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March 28, 2022, 09:00
 Non-regulatory

NOTICE OF ANNUAL GENERAL MEETING IN OX2 AB (PUBL)

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The shareholders of OX2 AB (publ), 556675-7497, are hereby summoned to the annual general meeting on Wednesday, 4 May 2022 at 16:00 (CEST) at Oscarsteatern, Kungsgatan 63, SE-111 22 Stockholm, Sweden. Entry and registration begin at 15:30 (CEST).

The board of directors has, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act and the company’s articles of association, decided that the shareholders shall be able to exercise their voting rights by post prior to the annual general meeting. Accordingly, shareholders may choose to participate in the annual general meeting in person, by proxy or through postal voting.

EXERCISE OF VOTING RIGHTS AT THE ANNUAL GENERAL MEETING

Shareholders who wish to exercise their voting rights at the annual general meeting must:

  • be registered in the share register kept by Euroclear Sweden AB (“Euroclear”) on Tuesday, 26 April 2022 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 Thursday, 28 April 2022; and
  • give notice of participation in accordance with the instructions set out under the heading “Notification of attendance in person or by proxy” or submit a postal vote in accordance with the instructions set out under the heading “Instructions for postal voting” not later than on Thursday, 28 April 2022.

Notification of attendance in person or by proxy

Shareholders who wish to attend the annual general meeting in person or by proxy shall give notice to the company of this not later than on Thursday, 28 April 2022 either:

  • electronically on the company’s website (www.ox2.com); or
  • by post to OX2 AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden.

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 or exercise their voting rights by postal voting may exercise their voting rights at the annual 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 annual general meeting, powers of attorney, certificates of registration and other authorisation documents should be received by the company at the address OX2 AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden not later than on Thursday, 28 April 2022. Please note that notification of participation at the annual general meeting must be made even if the shareholder wishes to exercise its voting rights at the annual general meeting through a proxy. A submitted power of attorney is not considered as a notification of participation at the annual general meeting. A form of power of attorney in Swedish and in English is available on the company’s website (www.ox2.com).

Instructions for postal voting

Shareholders who wish to exercise their voting rights through postal voting must use the postal voting form and follow the instructions that are available on the company’s website (www.ox2.com). The postal vote must be received by the company not later than on Thursday, 28 April 2022. The postal voting form must either:

  • be sent by e-mail to GeneralMeetingService@euroclear.com;
  • be submitted electronically in accordance with the instructions on the company’s website (www.ox2.com); or
  • be sent by post to OX2 AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden.

Shareholders who wish to revoke a submitted postal vote and instead exercise their voting rights by attending the annual general meeting in person or by proxy must notify the secretariat of the annual general meeting before the annual general meeting opens.

Personal data

Personal data obtained from the share register, notices of attendance at the annual general meeting and information regarding proxies will be used for registration, preparation of the voting list for the annual general meeting and, where applicable, the minutes of the annual general meeting.

For more information on how personal data is processed in connection with the annual general meeting, please refer to Euroclear’s privacy notice that is available on Euroclear’s website (www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).

PROPOSED AGENDA

  1. Election of the chairman of the annual 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 annual general meeting has been duly convened
  6. Presentation of the annual report and the auditor’s report, the consolidated financial report and the auditor’s report of the consolidated financial report as well as the remuneration report and the auditor’s statement on compliance with the remuneration guidelines
  7. Resolution on:
    1. adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
    2. disposition of the company’s profit as shown in the adopted balance sheet
    3. discharge of liability of the members of the board of directors and the managing director
    4. approval of the remuneration report
  8. Determination of the number of members of the board of directors and auditors
  9. Determination of the fees to be paid to the members of the board of directors and the auditor
  10. Election of the members of the board of directors and the auditor
  11. Resolution on an authorisation for the board of directors to resolve on issuances of shares
  12. Resolution on implementation of a long-term incentive programme in the form of a share savings programme for certain key persons
  13. Resolution on implementation of a long-term incentive programme in the form of a warrant programme for certain board members
  14. Resolution on guidelines for remuneration to senior executives
  15. Resolution on the nomination committee
  16. Closing of the annual general meeting

PROPOSED RESOLUTIONS

Item 1: Election of the chairman of the annual general meeting

The nomination committee proposes that Gustav Skogö Nyvang, member of the Swedish Bar Association, shall be appointed as chairman of the annual general meeting or, in his absence, the person appointed by a representative of the nomination committee.

