STOCKHOLM, June 13, 2021 /PRNewswire/ -- The board of
directors of OXE Marine AB (publ) (the "Company") convenes an
extraordinary general meeting on 28 June
2021 to resolve on an adjusted long-term incentive program
for senior executives, replacing the warrant program resolved by
the annual general meeting on 16 April
2021. The reason for the board of directors' new proposal is
that the theoretical market value for the warrants issued at the
annual general meeting, which was determined using the Black &
Scholes valuation model, resulted in a significantly higher
valuation than in previous incentive programs and that all
participants therefore declined to acquire the warrants. Compared
to the program resolved by the annual general meeting, the new
program will result in a maximum dilution of approx. 1.5 percent
(approx. 1 percent) and a price per option corresponding to the
quota value of the underlying share. Except for a slightly revised
allocation between participants, the terms are in other regards
materially identical to the program resolved by the annual general
meeting and incurs only insignificantly higher administrative costs
for the Company. The board of directors' full proposal for the new
incentive program is set out below.
EXTRAORDINARY GENERAL MEETING IN OXE MARINE AB (PUBL)
The shareholders in the Company are convened to an extraordinary
general meeting of shareholders to be held on Monday 28 June 2021.
In order to reduce the risk of spreading the coronavirus, the
board of directors has resolved, in accordance with the act
(2020:198) on temporary exceptions to facilitate the execution of
general meetings in companies and other associations, that the
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 general meeting
must:
- be recorded as a shareholder in the share register prepared by
Euroclear Sweden AB ("Euroclear") relating to the
circumstances on 17 June 2021;
and
- notify their intention to attend the general meeting no later
than 24 June 2021 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
general meeting, re register their shares in their own name so that
the shareholder is recorded in the share register on 17 June 2021. 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
21 June 2021 will be regarded in the
preparation of the share register.
Postal voting
The shareholders may exercise their voting rights at the general
meeting only by postal voting in accordance with sections 20 and 22
of the act (2020:198) 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 is
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
are set forth in the postal voting form.
The completed postal voting form must have been received by
Advokatfirman Lindahl no later than 24 June
2021. The form shall be sent by e-mail to
OXEEGM21@lindahl.se or by post to Advokatfirman Lindahl KB, att.
Maximilian Hansson Wallenberg, 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 request that one or several matters in the
proposed agenda is resolved to be postponed until a continued
general meeting, which may not be held solely by postal voting.
Such a continued general meeting shall be convened should the
general meeting so adopt or if shareholders representing of not
less than 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 original proxy
form and certificate of registration 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
- Opening of the general meeting and election of chairman of the
general meeting
- Preparation and approval of the voting list
- Election of one or several persons to verify the minutes of the
meeting
- Determination of whether the meeting has been duly
convened
- Approval of the agenda
- Resolution to implement a long-term incentive program
- Close of the general meeting
The Board of Directors' proposals
Item 1 – Election of chairman of the general meeting
The board of directors proposes that attorney-at-law
Mikael Mellberg is elected as
chairman of the general meeting.
Item 2 – Preparation and approval of the voting list
The board of directors proposes that the voting list that shall
be approved is the voting list prepared by Advokatfirman Lindahl on
behalf of the Company, based on the Company's share register for
the general meeting and received postal votes.
Item 3 - Election of one or several persons to verify the
minutes of the meeting
The board of directors proposes that Arne Andersson is elected to verify the minutes
of the general meeting.
Item 5 – Approval of the agenda
The board of directors proposes that the agenda set forth under
the header "Proposed agenda" shall be approved as the agenda of the
general meeting.
