The board of directors proposes that the Company’s result shall be carried forward in new account and that no dividend shall be paid for the financial year 2021. Item 13. Resolution on an authorization for the board of directors to increase the share capital
The board of directors proposes that the general meeting resolves on an authorization for the board of directors to – for the period up to the next annual general meeting, with or without deviation from the shareholders’ preferential rights and at one or more occasions – resolve upon issuance of new shares, warrants and/or convertible debentures. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. Deviation from the shareholders’ preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the Company due to timing, commercial or similar reasons, and in order to enable acquisitions.
The chairman of the board of directors, the CEO 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. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.
Item 14. Resolution on an authorization for the board of directors to increase the share capital in the event of an impending takeover bid
The board of directors proposes that the general meeting resolves on an authorization for the board of directors to – for the period up to the next annual general meeting, with or without deviation from the shareholders’ preferential rights and at one or more occasions – resolve upon issuance of new shares, warrants and/or convertible debentures. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. Deviation from the shareholders’ preferential rights shall be allowed in order to prevent an impending takeover bid for shares and / or other share-related instruments in the Company, whereby the subscription price may fall below the market value. The authorization may only be used after completion of the planned delisting of the Company’s shares from Nasdaq First North and provided that it does not contravene the Swedish Companies Act (the “Companies Act”) or other applicable laws.
The chairman of the board of directors, the CEO 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. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.
Item 15. Resolution on changes to the articles of association
The board of directors proposes that the general meeting resolves on amendments to § 6 of the articles of association with regard to the election of the board of directors members. The proposed changes consist of:
i. a right for Inna Braverman and David Leb to, in connection with the annual general meeting, each appoint one (1) ordinary board member for the period until the end of the next annual general meeting, provided that the board subsequently consists of at least five members, as more than half of the members according to the Companies Act shall be appointed by the general meeting, and
ii. a requirement for consent from both David Leb and Inna Braverman for a valid resolution to amend § 6 of the articles of association.
The chairman of the board of directors, the CEO 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. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.
Item 16. Resolution on change of terms regarding issued Warrant series 2020/2024:A
On the annual general meeting held on June 26, 2020, it was resolved to implement Warrant series 2020/2024:A for employees, consisting of 1,055,845 warrants. Warrants under 2020/2024:A entitle the holder to subscribe for one (1) new share in the Company at an exercise price of SEK 0.02 during the period from June 26, 2024 up to and including December 31, 2024.
The board of directors proposes that the general meeting resolves on changes to the terms of Warrant series 2020/2024:A entailing an extension of the time period during which the warrants may be used for subscription of new shares from June 26, 2024 until and including December 31, 2032.
Complete terms and conditions for Warrant series 2020/2024:A will be available on the Company’s website www.ecowavepower.com.
A valid resolution 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. The resolution is subject to the majority requirements in Chapter 16 of the Companies Act.
Proposed resolutions by shareholders
Items 10-12. Election of and remuneration to the board of directors and auditors
The board of directors today consists of the following four (4) ordinary members without deputy members: Mats Andersson (chairman), Elias Jacobson, David Leb and Inna Braverman. It is proposed that the board of directors shall consist of five (5) ordinary members without deputy members until the end of the next annual general meeting. Furthermore, it is proposed that one registered accounting firm shall be elected as auditor.
It is proposed that the fees payable to the board of directors for the period until the end of the next annual general meeting shall amount to a total of SEK 900,000 out of which SEK 300,000 shall be paid to the chairman and SEK 200,000 to each of the other ordinary members, except for Inna Braverman who will receive no board fee. It is proposed that the Company’s auditor shall be paid in accordance with approved quotes and invoices.
All current board members are proposed to be re-elected until the end of the next annual general meeting. Mats Andersson is proposed to be re-elected as chairman of the board of directors. Furthermore, an additional board member will be proposed for new election on the meeting. The full list of proposed board members will be included in the postal voting form on the Company´s website at the latest three weeks prior to the meeting.
It is proposed to re-elect the accounting firm Ernst & Young AB (E & Y) as the Company´s auditor. The auditor has notified that Nils Andreas Nyberg will continue as chief auditor.
Item 17. Resolution on change of terms regarding issued Warrant series 2020/2024:B
On the annual general meeting held on June 26, 2020, it was resolved to implement Warrant series 2020/2024:B for board members, consisting of 527,922 warrants. Warrants under 2020/2024:B entitles the holder to subscribe for one (1) new share in the Company at an exercise price of SEK 9.38 during the period from June 26, 2024 up to and including December 31, 2024.
It is proposed that the general meeting resolves on changes to the terms of Warrant series 2020/2024:B, entailing an extension of the time period during which the warrants may be used for subscription of new shares from June 26, 2024 until and including December 31, 2027.
Complete terms and conditions for Warrant series 2020/2024:B will be available on the Company’s website www.ecowavepower.com.
A valid resolution 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. The resolution is subject to the majority requirements in Chapter 16 of the Companies Act.
(CONTINUA)