for employees. Such long-term ownership engagement is expected to contribute to an increased alignment of interests between the participants and the shareholders, and also promote a long-term commitment to the company’s development. Since the warrants in the warrant program will be transferred to the participants at the fair market value, the company’s assessment is that the company will not incur any social costs in relation to the warrant program. The costs related to the warrant program will hence only be composed of limited costs for implementation and administration of the program.
In case all warrants issued within the warrant program are utilized for subscription of new shares, a total of 800,000 new shares will be issued, which corresponds to a dilution of approximately 4.19 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under the warrant program.
Resolution on implementation of a long-term incentive program for the board member Kevin Foster
The annual shareholders’ meeting resolved in accordance with the proposal from the Nomination Committee to implement a long-term incentive program for the newly elected board member Kevin Foster based on issue of warrants.
The warrant program shall comprise a maximum of 200,000 warrants. Each warrant shall entitle to subscription of one new share in the company for a subscription price per share corresponding to 200 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for shares in the company during the period from and including 1 July 2020 to and including 15 July 2020. Subscription of shares by virtue of the warrants may be effected as from 1 July 2023 up to and including 31 July 2023.
The warrants shall be issued to the fair market value of the warrants at the time of subscription, which shall be determined by an independent valuation institute in accordance with the Black & Scholes valuation formula.
The Nomination Committee considers that a share-based incentive program is an important part of a competitive remuneration package in order to attract, retain and motivate an internationally qualified board member of the company and to stimulate the board member to perform his utmost in order to maximize value creation for all shareholders. Therefore, the Nomination Committee considers that the proposed warrant program will increase Kevin Foster’s commitment to the company’s operations, strengthen the loyalty to the company and be beneficial for the company as well as its shareholders. Since the warrants in the warrant program will be transferred to the participants at the fair market value, the company’s assessment is that the company will not incur any social costs in relation to the warrant program. The costs related to the warrant program will hence only be composed of limited costs for implementation and administration of the program.
In case all warrants issued within the warrant program are utilized for subscription of new shares, a total of 200,000 new shares will be issued, which corresponds to a dilution of approximately 1.08 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under the warrant program.
Resolution on approval of loan agreement with Saugatuck Invest AB
The annual shareholders’ meeting resolved in accordance with the proposal from the board of directors to approve a loan agreement with Saugatuck Invest AB regarding a SEK 5,000,000 loan which was entered into within the framework of a bridge financing amounting to in total SEK 15,000,000. Saugatuck Invest AB is wholly owned by Peter Agardh, who is a board member of the company. Therefore, Saugatuck Invest AB is therefore considered as a related party to the company in accordance with the Swedish Securities Council’s statement in AMN 2019:25.
Gävle on June 30, 2020
InCoax Networks AB (publ)
This information was submitted for publication, through the agency of the contact person set out above, at 13:00 CEST on June 30, 2020.
For more information:
Jörgen Ekengren, CEO, InCoax Networks AB
jorgen.ekengren@incoax.com
+46 73-899 55 52
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About InCoax Networks AB
InCoax Networks AB (publ) is innovating the future of broadband access. In:xtnd™ provides the nextgeneration smart and sustainable networking solutions to the world’s leading telecom and broadband service providers. To keep updated on corporate information, visit incoax.com. Augment Partners AB, tel. +46 8-505 651 72 info@augment.se, is acting as the company’s Certified Adviser.
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