Item 6 – Resolution to implement a long-term incentive
program
The annual general meeting of 2021 resolved to implement a
long-term incentive program for senior executives by way of (i) a
directed issue of warrants and (ii) approval of transfer of
warrants to the participants of the incentive program. Since the
annual general meeting, all issued warrants have been subscribed
for by the Company. Due to the theoretical market value at the time
of the intended transfer of the warrants to the participants, which
was determined by the use of the Black & Scholes valuation
model, resulting in a valuation higher than the valuations of
previous incentive warrants in the Company, the participants have
chosen not to acquire the warrants and thereby to not participate
in the incentive program resolved by the annual general
meeting.
The board of directors therefore proposes that the general
meeting resolves to implement a new long-term incentive program for
senior executives comprising of qualified employee stock options on
the terms and conditions set out below. The qualified employee
stock options shall entitle to subscription of new shares in the
Company.
To secure the Company's obligations under the new incentive
program, the board of directors proposes that the general meeting
also resolves on (i) a directed issue of warrants and (ii) approval
of transfer of warrants on the terms and conditions set forth
below.
Background and reasons for the proposal
The reason for the proposal is to reward valuable senior
executives and to promote a long term shared interest between
senior executives and the Company's shareholders. These objectives
are assessed to be in line with all shareholders' interests.
The incentive program encompasses senior executives in the
Company (the "Participants").
The Company's existing incentive programs
The Company has previously issued warrants of series 2019:2 to
the Company's employees and consultants. According to the terms at
the time of issue, those warrants entitle to subscribe for a total
of 10,000,000 new shares in the Company, corresponding to a total
dilution of approx. 5 percent before utilization of any warrants of
series 2019/2039 and series 2020/2039 (warrants held by the
European Investment Bank) and approx. 4.3 percent
assuming full utilization of the warrants of series 2019/2039 and
series 2020/2039. The warrants of series 2019:2 entitle to
subscription for new shares during the period between 1–31 December
2022.
The Company has also issued warrants of series 2021/2025 in
accordance with the annual general meeting's resolution on
16 April 2021. According to the terms
at the time of issue, those warrants entitle to subscribe for a
total of 2,100,000 new shares in the Company, corresponding to a
total dilution of approx. 1 percent before utilization of any
warrants of series 2019:2, series 2019/2039 and series 2020/2039
and approx. 0.9 percent assuming full utilization of
the warrants of series 2019:2, series 2019/2039 and series
2020/2039. The warrants of series 2021/2025 may be exercised for
subscription of new shares during the following subscription
periods: (i) three weeks after the date of publication of the
Company's interim report for the first quarter of 2025, (ii) three
weeks after the date of publication of the Company's interim report
for the second quarter of 2025, and (iii) three weeks after the
date of publication of the Company's interim report for the third
quarter of 2025.
The warrants of series 2021/2025 have not been transferred to
the participants of the incentive program due to the reasons set
forth above. Instead, the warrants of series 2021/2025 shall be
used as security for the Company's obligations under the now
proposed incentive program.
Other than the incentive programs described above, there are no
equity related incentive programs outstanding in the Company.
A. Qualified employee stock options
The board of directors proposes that the general meeting
resolves to implement an incentive program in accordance with the
rules for qualified employee stock options on the following
material terms and conditions.
- The employee stock option program shall comprise of no more
than 3,050,000 employee stock options which at full utilization may
result in a total dilution of approx. 1.5 percent (subject to
potential recalculations in accordance with the terms and
conditions to be applicable in relation to the options).
- The employee stock options shall be allotted to the
Participants at a premium corresponding to the quotient value of
the previous shares.
- Each employee stock option shall entitle the holder to
subscribe for one (1) new share in the Company at a subscription
price of SEK 6 per share.
- The employee stock options may be exercised for subscription of
new shares during the following subscription periods: (i) three
weeks after the date of publication of the Company's interim report
for the first quarter of 2025, (ii) three weeks after the date of
publication of the Company's interim report for the second quarter
of 2025, and (iii) three weeks after the date of publication of the
Company's interim report for the third quarter of 2025. Employee
stock options that have not been exercised for subscription of
shares no later than three weeks after the date of publication of
the Company's interim report for the third quarter of 2025 shall
lapse.