Item 4: Election of one or two persons to verify the minutes

The board of directors proposes that Vesna Ekedahl, who represents Peas Industries, or if she is absent, the person appointed by the board of directors, is appointed to verify the minutes of the annual general meeting.

Item 7(b): Resolution on disposition of the company’s profit as shown in the adopted balance sheet

The board of directors proposes that no dividends shall be paid.

Item 8: Determination of the number of members of the board of directors and auditors

The nomination committee proposes that the number of members of the board of directors to be elected by the annual general meeting shall be eight without deputies and that the company shall have one auditor without a deputy auditor.

Item 9: Determination of the fees to be paid to the members of the board of directors and the auditor

The nomination committee proposes that the annual general meeting resolves on fees to the members of the board of directors on an annual basis, for the period until the end of the next annual general meeting, in accordance with the following:

  • SEK 300,000 shall be paid to each of the members of the board of directors;
  • SEK 150,000 shall be paid to the chairman of the audit committee and SEK 100,000 to a member of the audit committee;
  • SEK 100,000 shall be paid to the chairman of the investment committee and SEK 75,000 to a member of the investment committee;
  • SEK 75,000 shall be paid to the chairman of the remuneration committee and SEK 50,000 to a member of the remuneration committee; and
  • remuneration for ad hoc committees that are established by the board of directors shall be paid with an amount of SEK 7,500 per meeting (however not more than SEK 75,000 per board member).

The nomination committee also proposes that the annual general meeting resolves that the fees to the auditor shall be paid in accordance with approved invoices.

Item 10: Election of the members of the board of directors and the auditor

The nomination committee proposes the following with regard to the election of members of the board of directors, chairman of the board of directors and auditor for the period until the end of the next annual general meeting:

Election of members of the board of directors

  1. Johan Ihrfelt (re-election)
  2. Thomas von Otter (re-election)
  3. Anna-Karin Eliasson Celsing (re-election)
  4. Niklas Midby (re-election)
  5. Petter Samlin (re-election)
  6. Jan Frykhammar (re-election)
  7. Malin Persson (re-election)
  8. Ann Grevelius (re-election)

Election of chairman of the board of directors

  1. Johan Ihrfelt (re-election)

Election of auditor

  1. Deloitte AB (re-election)

The nomination committee’s complete proposals, including a presentation of the proposed members of the board of directors and an assessment of their independence in relation to the company, the executive management and the company’s major shareholders, are available on the company’s website (www.ox2.com).

Item 11: Resolution on an authorisation for the board of directors to resolve on issuances of shares

The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions during the period before the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve upon the issuance of new shares. The reason for the deviation from the shareholders’ preferential rights shall, in such case, be to enable the use of new shares as payment or financing of acquisitions of assets or businesses. The board of directors shall have the right to resolve that shares shall be paid in cash and/or by way of set-off or in kind.

The board of directors’ authorisation shall be limited so that the board of directors may not resolve upon the issuance of shares that entails the issuance of shares corresponding to more than ten per cent of the total number of shares in the company at the time when the authorisation is exercised by the board of directors for the first time. In the event that new shares are issued with deviation from the shareholder’s preferential rights, the new share issue shall be carried out on market terms.

The board of directors, the managing director or the person appointed by the board of directors shall have the right to make the minor adjustments to the resolution that may prove to be necessary in connection with the registration with the Swedish Companies Registration Office.

Majority requirements etc.

