OXE MARINE AB (PUBL) CONVENING NOTICE FOR ANNUAL GENERAL MEETING

The shareholders in OXE Marine AB (publ), reg. no 556889-7226 (the “Company”), are convened to the annual general meeting of shareholders to be held on Monday 2 May 2022.

The board of directors has resolved, in accordance with the act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, that the annual general meeting shall be held without the physical presence of shareholders, proxies or any third parties, and that the shareholders’ voting rights may only be exercised in advance by postal voting.

Right to attend and notice

Shareholders who want to participate at the annual general meeting must:

• be recorded as a shareholder in the share register prepared by Euroclear Sweden AB (“Euroclear”) relating to the circumstances on 22 April 2022; and
• notify their intention to attend the annual general meeting no later than 29 April 2022 by submitting their postal vote in accordance with the instructions set forth under the header “Postal voting” below.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee must, in addition to notify their intention to attend the annual general meeting, re‑register their shares in their own name so that the shareholder is recorded in the share register on 22 April 2022. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations duly effected by the nominee no later than 26 April 2022 will be regarded in the preparation of the share register.

Postal voting

The shareholders may exercise their voting rights at the annual general meeting only by postal voting in accordance with section 20 and 22 of the act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for the postal voting, which will be made available on the Company’s website. The postal vote will also constitute the shareholder’s notification of participation. Shareholders may not provide the postal vote with any special instructions or conditions. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions will be set forth in the postal voting form.

The completed postal voting form must have been received by Advokatfirman Lindahl no later than 29 April 2022. The form shall be sent by e-mail to OXEAGM22@lindahl.se or by post to Advokatfirman Lindahl KB, att. Lisa Lantz, Box 11911, 404 39 Göteborg. Shareholders who are legal entities shall enclose a certificate of registration or equivalent authorization document to the postal voting form.

A shareholder may in the postal voting form request that one or several matters in the proposed agenda is postponed to a so called continued general meeting, which may not be held solely by postal voting. Such a continued general meeting shall be convened if the general meeting resolves in accordance with such request or if shareholders representing at least one tenth of all shares in the Company so request.

Proxy

Shareholders who wish to be represented by a proxy must submit a dated proxy form. If the proxy is executed by a legal person, a copy of the certificate of registration or equivalent authorization document must be enclosed. The proxy form may not be valid for a period longer than five years from its issuance. The proxy form in original together with certificate of registration, if applicable, shall be enclosed to the postal voting form. The Company provides a form of proxy at request and it is also available at the Company’s website, www.oxemarine.com.

Proposed agenda

1. Opening of the general meeting and election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one or several persons to verify the minutes of the meeting
4. Determination of whether the meeting has been duly convened
5. Approval of the agenda
6. Submission of the annual report and the auditor’s report
7. Resolutions regarding
   1. the adoption of the income statement and the balance sheet;
   2. allocation of the Company’s result according to the adopted balance sheet; and
   3. the discharge from liability for each of the members of the board of directors and the managing director
8. Determination of remuneration to the board of directors and the auditor
9. Election of board of directors
10. Election of auditor
11. Resolution on principles for appointment of nomination committee
12. Resolution to change the articles of association
13. Resolution on authorization for the board of directors to issue new shares, warrants and/or convertibles
14. Close of the general meeting

The Nomination Committee’s proposals

At the annual general meeting on 16 May 2021, it was resolved to adopt principles for the appointment of a nomination committee for the annual general meeting of 2022. In accordance with the adopted principles, the nomination committee consists of Martin Polo (chairman), Per Lindberg, Theodor Jeansson and Christian von Koenigsegg. The proposals of the nomination committee are as follows:

Item 1 – Election of chairman of the general meeting

The nomination committee proposes that attorney-at-law Mikael Mellberg is elected as chairman of the general meeting.

Item 3- Election of one or several persons to verify the minutes of the meeting

The nomination committee proposes that Theodor Jeansson is elected to verify the minutes of the general meeting.

Item 8 – Determination of remuneration to the board of directors and the auditor

The nomination committee proposes that the remuneration to the board shall be paid as follows:

• SEK 340,000 to the chairman of the board (SEK 340,000); and
• SEK 170,000 to each of the other board members (SEK 170,000).

