Notice of Annual Shareholders´ Meeting in InCoax Networks AB
The shareholders of InCoax Network AB (publ), Reg. No. 556794-1363, are hereby invited to attend the annual shareholders’ meeting on Thursday 13 June 2024 at 09.00 in the company’s premises at Ideon Science Park, Mobilvägen 10, Lund.
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.
Right to participate and notification
Shareholders wishing to participate in the annual shareholders’ meeting must:
- be listed in the company’s share register kept by Euroclear Sweden AB as of Tuesday 4 June 2024; and
- have given a notice of their intention to participate to the company no later than on Thursday 7 June 2024 by mail to InCoax Networks AB, Bolagsstämma, Mobilvägen 10, 223 62 Lund, Sweden or by e-mail to mats.svensson@incoax.com or by phone 073-319 24 85. When registering the notification should specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on any assistants.
Nominee registered shares
Shareholders whose shares are registered through a nominee must temporarily re-register the shares in their own name as of 4 June 2024 and should contact the bank/nominee well in advance. The nominee has the possibility to make such voting rights registration retroactively, but no later than 7 June 2024 in order for it to be taken into account in the preparation of the share register.
Proxy etc.
In case the shareholder should be represented by a proxy, the proxy must have a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also attach an up-to-date registration certificate or equivalent document for the legal entity. A template power of attorney is available at the company’s website (www.incoax.com) and will be sent to shareholders who request it and state their address.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005: 551).
The board of directors and the CEO shall, if any shareholder so requests, and the board of directors considers that this can be done without significant damage to the company, provide information on conditions that may affect the assessment of a matter on the agenda, and conditions that may affect the assessment of the company's or subsidiary's financial situation, and the company's relationship with another group company.
Proposed agenda
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination as to whether the meeting has been duly convened
- Presentation of the Annual Report and Audit Report
- Resolution on:
- adoption on the profit and loss statement and balance sheet;
- allocation of the company’s profits according to the adopted balance sheet; and
- discharge from liability for the members of the board and the CEO
- Determination of the number of board members, auditors and deputy auditors
- Determination of remuneration for the board members and the auditor
- Election of board members and auditor
- Resolution on instruction and rules of procedure for the Nomination Committee
- Resolution on authorization for the Board on issues of shares
- Closing of the meeting
Proposed resolutions
Item 2: Election of Chairman of the meeting
The Nomination Committee, consisting of Stefan Engström representing Saugatuck Invest AB, Anders Nilsson, representing Norrlandspojkarna AB, Lars Berggren, representing BLL Invest AB, and the Chairman of the board of directors, Peter Agardh, proposes that the Chairman of the board of directors, Peter Agardh, is elected as Chairman of the meeting.
Item 8 b): Resolution on allocation of the company’s profits according to the adopted balance sheet
The board of directors proposes that no dividends are paid and that total available funds are carried forward to a new account.
Item 9: Determination of the number of board members, auditors and deputy auditors
The Nomination Committee proposes that five ordinary board members should be elected until the end of the next annual shareholders’ meeting. Furthermore, the Nomination Committee proposes that one registered public accounting firm, without deputy auditor, should be elected as auditor until the end of the next annual shareholders’ meeting.
Item 10: Determination of remuneration for the board members and the auditor
The Nomination Committee proposes that remuneration to the board of directors shall be paid with SEK 200,000 to the Chairman of the board of directors (unchanged) and with SEK 150,000 to each of the other board members (unchanged). No remuneration is paid for committee work. Furthermore, the Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with standard procedures and approved invoice.
Item 11: Election of board members and auditor
The Nomination Committee proposes that Peter Agardh, Anders Nilsson, Pär Thuresson, Tobias Lennér and Filip Näsholm are re-elected as ordinary board members. Furthermore, the Nomination Committee proposes that Peter Agardh is re-elected as Chairman of the board of directors.
Information on the board members who are proposed for re-election can be found in the Annual Report and at the company’s website, www.incoax.com.
Finally, the Nomination Committee proposes re-election of the registered public accounting firm KPMG AB as auditor and that the authorized public accountant Niklas Antonsson continue as the responsible auditor.
Item 12: Resolution on instruction and rules of procedure for the Nomination Committee
The Board of Directors proposes that a Nomination Committee shall be appointed for future elections and remuneration. The Nomination Committee shall consist of four members – one representative of each of the three largest shareholders (as of the last banking day in September), as well as the Chairman of the Board. Furthermore, the Board of Directors proposes that an instruction and rules of procedure for the Nomination Committee shall apply until further notice on change is made by a shareholders’ meeting.
Item 13: Resolution on authorization regarding issues of shares
The board of directors proposes that the annual shareholders’ meeting resolves 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 46 353 040 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.
For a valid resolution, the proposal must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
The company's CEO shall be authorized to make such minor formal adjustments to the decision as may prove necessary in connection with registration with the Swedish Companies Registration Office.
Accounting documents and complete proposals
The Annual Report and the Audit Report and the complete proposals will be available at the company’s office at the Company’s registered address and at the company’s website (www.incoax.com) in due time before the Annual General Meeting and will also be sent to shareholders who request it and state their address. Copies of the documents will also be available at the meeting.
Processing of personal data
InCoax Networks AB is responsible for the processing of personal data performed by the company or its service providers in connection with the Annual General Meeting. For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Number of shares and votes in the company
As of the date of this notice to attend the annual shareholders’ meeting, the total number of shares and votes in the company amounts to 108 157 093 shares. The company does not hold any of its own shares.
___________________
Lund, May 2024
InCoax Networks AB (publ)
The board of directors
For more information:
Jörgen Ekengren, CEO, InCoax Networks AB
jorgen.ekengren@incoax.com
+46 73- 899 55 52
This information was submitted for publication, through the agency of the contact person set out above, at 8:30 CEST on May 16, 2024.
About InCoax Networks AB (publ)
InCoax Networks AB (publ) re-purposes existing property coaxial networks in fiber and fixed wireless access (FWA) extension deployments for Communication Service Providers (CSP) globally.
The technology is a high performance, future proof, reliable and cost-effective complement, that reduces installation time and improves take-up rate, to boost digital inclusion and Internet access for all.s.
To keep updated on corporate information, visit incoax.com. Vator Securities AB, tel. +46 8-5800 6599, ca@vatorsec.se, is acting as the company’s Certified Adviser.