NOTICE OF EXTRAORDINARY GENERAL MEETING IN OX2 AB (PUBL)
The shareholders of OX2 AB (publ), 556675-7497, are hereby summoned to the extraordinary general meeting on 11 October 2024 at 09:30 (CEST) at Gernandt & Danielsson Advokatbyrå, Hamngatan 2, SE-111 47 Stockholm. Entry and registration begin at 09:15 (CEST).
The general meeting is convened on the request of EQT Infrastructure VI, through Otello BidCo AB, which on 2 September 2024 announced that Otello BidCo AB has acquired a direct ownership of 30.18 per cent of the shares and votes in the company and thereby, together with the acceptance undertaking from Peas Industries, has secured an ownership of 75.74 per cent of the shares and votes in connection with its ongoing public offer to the shareholders of the company. The acceptance period of the offer ends at 15.00 CEST on 23 September 2024.
Due to the new ownership structure, the company’s nomination committee has not been involved in the preparations of the proposals to the general meeting.
EXERCISE OF VOTING RIGHTS AT THE GENERAL MEETING
Shareholders who wish to exercise their voting rights at the general meeting must:
– be registered in the share register kept by Euroclear Sweden AB on 3 October 2024 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed on 7 October 2024; and
– give notice of participation in accordance with the instructions set out under the heading “Notification of attendance in person or by proxy” not later than on 7 October 2024.
Notification of attendance in person or by proxy
Shareholders who wish to attend the general meeting in person or by proxy shall give notice to the company of this not later than on 7 October 2024 by post to OX2 AB (publ), “Extraordinary General Meeting”, Box 2299, SE-103 17 Stockholm or by e-mail to ir@ox2.com.
The notification shall state the shareholder’s name or company name, personal identification number or corporate identification number, address, phone number and, where applicable, the number of accompanying assistants (not more than two).
Shareholders who do not wish to participate in person may exercise their voting rights at the general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.
In order to facilitate the registration at the general meeting, powers of attorney, certificates of registration and other authorisation documents should be received by the company at the address OX2 AB (publ), “Extraordinary General Meeting”, Box 2299, SE-103 17 Stockholm not later than on 7 October 2024. Please note that notification of participation at the general meeting must be made even if the shareholder wishes to exercise its voting rights at the general meeting through a proxy. A submitted power of attorney is not considered as a notification of participation at the general meeting. A form of power of attorney in Swedish and in English is available on the company’s website (www.ox2.com).
PROPOSED AGENDA
1. Election of the chairman of the general meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Resolution on whether the general meeting has been duly convened
6. Determination of the number of members of the board of directors
7. Determination of the fees to be paid to the members of the board of directors
8. Election and removal of the members of the board of directors and chairman of the board of directors
9. Resolution that the principles and instruction for the nomination committee shall no longer apply if the company’s shares are delisted from Nasdaq Stockholm
10. Closing of the general meeting
PROPOSED RESOLUTIONS
Item 6: Determination of the number of members of the board of directors
Otello BidCo AB proposes that the number of members of the board of directors to be elected by the general meeting shall be four without alternate members of the board of directors.
Item 7: Determination of the fees to be paid to the members of the board of directors
Otello BidCo AB proposes that no fees shall be paid to the members of the board of directors.
Item 8: Election and removal of the members of the board of directors and chairman of the board of directors
Otello BidCo AB proposes that:
– Xabier Etxeberria, Christoph Balzer, Paul Stormoen and Guillermo Garcia-Barrero are elected as new members of the board of directors for the period until the end of the next annual general meeting;
– Xabier Etxeberria is elected as chairman of the board of directors for the period until the end of the next annual general meeting; and
– Johan Ihrfelt (chairman), Thomas von Otter, Anna-Karin Eliasson Celsing, Niklas Midby, Malin Persson and Ann Grevelius are removed from their positions as members of the board of directors.
Item 9: Resolution that the principles and instruction for the nomination committee shall no longer apply if the company’s shares are delisted from Nasdaq Stockholm
Otello BidCo AB proposes that the principles and the instructions for the appointment of the members of the nomination committee, which was adopted by the annual general meeting 2021, shall no longer apply if the company’s shares are delisted from Nasdaq Stockholm.
The background to the proposal is that Otello BidCo AB intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) to acquire all remaining shares in the company and to promote delisting of the company’s shares from Nasdaq Stockholm if Otello BidCo AB, whether in connection with the public offer to the shareholders of the company or otherwise, acquires shares representing more than 90 per cent of the total number of shares in the company. On 2 September 2024, Otello BidCo AB announced that it has, through share purchases during the acceptance period and the acceptance undertaking from Peas Industries, secured an ownership of 75.74 per cent of the shares in the company. The acceptance period of the offer ends at 15.00 CEST on 23 September 2024. Settlement for the shares that are tendered in the offer during the acceptance period is expected to take place prior to the extraordinary general meeting and, consequently, Otello BidCo AB could be the owner of more than 90 per cent of the total number of shares in the company at the time of the general meeting. Under such circumstances, the company expects to have applied for delisting of the company’s shares from Nasdaq Stockholm at the time of the general meeting.
NUMBER OF SHARES AND VOTES
As of the date of this notice, the total number of shares and votes in the company amounts to 272,517,586. The company does not hold any treasury shares as of the date of this notice.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The board of directors and the managing director shall, if any shareholder so requests and the board of directors believes that it can be done without significant harm to the company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda.
AVAILABLE DOCUMENTS
Complete proposals and other documentation that shall be kept available before the general meeting will be kept available at the company at address Lilla Nygatan 1, SE‑111 28 Stockholm, Sweden and on the company’s website (www.ox2.com) not later than three weeks before the general meeting. The documents will also be sent to the shareholders who request it and state their postal address. Such a request may be sent to OX2 AB (publ), “Extraordinary General Meeting”, Box 2299, SE‑103 17 Stockholm, Sweden or by e-mail to ir@ox2.com.
PERSONAL DATA
Personal data obtained from the share register, notices of attendance at the general meeting and information regarding proxies will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the general meeting.
For more information on how personal data is processed in connection with the general meeting, please refer to the privacy notice that is available on Euroclear Sweden AB’s website (www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).
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Stockholm in September 2024
OX2 AB (publ)
The board of directors
This English translation of the notice is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish original and the English translation, the Swedish original shall prevail.
For further information, please contact:
Henrik Vikström
Investor Relations Director
Tel. +4670 952 80 06
henrik.vikstrom@ox2.com