If the general meeting resolves in accordance with the nomination committee’s proposal under item 9, the total remuneration to the board will be SEK 1,190,000 (SEK 1,020,000).

It is proposed that the remuneration to the auditor is paid according to approved invoice.

Item 9 – Election of board of directors

According to the Company’s articles of association, the board of directors shall consist of no less than three and no more than ten ordinary members and no more than five deputy members. The nomination committee proposes that, until the next annual general meeting, the board shall consist of six ordinary members and no deputy members.

It is proposed that Jonas Wikström, Martin Polo, Jon Lind, Magnus Folin and Mikael Mellberg are re‑elected as ordinary board members and that Christian von Koenigsegg is elected as a new ordinary member of the board.

Christian von Koenigsegg was born in 1972 and is one of Sweden’s leading entrepreneurs and a sought after speaker. He founded his first company when he was 19 years old – which today is a holding company in the Koenigsegg group of companies. Christian is known for having built a world renowned highly innovative Swedish sportscar company that has set new benchmarks in the industry, growing rapidly and profitably. Christian has also received several prestigious rewards for his entrepreneurship over the years and has deep knowledge in bleeding edge technology when it comes to SW/HW and mechanical design, plus has spearheaded his operations when it comes to design, marketing and sales. Christian has an International Baccalaureate degree from the Scandinavian School of Brussels.

Christian is mainly focused on the companies within the Koenigsegg group, which he controls as leader and majority shareholder, but is also actively investing in other companies. Christian’s current positions include CEO and chair of the board in Koenigsegg Automotive AB, Alpraaz AB and Freevalve AB as well as CEO and board member in Spirit of Performance AB and Meneko AB.

Christian holds together with closely related parties approximately 10.82 percent of the shares in the Company and is thus considered dependent in relation to that group of shareholders. Christian is independent of the Company and its executive management.

The nomination committee proposes that Jonas Wikström is elected as chairman of the board.

Item 10 – Election of auditor

The nomination committee will present its proposal for auditor well in advance of the general meeting. The nomination committee’s proposal will be published on the company’s website, www.oxemarine.com.

Item 11 – Resolution on principles for appointment of nomination committee

The nomination committee proposes that the annual general meeting resolves to approve the following instructions on appointment of a nomination committee for the annual general meeting 2023:

• The nomination committee shall be convened by the chairman of the board and shall consist of representatives of the four largest shareholders.
• The representative of the largest shareholder shall be the chairman of the nomination committee. If the representative of the largest shareholder declines the assignment as chairman of the nomination committee, the nomination committee shall within itself appoint a chairman.
• The names of the members of the nomination committee as well as the shareholders they represent shall be announced as soon as they have been appointed.
• If a shareholder, who is represented in the nomination committee, after the announcement no longer is one of the four largest shareholders, its representative shall resign from its position and such shareholder that by this time is instead one of the four largest shareholders shall be invited to nominate a representative on the Company’s nomination committee.
• Shareholders who have appointed representatives in the nomination committee are entitled to remove such representatives and appoint new representatives.
• If a shareholder, who is entitled to appoint a member of the nomination committee, declines to appoint a member, this right shall not be transferred to another shareholder.
• The nomination committee shall prepare proposals on the following issues for resolution at the annual general meeting 2023:
  • Chairman at the meeting;
  • Board remuneration;
  • Election of board members and chairman of the board;
  • Election of auditor and remuneration to the auditor; and
  • Principles for appointment of nomination committee for the annual general meeting 2024.

No remuneration will be paid to the nomination committee. However, the Company shall reimburse reasonable costs to enable the nomination committee to carry out its assignments.

The Board of Directors’ proposals

Item 7.b) – Allocation of the Company’s result according to the adopted balance sheet

The board does not propose any dividends for the financial year 2021.