- The board of directors of the Company shall resolve upon
allocation to Participants in accordance with the following
guidelines.
Category
|
Maximum number of
employee stock options per Participant
|
CEO
(elect)
|
1,200,000
|
CFO
|
575,000
|
CTO
|
575,000
|
CMO
|
300,000
|
Director
Aftersales & Service
|
300,000
|
EVP Business
Development, Sales and Marketing (elect)
|
100,000
|
If the maximum number of employee stock options per Participant
is not subscribed for by the Participants, then the board of
directors shall be entitled to offer the remaining employee stock
options to the other Participants with the allocation determined by
the board of directors.
6. The entitlement to participate in the employee
stock option program is conditioned upon the Participant entering
into a qualified employee stock option agreement with the Company.
The agreement shall, inter alia, include the following terms
and conditions:
- The employee stock options may be exercised for subscription of
shares at the earliest in accordance with Section 4 above (i.e.
later than three years after the Participant signed the qualified
employee stock option agreement).
- The employee stock options do not constitute securities and may
not be transferred, pledged or otherwise disposed of by the
holder.
- The employee stock options are conditioned upon the
Participant's continued employment in the Company and require that
the Participant's working hours for a period of three years from
the allotment of the employee stock options amount to an average of
at least 30 hours per week. If the employment in the Company is
terminated before the employee stock options have been exercised
for subscription of shares, all of the Participant's unexercised
employee stock options shall lapse.
- If, during the term of the employee stock options, the general
meeting resolves to, inter alia, increase or decrease the
number of outstanding shares, the employee stock options might have
to be recalculated in order to maintain the value of the options.
Resolutions on recalculation shall be made by the board of
directors of the Company.
- The board of directors or a person appointed by the board of
directors shall be authorized to make any minor adjustments
required to fulfil the purpose of the program.
7. The participation in the employee stock option program
requires that the participation is legally possible and that the
participation, in the board of directors' opinion, can be carried
out with reasonable administrative and financial efforts.
8. The board of directors shall be responsible for the design
and management of the employee stock option program within these
material terms and conditions.
B. Directed issue of warrants
I. Terms and conditions for directed issue of warrants to
secure the Company's obligations under the incentive
program
In order to secure the Company's delivery of shares in
accordance with the terms and conditions for the qualified employee
stock options as set out in Section A above, it is proposed that
the general meeting resolves to issue warrants on the following
terms and conditions.
- The Company shall issue no more than 950,000 warrants. Each
warrant entitles to subscription of one (1) new share in the
Company. If all warrants are subscribed, transferred to and
exercised by the Participants for subscription of new shares, the
Company's share capital will increase by SEK
28,485.39 (subject to potential recalculations in accordance
with the standard terms and conditions to be applicable in relation
to the warrants).
- The warrants may, with deviation from the shareholders'
preferential rights, only be subscribed for by the Company and/or a
subsidiary of the Company after which they are to be transferred to
the Participants in accordance with the resolution adopted by the
general meeting.
- Subscription of warrants shall be made by the Company and/or a
subsidiary of the Company on a subscription list within a month
from the general meeting's issue resolution. The board of directors
shall be entitled to prolong the subscription period.
- The warrants are issued without consideration. The transfer of
warrants shall be made without consideration in connection with the
Participants' exercise of the qualified employee stock options for
subscription of shares.
- The warrants may be exercised for subscription of new shares
during the following subscription periods: (i) three weeks after
the date of publication of the Company's interim report for the
first quarter of 2025, (ii) three weeks after the date of
publication of the Company's interim report for the second quarter
of 2025, and (iii) three weeks after the date of publication of the
Company's interim report for the third quarter of 2025. Warrants
that have not been exercised for subscription of shares no later
than three weeks after the date of publication of the Company's
interim report for the third quarter of 2025 shall lapse.
