Notice of extraordinary general meeting in InCoax Networks AB
In case of any discrepancy between the English and Swedish language versions of this document, the Swedish language version shall prevail.
The shareholders of InCoax Networks AB, Reg. No. 556794-1363, are hereby invited to the extraordinary general meeting to be held on Thursday 4 January 2024, at 10 am., at the company’s premises at Ideon Science Park, Mobilvägen 10, Lund.
Right to participate and notification
Shareholders wishing to participate in the meeting must:
- be listed in the company’s share register kept by Euroclear Sweden AB as of Friday 22 December 2023; and
- have notified their attendance in writing no later than Thursday 28 December 2023 to InCoax Networks AB, att: Bolagsstämma, Mobilvägen 10, SE-223 62 Lund, Sweden. Notification can also be done by telephone, +46 73-319 24 85 or by e-mail to [email protected]. The notification should specify the shareholder’s complete name, personal identity number or company identity number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on advisers (no more than two).
Trustee-registered shares
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, 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 Thursday 28 December 2023. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
Proxy etc.
If shareholders are to be represented by a proxy, the proxy must have a written, dated and by the shareholder signed power of attorney for the meeting. The power of attorney may not be older than one year, unless a longer period of validity (however, a maximum of five years) has been stated in the power of attorney. If the power of attorney has been issued by a legal entity, the representative must also have the relevant certificate of registration or equivalent authorization document for the legal entity. To facilitate access, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. A template power of attorney is available on the company’s website (www.incoax.com) and is sent by post to shareholders who contact the company and state their address.
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 approval of the board of directors’ resolution on a rights issue of shares.
7. Closing of the meeting.
Proposed resolutions
Item 1: Election of Chairman of the meeting
The board of directors proposes that the chairman of the board of directors Peter Agardh is elected as Chairman of the meeting.
Item 6: Resolution on approval of the board of directors’ resolution on a rights issue of shares
The board of directors proposes that the meeting resolves to approve the board of directors’ resolution of 19 December 2023 to increase the company’s share capital with at the highest SEK 9,013,091 through the issue of at the highest 36,052,364 shares and on the following terms and conditions:
- SEK 1.46 shall be paid for each new share, whereby the amount that exceeds the share’s quota value shall be allocated to the free share premium reserve.
- 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 participation in the issue shall be on 8 January 2024.
- One (1) existing share entitle to one (1) subscription right and two (2) subscription rights entitles 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:
- 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;
- 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
- 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 10 January 2024 to and including 24 January 2024. 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 no later than the third banking day after notification of allotment has been sent to the subscriber by a promissory note. The board of directors shall have the right to prolong the time period for subscription and payment.
- 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.
Shareholders’ right to information
Shareholders present at the meeting are entitled to request information regarding circumstances which may affect the assessment of a matter on the agenda according to chapter 7 section 32 paragraph 1 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Meeting documents
Complete proposals for resolutions and ancillary documents pursuant to the Swedish Companies Act, are presented by being kept available at the company’s office at Ideon Science Park, Mobilvägen 10, SE-223 62 Lund, Sweden, and at the company’s website (www.incoax.com) as from no later than two weeks before the meeting, and will also be sent to shareholders who request it and provide their address. Copies of the documents will also be available at the meeting.
Processing of personal data
For information on how your personal data is processed, please 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 meeting, the total number of shares and votes in the company amounts to 72,104,729. The company does not hold any own shares.
____________________
Lund in December 2023
InCoax Networks AB (publ)
The Board of Directors
For further information, please contact:
Jörgen Ekengren, CEO InCoax Networks AB
[email protected]
+46 (0)73-899 55 52
This information was submitted for publication, through the agency of the contact person set out above, at 19 December 2023, at 08.55 CET.
About InCoax Networks AB
InCoax Networks AB (publ) brings new use to properties' existing coaxial cable networks to extend fibre and fixed wireless access (FWA) to the world's leading broadband operators. The technology is a high-performance, future-proof, reliable and cost-effective complement, reducing installation time and improving connectivity, for increased digital inclusion and broad internet access.
For additional information regarding the company, visit www.incoax.com. Vator Securities AB, tel. +46 8-5800 6599, [email protected], is acting as the company’s Certified Adviser.