A resolution pursuant to item 11 is valid only where supported by shareholders holding not less than two-thirds of the votes cast as well as the shares represented at the annual general meeting.

Item 12: Resolution on implementation of a long-term incentive programme in the form of a share savings programme for certain key persons

The share savings programme in brief

The board of directors proposes that the annual general meeting resolves to implement a long-term incentive programme in the form of a share savings programme for certain existing and future key persons in the group who do not participate in the company’s existing shareholder programme (which was implemented before the company was listed on Nasdaq First North Premier Growth Market) (up to 44 persons) and for a future key person in the group (up to 1 person) (the “Share Savings Programme”).

The board of directors’ proposal entails that the annual general meeting resolves (i) to implement a long-term incentive programme in the form of a share savings programme, (ii) on a directed issue of not more than 475,957 warrants to the company and (iii) to approve that the company transfer warrants.

The purpose of the Share Savings Programme and the reasons for the deviation from the shareholders’ preferential rights are to create conditions for retaining and recruiting competent personnel to the group, increase motivation amongst the participants, increase the participants’ loyalty to the company and align their interests with that of the company’s shareholders as well as promote an individual shareholding in the company and thereby promote shareholder value and the long-term value growth of the company.

The terms and conditions of the Share Savings Programme

The board of directors proposes that the Share Savings Programme is implemented in accordance with the following principal terms and conditions.

  1. The Share Savings Programme is directed to certain existing and future key persons in the group who do not participate in the company’s existing shareholder programme (up to 44 persons) and to a future key person in the group (up to 1 person) (the “Participants”).
  2. Participation in the Share Savings Programme requires that the Participants for own funds acquire shares in the company (“Saving Shares”) on the marketplace where the company’s shares are listed from time to time (the “Nasdaq Marketplace”) for an amount of not less than SEK 20,000. The highest permitted investment in Saving Shares depends on the category to which the Participant belongs in accordance with what is stated in the table below.

Number of ParticipantsHighest permitted investment per Participant
Category 11)20SEK 75,000 (however not more than 1,184 Saving Shares)
Category 21)13SEK 150,000 (however not more than 2,370 Saving Shares)
Category 31)11SEK 300,000 (however not more than 4,741 Saving Shares)
Category 42)1SEK 1,000,000 (however not more than 15,803 Saving Shares)
1) Categories 1–3 comprise existing and future key persons in the group. The category to which each Participant belongs depends on, among other things, the Participant’s responsibilities/position and salary.
2) Category 4 comprises a future key person in the group.
  1. Participants must acquire Saving Shares on the Nasdaq Marketplace in accordance with the following:

(a) Participants who belong to any of categories 1–3 and who are employed, or who have entered into an employment agreement but not assumed their positions, within the group must acquire Saving Shares on the Nasdaq Marketplace not later than on 29 June 2022 if the employment begun, or the employment agreement was entered into, before this date.
(b) Future Participants who belong to any of categories 1–3 and who enter into an employment agreement within the group after 29 June 2022 must acquire Saving Shares on the Nasdaq Marketplace not later than on 31 December 2022.
(c) Future Participants who belong to category 4 must acquire Saving Shares on the Nasdaq Marketplace not later than the on the day preceding the annual general meeting 2023.
The board of directors shall be entitled to bring forward or postpone the last date of purchase pursuant to items (a)–(c) above for one or several Participants (however, the last date of purchase may not occur later than on the day preceding the annual general meeting 2023 for any Participant).

