NOTICE OF ANNUAL SHAREHOLDERS’ MEETING IN INCOAX NETWORKS AB

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.   

The shareholders of InCoax Network AB (publ), Reg. No. 556794-1363, are hereby invited to attend the annual shareholders’ meeting on Thursday 15 June 2023 09.00.  

Right to participate and notification 

Shareholders wishing to participate in the annual shareholders’ meeting must: 

• partly be listed in the company’s share register kept by Euroclear Sweden AB as of Wednesday 7 June 2023; and 
• partly have given a notice of their intention to participate to the company no later than on Friday 9 June 2023 by mail to InCoax Networks AB, att: Bolagsstämma, Utmarksvägen 4, SE-802 91 Gävle, Sweden or by e-mail to mats.svensson@incoax.com with tel. 073-319 24 85. 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 advisors.

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 Wednesday 7 June 2023. 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 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 

1. Opening of the meeting. 
2. Election of Chairman of the meeting. 
3. Preparation and approval of the register of voters. 
4. Approval of the agenda. 
5. Election of one or two persons to approve the minutes. 
6. Determination as to whether the meeting has been duly convened. 
7. Presentation of the Annual Report and Audit Report. 
8. Resolution on: 
   1. adoption on the profit and loss statement and balance sheet; 
   2. distribution of the company’s profits according to the adopted balance sheet; and 
   3. discharge from liability for the members of the board and the CEO. 
9. Determination of the number of board members, auditors and deputy auditors. 
10. Determination of remuneration for the board members and the auditor. 
11. Election of board members and auditor. 
12. Resolution on amendment of the Articles of Association. 
13. Resolution on long term incentive program for employees.
14. Resolution on authorization for the Board on issues of shares. 
15. Closing of the meeting. 

Proposed resolutions 

Item 1: 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 distribution 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 customary norms and approved invoice. 

Item 11: Election of board members and auditor 

The Nomination Committee proposes that Peter Agardh, Anders Nilsson, Pär Thuresson and Tobias Lennér 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.  Alf Eriksson has declined re-election as he is operationally active in the company. The Nomination Committee proposes the election of Filip Andersson as a new member.

Information on the board members who are proposed for re-election can be found in the Annual Report and for re-election and election at the company’s website, www.incoax.com.     

Filip Andersson, born in 1994, has a B.Sc. in cognitive science. He is co-founder and business development manager of the health food company DNA Greens AB. Filip Andersson is also a board member of Cura of Sweden AB, where he previously held the CEO position. Filip Andersson, who will also be presented in more detail on the Company's website, is considered to be independent in relation to the Company and its management as well as to major shareholders. He holds 326,625 shares in the Company.

Finally, the Nomination Committee proposes re-election of the registered public accounting firm KPMG AB as auditor and re-election of the authorized public accountant Niklas Antonsson as the responsible auditor. 

Item 12: Resolution on amendment of the Articles of Association 

The board of directors proposes that the annual shareholders’ meeting resolves to amend the company’s Articles of Association in accordance with the following:

§ 2 Registered office of the Board of Directors

Current wording: The registered office of the Board is in Gävle.

Proposed wording: The registered office of the Board is in Lund.

§ 4 Share capital

Current wording: The share capital shall amount to not less than SEK 10,275,000 and not more than SEK 41,100,000.

Proposed wording: The share capital shall amount to not less than SEK 18,000,000 and not more than SEK 72,000,000.

§5 Number of shares

Current wording: The number of shares shall be not less than 41,100,000 and not more than 164,400,000.

Proposed wording: The number of shares shall be not less than 72,000,000 and not more than 288,000,000.

A valid resolution requires that the proposal is 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.  

Item 13: Resolution on the introduction of a long-term incentive program for employees

The Board of Directors proposes that the Annual General Meeting resolves to introduce a long-term incentive program for senior executives and employees in the company based on the issuance of warrants ("Warrant Program 2023/2026").  More detailed terms and conditions for this will be published on the company's website within the prescribed time and sent to those who so request within the prescribed time.

A valid resolution requires that the proposal is supported by shareholders representing at least nine-tenth 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.  

Item 14: 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 21 631 418 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 Utmarksvägen 4, SE-802 91 Gävle, Sweden 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. 

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 36 589 861 shares. The company does not hold any of its own shares.

___________________ 

Gävle in May 2023 

InCoax Networks AB (publ) 

The board of directors 

For more information:

Jörgen Ekengren, CEO, InCoax Networks AB [email protected]  
+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 17, 2023.

About InCoax Networks AB (publ)

 InCoax Networks AB (publ) is reusing existing property coaxial networks for broadband access in Fiber-To-The-Home (FTTH) deployments for Communication Service Providers (CSP) globally. The technology is a high performance, future proof, reliable and cost-effective complement to fiber, that reduces installation time and improves take-up rate, to boost digital inclusion and Internet access for all.
To keep updated on corporate information, visit incoax.com. Vator Securities AB, Kungsgatan 34, 7tr, 111 35 Stockholm, +46 8 5800 6599, [email protected], is acting as the company’s Certified Adviser.