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 Tuesday 10 November 2020, at 12.00 p.m.

 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.

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 Monday 2 November 2020; and
• partly have given a notice of their intention to participate to the company no later than on Wednesday 4 November 2020 by mail to InCoax Networks AB, att: Bolagsstämma, Utmarksvägen 4, SE-802 91 Gävle, Sweden, by e-mail to peter.hasselberg@incoax.com or by telephone to +46(0)70-481 30 55. 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 (two at the most).

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, in order to be able to exercise their voting rights at the meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Wednesday 4 November 2020. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

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 Wednesday 4 November 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 peter.hasselberg@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.    Election to the board of directors.

7.    Determination of remuneration to the board of directors.

8.    Closing of the meeting.

Proposed resolutions

Item 6-7: Election to the board of directors, Determination of remuneration to the board of directors

At the annual shareholders’ meeting on 30 June 2020 it was resolved that the board of directors should consist of five board members. It was further resolved to re-elect Richard Tooby, Anders Nilsson, Pär Thuresson and Peter Agardh as board members and to elect Kevin Foster as new board member. Richard Tooby was re-elected as Chairman of the board of directors. Finally, the annual shareholders’ meeting resolved that board remuneration should 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. 

On 18 September 2020, Richard Tooby resigned from the board of directors due to personal reasons. Due to this, the board of directors appointed the existing board member Peter Agardh as new Chairman of the board of directors. It is the Nomination Committee’s opinion that the board of directors, currently consisting of four board members, should be complemented with a new board member in order to achieve the desired dynamic and capacity that InCoax needs in the phase in which the company currently is. 

The Nomination Committee, consisting of Stefan Engström, representing Saugatuck Invest AB, Anders Nilsson, representing Norrlandspojkarna AB, Lars Berggren, representing BLL Invest AB, and Peter Agardh in his capacity as Chairman of the board of directors, has after probing and internal discussions proposed that the board of directors should continue to consist of five board members, that Alf Eriksson is elected as new board member for the period until the next annual shareholders’ meeting along with the current board members and that board remuneration for the period until the next annual shareholders’ meeting shall be paid with SEK 50,000 to Alf Eriksson (equivalent to an annual remuneration of SEK 100,000).

Alf Eriksson, born 1961, has a thorough managerial experience from the telecom industry, working for world leading listed companies as well as prominent technology startups. Alf Eriksson has studied Software Engineering, Economics and Statistics at Stockholm University and has a degree in Business and Marketing Management from the IHM Business School in Stockholm. After his studies, Alf Eriksson held various positions at Ericsson, both in Sweden and North America. Since 2000, Alf Eriksson has worked as a consultant and operationally in a number of leading Swedish consulting and technology companies. In addition, Alf Eriksson is also familiar with InCoax and its operations after a previous period as a board member of the company. Alf Eriksson is currently CEO of Eskadenia Software AB, board member of Home-Ice Consulting AB, deputy board member of Matheva AB and holder of a sole proprietorship with the designation Ingenjörsfirman A A Eriksson. Alf Eriksson holds 54,000 shares in InCoax via company. Alf Eriksson is considered to be independent in relation to the company as well as its senior management and in relation to major shareholders.

Other information

The shareholders' are reminded of their right to request information at the shareholders' meeting pursuant to chapter 7 section 32 paragraph 1 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

The notice to attend the shareholders’ meeting, a template power of attorney and advance voting form will be available for the shareholders at the company’s office in accordance with the address above 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.

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 27,442,396. The company does not hold any own shares.

____________________

Gävle in October 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 08:45 CEST on October 21, 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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