  1. Each Saving Share entitles the Participants, subject to the restrictions set out in items 8 and 9, to receive 0.5 shares in the company free of charge (“Matching Shares”) at the expiry of a three-year vesting period that begins on the following dates and expires three years after the respective date: (i) 30 June 2022 for Participants who have acquired Saving Shares pursuant to item 3(a) above, (ii) 1 January 2023 for Participants who have acquired Saving Shares pursuant to item 3(b) above and (iii) the date on which the Saving Shares were acquired for Participants who have acquired Saving Shares pursuant to item 3(c) above (the “Vesting Period”). The board of directors shall be entitled to bring forward or postpone the date on which the Vesting Period begins pursuant to items (i)–(iii) above for one or several Participants (however that the Vesting Period may not be less than three years for any Participant).
  2. If the aggregated number of Matching Shares that a Participant is entitled to receive at the expiry of the Vesting Period does not correspond to an integer, the number of Matching Shares that the Participant is entitled to receive shall be rounded downwards to the nearest integer.
  3. In addition, each Saving Share entitles the Participants, subject to the restrictions set out in items 8 and 9 and provided that the conditions in item 7 are met, to receive shares in the company free of charge (“Performance Shares”) depending on which category the Participants belong to (not more than three shares in total for the respective Participant in categories 1–3 and not more than six shares in total for Participants in category 4) and on the fulfilment of the performance conditions set out in the table below.

Performance Shares for fulfilment of Condition 11)Performance Shares for fulfilment of Condition 1 and Condition 21)Performance Shares for fulfilment of Condition 1, Condition 2 and Condition 31)
Participants in categories 1–3123
Participants in category 4246
1) The maximum number of Performance Shares that each Saving Share entitles the Participants in each category to allotment of. The conditions 1–3 are defined in item 7 below.
  1. The right to receive Performance Shares is conditional upon the fulfilment of the performance conditions set out below.
Condition 1means that the share price of the company’s shares on the Nasdaq Marketplace at expiry of the Vesting Period for the respective Participant has increased by more than 10 per cent per year in average during the Vesting Period.
Condition 2means that the share price of the company’s shares on the Nasdaq Marketplace at the expiry of the Vesting Period for the respective Participant has increased by more than 15 per cent per year in average during the Vesting Period.
Condition 3means that the share price of the company’s shares on the Nasdaq Marketplace at the expiry of the Vesting Period for the respective Participant has increased by more than 20 per cent per year in average during the Vesting Period.
  1. The right to receive Matching Shares and Performance Shares is conditional upon the Participant retaining the Saving Shares during the entire Vesting Period and that the Participant’s employment has not been terminated at the expiry of the Vesting Period. The board of directors has the right to waive these conditions, for example if the Participant’s employment is terminated due to death, long-term illness, statutory retirement age or if the group has terminated the Participant’s employment without cause (including termination of employment due to redundancy).
  2. In total, not more than 61,216 Matching Shares and 414,741 Performance Shares may be allotted to the Participants in the Share Savings Programme.
  3. Provided that the above conditions are met, Matching Shares and Performance Shares are expected to be transferred to the Participants within 60 days from the expiry of the Vesting Period for the respective Participant. The board of directors has the right to extend such period if Participants are prevented from acquiring shares during the specified period due to applicable laws and regulations.
  4. The number of Matching Shares and Performance Shares to be allotted (if any) may be recalculated by the board of directors in the event of new issues, share splits, reversed share splits or similar events.
  5. If there are significant changes in the company or the market, or if the costs of the Share Savings Programme significantly exceed the estimated costs, and this, at the board of directors’ discretion, result in a situation where the conditions for allotment of Matching Shares and/or Performance Shares become unreasonable, the board of directors has the right to make adjustments in the Share Savings Programme, including, for example, resolving to reduce the allotment of Matching Shares and/or Performance Shares or not to allot any Matching Shares and/or Performance Shares at all.
  6. Participation in the Share Savings Programme requires that it is permitted and appropriate pursuant to applicable laws and regulations in the jurisdiction in which the relevant Participant resides and that the board of directors deems it feasible at reasonable administrative and financial costs.
  7. If delivery of Matching Shares and/or Performance Shares to a Participant cannot take place in accordance with applicable laws and regulations, or at reasonable costs or with reasonable administrative efforts, the board of directors may decide that part or all of the allotment to such Participant shall be paid in cash instead of with shares. The board of directors may also decide to withhold allotted Matching Shares and/or Performance Shares and that the company shall pay part of the allotment in cash to facilitate the payment of the Participant’s tax liabilities.
  8. The board of directors is responsible for the detailed design and implementation of the Share Savings Programme. Accordingly, the board of directors shall prepare the necessary documentation in full text for the Participants and otherwise manage and administer the Share Savings Programme.