Item 12 – Resolution to change the articles of association

In order to (i) enable new issues under item 13, (ii) increase the flexibility to hold general meetings and (iii) adapt the articles of association to amendments in the Swedish Companies Act, the board of directors proposes that the general meeting resolves to change the articles of association as set out in Appendix 1. The board of directors’ proposal means that:

• the limits for the Company’s share capital shall be not less than SEK 5,000,000 and not more than SEK 20,000,000 instead of not less than SEK 2,000,000 and not more than SEK 8,000,000;
• the limits for the number of shares in the Company shall be not less than 187,500,000 and not more than 750,000,000 instead of not less than 75,000,000 and not more than 300,000,000;
• the board may collect proxies according to the procedure stated in Chapter 7 Section 4 second paragraph of the Swedish Companies Act;
• the board may resolve that the shareholders may exercise their voting rights by post; and
• shareholders wanting to participate at the general meeting shall be recorded in the share register as of six business days before the general meeting, instead of five weekdays.

The CEO, or a person appointed by the board of directors, shall be entitled to make any minor amendments that may be required in connection with registering the resolution with the Swedish Companies Registration Office.

Item 13 – Authorization for the board of directors to issue new shares, warrants and/or convertibles

The board of directors proposes that the general meeting resolves to authorize the board to, at one or several occasions during the time up until the next annual general meeting, resolve on new issues of shares, warrants and/or convertibles. The board shall have the right to resolve on new issues of shares, warrants and/or convertibles with deviation from the shareholders’ pre-emption rights and/or with provisions on payment in kind, by set-off of claims or otherwise on such terms and conditions as referred to in Chapter 2, Section 5, second paragraph, points 1–3 and 5, of the Swedish Companies Act.

The total increase of shares that may be issued based on or as a result of this authorization cannot in aggregate exceed 20 percent of the number of outstanding shares in the Company at the time of the annual general meeting. Issues based on the authorization shall be made at market value, including market rate discount, if applicable.

The board shall have the right to set the terms and conditions for issues under this authorization as well as to decide who shall have the right to subscribe for the new shares, warrants or convertibles. The reasons for the board to resolve on issues with deviation from the shareholders’ pre-emption rights and/or with provisions on payment in kind, by set-off of claims or otherwise on such terms and conditions as referred to in Chapter 2, Section 5, second paragraph, points 1–3 and 5, of the Swedish Companies Act are to be able to carry out directed share issues to raise capital to the Company and/or to strengthen the Company's financial position.

The CEO, or a person appointed by the board of directors, shall be entitled to make any minor amendments that may be required in connection with registering the resolution with the Swedish Companies Registration Office and/or Euroclear.

A resolution in accordance with this proposal requires approval by at least two thirds (2/3) of the votes cast as well as the shares represented at the general meeting.

Documentation

The complete proposals of the board of directors and the nomination committee together with the annual report and the auditor’s report, as well as other documents according to the Swedish Companies Act, will be held available at the Company’s premises with address Hortensiagatan 6, 256 68 Helsingborg and on the Company’s website in due time prior to the annual general meeting. The documents will also be sent without charge to shareholders who so request and inform the Company of their postal address.

Information to shareholders

Upon the request of a shareholder, and where the board of directors believes that so may take place without significant harm to the Company, the board of directors and the CEO shall provide information in respect of any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company’s financial position. A request for such information shall be sent by e-mail to OXEAGM22@lindahl.se or by post to Advokatfirman Lindahl KB, att. Lisa Lantz, Box 11911, 404 39 Göteborg, no later than 22 April 2022.

The information will be held available at the Company’s premises and on the Company’s website no later than 27 April 2022, and will also be sent, within the same period of time, to a shareholder who has so requested and in connection therewith provided its postal address.

Processing of personal data

For information on the Company’s processing of personal data in connection with the annual general meeting, please refer to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Helsingborg in March 2022

OXE Marine AB (publ)

The board of directors

Certified Adviser
FNCA Sweden AB is Certified Adviser for OXE Marine AB (publ). Contact details to FNCA Sweden AB: tel. +46 8 528 00 399, e-mail info@fnca.se.

For further information, please contact:
Anders Berg, CEO, anders.berg@oxemarine.com, +46 70 358 91 55
Jonas Wikström, Chair of the board, jonas.wikstrom@oxemarine.com, +46 70 753 65 66

OXE Marine AB (publ) (NASDAQ STO: OXE) has, after several years of development, constructed the OXE Diesel, the world's first diesel outboard engine in the high-power segment. The Company’s unique patented engine-to-propulsion power transmission solutions have led to high demand for the Company’s engines worldwide.

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