STOCKHOLM, June 1, 2022 /PRNewswire/ — Eco Wave Power Global AB (publ) (Nasdaq: WAVE) (Nasdaq First North: ECOWVE) -The shareholders in Eco Wave Power Global AB (publ), reg. no. 559202-9499 (the “Company” or “EcoWave”), are hereby given notice to attend the annual general meeting at 10:00 a.m. on Thursday, June 30, 2022. The meeting will be held through postal voting only (see below).
Pursuant to the Swedish Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, the board of directors of the Company has decided that the annual general meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have only the opportunity to vote by mail prior to the annual general meeting.
EcoWave welcomes all shareholders to exercise their voting rights at the annual general meeting through postal voting as described below. Information on the resolutions passed at the annual general meeting will be published on Thursday, June 30, 2022, as soon as the result of the postal voting has been finally confirmed.
Notice
Shareholders wishing to participate at the meeting must:
i. be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Tuesday, June 21, 2022; and
ii. notify the Company of their attendance no later than Wednesday, June 29, 2022 by casting their postal vote in accordance with the instructions under the heading “Postal voting” below so that the postal voting form is received by Setterwalls Advokatbyrå AB no later than that day. Please note that a notification to attend the general meeting can only be done by a postal vote.
A shareholder represented by proxy shall issue a power of attorney. Further instructions regarding this are available below under the heading “Proxy voting”.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB (so-called voting rights registration) in order to be entitled to participate and vote for their shares at the meeting through postal voting. The shareholder must inform the nominee well in advance of Tuesday, June 21, 2022, at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday, June 23, 2022, will, however, be taken into account in the preparation of the share register.
Postal voting
The shareholders may exercise their voting rights at the annual general meeting only by voting in advance, so-called postal voting, in accordance with Section 22 of the Swedish Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form will be available on the Company’s website, www.ecowavepower.com. The postal voting form is considered as the notification of participation at the annual general meeting.
The completed voting form must be received by Setterwalls Advokatbyrå AB no later than Wednesday, June 29, 2022. The form may be submitted by post to Setterwalls Advokatbyrå AB, Attn: Hugo Lemaire Månsson, P.O. Box 1050, 101 39 Stockholm, Sweden or via e-mail to hugo.lemairemansson@setterwalls.se.
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
The shareholders may request in the postal voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of postal voting. Such general meeting shall take place if the annual general meeting so resolves or if shareholders with at least one tenth of all shares in the Company so requests.
Proxy voting
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If the shareholder postal votes by proxy, the power of attorney shall be enclosed to the form. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to postal vote by proxy will be available on the Company’s website www.ecowavepower.com.
Processing of personal data
For information regarding how your personal data is processed in connection with the annual general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
1. Opening of the meeting and election of chairman of the meeting;
2. Preparation and approval of the voting list;
3. Election of one or two persons who shall approve the minutes of the meeting;
4. Approval of the agenda;
5. Determination of whether the meeting has been duly convened;
6. Submission of the annual report and the auditor’s report as well as of the financial statements and the auditor’s report;
7. Resolution in respect of adoption of the profit and loss statement and the balance sheet;
8. Resolution in respect of allocation of the Company’s result according to the adopted balance sheet;
9. Resolution in respect of the members of the board of directors’ and the CEO’s discharge from liability;
10. Determination of the number of members of the board of directors as well as of the number of auditors;
11. Determination of the fees payable to the members of the board of directors and the auditors;
12. Election of members of the board of directors and auditors;
13. Resolution on an authorization for the board of directors to increase the share capital;
14. Resolution on an authorization for the board of directors to increase the share capital in the event of an impending takeover bid;
15. Resolution on changes to the articles of association;
16. Resolution on change of terms regarding issued warrants series 2020/2024:A;
17. Resolution on change of terms regarding issued warrants series 2020/2024:B;
18. Closing of the meeting.
Proposed resolutions by the board of directors
Item 1. Election of chairman
Marcus Nivinger (lawyer at Setterwalls Advokatbyrå) is proposed as chairman of the meeting, or if he is unable to attend the meeting, any other person proposed by the board of directors.
Item 2. Preparation and approval of the voting list
The voting list that is proposed for approval is the voting list to be prepared by Setterwalls Advokatbyrå AB on behalf of the Company, based on the shareholders’ register for the general meeting kept by Euroclear Sweden AB, and postal votes received, and approved by the person(s) appointed to approve the minutes.
Item 3. Election of one or two persons who shall approve the minutes of the meeting
The board of directors proposes that Mats Andersson is to be appointed as person verifying the minutes together with the chairman of the general meeting, or in the event he is prevented from doing so, the person the board of directors appoints instead. The person appointed to verify the minutes shall, apart from approving the minutes of the general meeting together with the chairman of the general meeting, check the voting list and that the result of received votes are correctly reflected in the minutes of the general meeting.
Item 8. Allocation of the Company’s result
(CONTINUA)