Issue of warrants of series 2022/2025
The board of directors proposes that the annual general meeting resolves to issue warrants in the company on the following terms and conditions.

Number of warrants to be issued

Not more than 475,957 warrants shall be issued.

Subscription right

The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, rest with the company.

Reason for deviation from the shareholders’ preferential rights

The reason for the deviation from the shareholders’ preferential rights is to ensure delivery of shares under the Share Savings Programme.

Subscription period

The warrants shall be subscribed for on a separate subscription list not later than on 1 July 2022.

Subscription price and payment

The warrants shall be issued free of charge.

Terms and conditions for the warrants

  1. Each warrant shall entitle the holder to subscribe for one new share in the company.
  2. The subscription price for each new share shall correspond to the quota value of the share.
  3. The warrants may be exercised during the period from and including 1 July 2025 up to and including 30 June 2026. Pursuant to the terms and conditions of the warrants, the period during which the warrants may be exercised may be extended if holders are prevented from exercising their subscription rights due to applicable laws on insider trading or equivalent.
  4. The new shares shall carry rights to dividends for the first time on the record date for dividends that occurs immediately after the subscription has been effected.

The complete terms and conditions of the warrants will be available on the company’s website (www.ox2.com) not later than on 13 April 2022. Pursuant to the terms and conditions of the warrants, the number of shares that each warrant entitles to subscription of may be subject to customary re-calculation in certain cases.

Increase of the share capital

The company’s share capital may, upon exercise of all 475,957 warrants, increase by SEK 951.914 (calculated on a quota value of SEK 0.002), subject to such re-calculation of the number of shares that each warrant entitles to subscription of that may be made in accordance with the complete terms and conditions of the warrants.

Authorisation

The board of directors shall have the right to extend the subscription period for the warrants.

Approval of transfer of warrants

The board of directors proposes that the annual general meeting resolves to approve that the company transfers not more than 475,957 warrants of series 2022/2025 free of charge to Participants in the Share Savings Programme (and/or to a designated third-party) in connection with delivery of Matching Shares and/or Performance Shares under the Share Savings Programme.

Costs

The costs for the Share Savings Programme will be calculated in accordance with IFRS 2 and amortised over the Vesting Period.

Assuming (i) a share price of SEK 69.60 (which corresponds to the closing price of the company’s share on Nasdaq First North Premier Growth Market on 25 March 2022) at the time of the implementation of the Share Savings Programme, (ii) that each Participant invests in Saving Shares up to the highest amount, (iii) that 100 per cent of the highest number of Matching Shares are allotted, (iv) that 100 per cent of the highest number of Performance Shares are allotted, (v) an annual staff turnover of 10 per cent and (vi) a total increase of the share price of 100 per cent during the Vesting Period, the total costs for the Share Savings Programme, including social security contributions, are estimated to amount to approximately SEK 24.7 million.

The costs (equivalent to approximately SEK 8.2 million per year during the Vesting Period) should be viewed in relation to the company’s total costs for salaries and other remuneration to employees, which for the financial year 2021 amounted to approximately SEK 283 million.

Dilution effect and effect on key ratios

If all 475,957 warrants of series 2022/2025 are exercised for subscription of 475,957 new shares in the company, a dilution effect of approximately 0.17 per cent arises (calculated on the number of shares in the company at the time of the notice of the annual general meeting). The dilution is expected to result in a corresponding dilution of the earnings per share in the company.

The costs of the Share Savings Programme are expected to have a marginal effect on the group’s key ratios.

Other incentive programmes in the company

Since 2020, the company has a share programme for senior executives and other key personnel, whereby the participants have purchased shares at market value in connection with the establishment of the programme. A total of 11,880,652 shares are included in the programme, of which 790,462 shares were acquired by the company’s managing director and 789,168 shares were acquired by members of the board of directors of the company.

