ÄNGELHOLM, Sweden, March 31,
2023 /PRNewswire/ -- The shareholders in OXE
Marine AB (publ) org.nr 556889-7226 ("Bolaget"), are convened to
the Annual General Meeting of shareholders to be held on
May 2, 2023 at 14:00 at på Hotell
Erikslund, Åstorpsvägen 15, 262 96 Ängelholm. Registration to the
Annual General Meeting will commence at 13.00.
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
April 21. 2023; and
- notify their intention to attend the annual general meeting no
later than April 25. 2023.
Notification to attend is made by e-mail to the Company's e-mail
address agm23@oxemarine.com or by postal service to OXE Marine
AB (publ) att. Paul Frick,
Metallgatan 6, 262 72 Ängelholm. In its notification to attend, the
shareholder is requested to provide the shareholder's name,
personal or corporate ID number, shareholding, address, daytime
telephone number and, where applicable, the number of any
assistants (up to two) which the shareholder intends to bring to
the AGM.
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 April 21. 2023. 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
April 25. 2022 will be regarded in
the preparation of the share register.
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
- Opening of the general meeting and election of chairman of the
general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes of the
meeting
- Determination of whether the meeting has been duly
convened
- Approval of the agenda
- Submission of the annual report and the auditor's report
- Resolutions regarding
- the adoption of the income statement and the balance
sheet;
- allocation of the Company's result according to the adopted
balance sheet; and
- the discharge from liability for each of the members of the
board of directors and the managing director
- Determination of remuneration to the board of directors and the
auditor
- Election of board of directors
- Election of auditor
- Resolution on principles for appointment of nomination
committee
- Resolution on authorization for the board of directors to issue
new shares, warrants and/or convertibles
- Close of the general meeting
The Nomination Committee's proposals
At the annual general meeting 2022, it was resolved to adopt
principles for the appointment of a nomination committee for the
annual general meeting of 2023.
In accordance with the adopted principles, the nomination
committee consists of Jonas Wikström (Chairman), Martin Polo, (chairman), Per Lindberg, 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 Jonas Wikström 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 two persons are elected
to verify the minutes at 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 is assumed to be SEK 510,000 (SEK
1,190,000 - 2022). It is noted that proposed directors
Christian Von Koenigsegg and Martin
Polo have announced that they will decline their respective
renumerations.
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 and Christian von Koenigsegg are re-elected as a
ordinary members of the board.
The nomination committee proposes that Jonas Wikström is elected
as chairman of the board.
Item 10. Election of auditor
The nomination committee proposes re-election of BDO Mälardalen
AB as auditor until the close of the next annual general meeting.
BDO Mälardalen AB has announced that that certified accountant
Carl-Johan Kjellman will serve as
responsible auditor.
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 2024.
- 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
ap-point 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, de-clines 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
2024:
-
-
- 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 2025.
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 proposes that no dividend is distributed to the
shareholders for the financial year 2022.
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 annual 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 available at the Company's premises
with address Metallgatan 6, 262 72 Ängelholm 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. Such
documentation will also be available at the Annual General
Meeting.
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
agm2023@oxemarine.com or by post to OXE Marine AB (publ) att.
Paul Frick, Metallgatan 6, 262 72
Ängelholm, no later than April 22,
2023.
The information will be held available at the Company's premises
and on the Company's website no later than April 25. 2023, 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 2023
OXE Marine AB (publ)
The board of directors
CONTACT:
For further information, please contact:
Anders Berg, CEO, OXE Marine AB,
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, 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
The following files are available for download:
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https://mb.cision.com/Main/16067/3745189/1960127.pdf
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20230331_AGMkallelse_eng
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SOURCE OXE Marine AB