Notice of Extraordinary Shareholders’ Meeting in InCoax Networks AB
The shareholders of InCoax Network AB, Reg. No. 556794-1363, are hereby invited to attend the extraordinary shareholders’ meeting to be held at the company’s premises at Utmarksvägen 4 in Gävle, on Thursday 13 August 2020, at 12.00 p.m.
Information regarding the coronavirus
As a precautionary measure to reduce the risk of spreading the coronavirus, the board of directors of InCoax Networks AB (“InCoax”) has decided to keep planned speeches at the shareholder’s meeting to a minimum and that no refreshments will be served. Participation at the shareholders’ meeting by members of the board of directors and management as well as the number of non-shareholders present at the shareholders’ meeting will be limited in an effort to keep the shareholders’ meeting brief and efficient, and thereby minimizing the risk of spreading the coronavirus. For shareholders who are worried about the spread of infection due to the coronavirus, we want to emphasize the possibility of not attending in person at InCoax’s shareholders’ meeting and instead appoint a proxy who can vote on their behalf or utilize the possibility to vote in advance. InCoax also encourages such solution for anyone displaying symptoms of illness, who has been in an area of infection, or who is considered to be part of a risk group. See under “Proxy etc.” and “Voting in advance” below for further information on these alternatives.
Right to participate and notification
Shareholders wishing to participate in the shareholders’ meeting must:
- partly be listed in the company’s share register kept by Euroclear Sweden AB as of Friday 7 August 2020; and
- partly have given a notice of their intention to participate to the company no later than on Friday 7 August 2020 by mail to InCoax Networks AB, att: Bolagsstämma, Utmarksvägen 4, SE-802 91 Gävle, Sweden, by e-mail to emil.bendroth@incoax.com or by telephone to +46(0)70-870 41 09. 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 the number of advisors (2 at the most).
Trustee registered shares
Shareholders, whose shares are trustee-registered through a bank or other trustee must, in order to be entitled to participate in the shareholders’ meeting, temporarily register their shares in their own name in the company’s share register kept by Euroclear Sweden AB. Such re-registration of ownership must be implemented no later than as of Friday 7 August 2020. Accordingly, shareholders must well in advance before this date request the trustee thereof.
Proxy etc.
In case the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the shareholders’ 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 present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the meeting. 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.
Voting in advance
The board of directors of InCoax has resolved that the shareholders may exercise their voting rights at the shareholders’ meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of shareholders’ meetings in companies and other associations. A special form shall be used for advance voting. The form is available on the company’s website (www.incoax.com). A shareholder who is exercising its voting right through advance voting do not need to notify the company of its attendance to the shareholders’ meeting. The advance voting form is considered as the notification of attendance to the shareholders’ meeting. The completed voting form must be submitted to InCoax no later than on Friday 7 August 2020. The completed and signed form shall be sent to the address stated under “Right to participate and notification” above. A completed form may also be submitted electronically and is to be sent to emil.bendroth@incoax.com. If the shareholder is a legal entity, a registration certificate or equivalent document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid. Further instructions and conditions are included in the form for advance voting.
Proposed agenda
0. Opening of the meeting.
1. Election of Chairman of the meeting.
2. Preparation and approval of the register of voters.
3. Approval of the agenda.
4. Election of one or two persons to confirm the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Resolution on rights issue of shares.
7. Closing of the meeting.
Proposed resolutions
Item 6: Resolution on rights issue of shares
The board of directors proposes that the extraordinary shareholders’ meeting resolves to increase the company’s share capital by not more than SEK 2,286,866.25 through the issuance of not more than 9,147,465 shares, on the following terms and conditions:
- SEK 5.25 shall be paid for each new share.
- Subscription of shares with preferential rights shall be made by exercise of subscription rights. The right to receive subscription rights for subscription of new shares with preferential rights shall vest in those who, on the record date, are registered as shareholders and thereby are allotted subscription rights in relation to their shareholding as of the record date.
- The record date for right to participate in the issue with preferential rights shall be on 20 August 2020.
- Each existing share entitles to one (1) subscription right and two (2) subscription rights entitle to subscription of one (1) new share.
- If not all shares are subscribed for by exercise of subscription rights, allotment of the remaining shares shall be made within the highest amount of the issue:
(i) firstly, to those who have subscribed for shares by exercise of subscription rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each and every one of those, who have applied for subscription of shares without exercise of subscription rights, have exercised for subscription of shares;
(ii) secondly, to those who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares the subscriber in total has applied for subscription of shares; and
(iii) thirdly, to those who have provided underwriting commitments with regard to subscription of shares, in proportion to such underwriting commitments.
To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
- Subscription of shares by exercise of subscription rights shall be made through cash payment during the time period from and including 24 August 2020 to and including 7 September 2020. Subscription of shares without exercise of subscription rights shall be made on a special application form during the same time period. Payment for shares subscribed for without exercise of subscription rights is to be made in accordance with the specific instruction in the promissory note which will be sent to those who receive allotment. As stated in section 7 below, payment from certain subscribers shall, notwithstanding the foregoing, be made through set-off. The board of directors shall have the right to prolong the time period for subscription and payment.
- The lenders that have granted loans to the company shall have the right and obligation to render payment by way of set-off against the granted loans in accordance with what is stated in the board of directors’ separate report regarding set-off. Set-off is effected through subscription.
- The new shares convey right to dividends as from the first record date for dividends occurring after the issue resolution.
- The company’s CEO shall be authorized to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
Information at the shareholders’ meeting
The board of directors and the CEO shall at the shareholders’ meeting, if any shareholder so requests and the board of director believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda.
Provision of documents
The board of directors’ complete proposal for resolution pursuant to item 6 and ancillary documents pursuant to the Swedish Companies Act (Sw. aktiebolagslagen) will be available for the shareholders at the company’s office at Utmarksvägen 4, SE-802 91 Gävle, Sweden and at the company’s website (www.incoax.com) as from no later than two weeks before the shareholders’ 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 shareholders’ meeting.
Processing of personal data
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 shareholders’ meeting, the total number of shares and votes in the company amounts to 18,294,931. The company does not hold any own shares.
____________________
Gävle in July 2020
InCoax Networks AB (publ)
The Board of Directors
This information was submitted for publication, through the agency of the contact person set out above, at 08.02 CEST on July 23, 2020.
For more information:
Jörgen Ekengren, CEO, InCoax Networks AB
jorgen.ekengren@incoax.com
+46 73- 899 55 52
About InCoax Networks AB
InCoax Networks AB (publ) is innovating the future of broadband access. InCoax MoCA Access 2.5 platform provides the next generation cost-efficient multi-gigabit Fiber Access Extension solutions to the world’s leading telecom, cable- 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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