- Each warrant shall entitle the warrant holder to subscribe for
one (1) new share in the Company at a subscription price of
SEK 6 per share (the "Exercise
Price"). The Exercise Price is three times the subscription
price for new shares in the Company's latest issue of shares, in
which the subscription period ended on 2 October 2020. Any
amount of the Exercise Price exceeding the quotient value of the
previous shares shall be transferred to the unrestricted premium
reserve.
- A new share that has been issued by virtue of a warrant shall
entitle to dividends for the first time on the first record date
for dividend that take place after the subscription of new shares
has been registered with the Swedish Companies Registration Office
and been recorded in the share register kept by Euroclear.
- The warrants shall be transferred to the Participants in
accordance with the principles set forth in Section A above.
- The warrants shall additionally be subject to the additional
terms and conditions set forth in Schedule A, containing, inter
alia, customary recalculation conditions.
II. Reasons for the deviation from the shareholders'
preferential rights
Please refer to "Background and reasons for proposal" above. The
warrants are proposed to be issued to the Company and/or a
subsidiary of the Company for transfer to Participants in the
incentive program in connection with the Participants' exercise of
the qualified employee stock options for subscription of
shares.
III. Dilution, costs, etc.
The Company's costs related to the incentive program is expected
to consist of minor costs for consultancy services and costs for
registration and practical management of the program.
The total number of shares in the Company is 197,789,521 and the
Company's share capital is SEK
5,930,643.35.
Upon full subscription, transfer and exercise of the maximum
950,000 warrants now proposed to be issued in the now proposed
incentive program, a total of 950,000 new shares will be issued in
the Company (subject to potential recalculations in accordance with
standard terms and conditions applicable to the warrants). These
new shares correspond to approx. 0.5 percent of the total number of
outstanding shares in the Company before utilization of any
warrants of series 2019:2, series 2019/2039 and series 2020/2039
and approx. 0.4 percent of the total number of outstanding
shares in the Company assuming full utilization of the warrants of
series 2019:2, series 2019/2039 and series 2020/2039.
IV. Approval of transfer of warrants from to the
Participants
A resolution to issue warrants in accordance with this proposal
also includes an approval of the transfer of warrants to the
Participants.
Preparation of the proposal
This proposal has been prepared and presented by the board of
directors.
Majority requirements
The proposed implementation of a long-term incentive program set
out above is governed by the provisions in Chapter 16 of the
Swedish Companies Act, and a valid resolution therefore requires
that the proposal is supported by shareholders representing at
least nine-tenths (9/10) of the votes cast as well as of all shares
represented at the meeting.
Miscellaneous
The chairman of the board of directors, the managing director or
a person appointed by the board of directors shall be authorized to
make any minor adjustments required to register the resolution with
the Swedish Companies Registration Office.
Documentation
The complete proposals of the board of directors, 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 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
OXEEGM21@lindahl.se or by post to Advokatfirman Lindahl KB,
att. Maximilian Hansson Wallenberg, Box 11911, 404 39
Göteborg, no later than 18 June
2021.
The information will be held available at the Company's premises
and on the Company's website no later than 23 June 2021, 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 general meeting, please refer to
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Helsingborg in June 2021
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:
Myron Mahendra, CEO,
myron.mahendra@oxemarine.com, +46 76 347 59 82
Anders Berg, Chairman of the
board, anders.berg@oxemarine.com, +46 70 358 91 55
OXE Marine AB (publ) (NASDAQ STO: OXE, OTCQX:
CMMCF) 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.
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/oxe-marine-ab/r/oxe-marine-ab--publ--convening-notice-for-extraordinary-general-meeting,c3366005
The following files are available for download:
https://mb.cision.com/Main/16067/3366005/1431203.pdf
|
20210612 OXE Marine -
Press release notice EGM 2021
|
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SOURCE OXE Marine AB