In addition to the board of directors’ proposal for the Share Savings Programme, certain major shareholders of the company propose that the annual general meeting resolves to implement a long-term warrant programme for certain board members (see separate proposal).

Preparation of the proposal

The incentive programme has been prepared by the remuneration committee of the board of directors in consultation with external advisors.

Majority requirements

A resolution pursuant to item 12 is valid only where supported by shareholders holding not less than nine-tenths of the votes cast as well as the shares represented at the annual general meeting.

Item 13: Resolution on implementation of a long-term incentive programme in the form of a warrant programme for certain board members

The warrant programme in brief

Peas Industries AB as well as Altor Fund V (No. 1) AB and Altor Fund V (No. 2) AB (together, the “Principal Owners”), representing approximately 67 per cent of all shares and votes in the company, propose that the annual general meeting resolves to implement a long-term incentive programme for the board members Malin Persson and Ann Grevelius (provided that the annual general meeting resolves to re-elect the said persons as members of the board of directors of the company in accordance with the nomination committee’s proposal) in the form of a warrant programme (the “Warrant Programme”).

The Principal Owners’ proposal entails that the annual general meeting resolves (i) to implement a long-term incentive programme in the form of a warrant programme, (ii) on a directed issue of not more than 35,028 warrants to the company and (iii) to approve that the company transfers warrants to the participants of the Warrant Programme.

The purpose of the Warrant Programme and the reasons for the deviation from the shareholders’ preferential rights are to be able to offer the said members of the board of directors an opportunity to take part in value growth of the company’s shares, which can be expected to lead to an increased long-term commitment to the company’s operations and earnings development as well as increase the motivation and sense of belonging with the company. The Principal Owners believe that it may have a positive impact on the company’s continued development to the benefit of the company and its shareholders.

Issue of warrants series 2022/2026
The Principal Owners propose that the annual general meeting resolves to issue warrants in the company on the following terms and conditions.

Number of warrants to be issued

Not more than 35,028 warrants shall be issued.

Subscription right

The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, rest with the company.

Reason for deviation from the shareholders’ preferential rights

The reason for the deviation from the shareholders’ preferential rights is to be able to offer the said members of the board of directors an opportunity to take part in value growth of the company’s shares, which can be expected to lead to an increased long-term commitment to the company’s operations and earnings development as well as increase the motivation and sense of belonging with the company. The Principal Owners believe that it may have a positive impact on the company’s continued development to the benefit of the company and its shareholders.

Subscription period

The warrants shall be subscribed for on a separate subscription list not later than on 6 May 2022.

Subscription price and payment

The warrants shall be issued free of charge.

Terms and conditions for the warrants

  1. Each warrant shall entitle the holder to subscribe for one new share in the company.
  2. The subscription price for each new share shall be equal to an amount corresponding to 120 per cent of the volume-weighted average price for the company’s share on the marketplace where the company’s shares are listed from time to time during the period from and including 20 April 2022 up to and including 3 May 2022 (the “Base Price”). The Base Price and the subscription price determined in accordance with the above shall be rounded to the nearest SEK 0.10, whereupon SEK 0.05 shall be rounded downwards.
  3. The warrants may be exercised during the period from and including 1 June 2026 up to and including 30 June 2026. Pursuant to the terms and conditions of the warrants, the period during which the warrants may be exercised may be extended if holders are prevented from exercising their subscription rights due to applicable laws on insider trading or equivalent.
  4. The new shares shall carry rights to dividends for the first time on the record date for dividends that occurs immediately after the subscription has been effected.
  5. Holders of the warrants shall have the right to, upon subscription of shares by exercise of the warrants, request that an alternative exercise model is applied in accordance with the complete terms and conditions of the warrants. Upon application of the alternative exercise model, (i) the subscription price for each share shall correspond to the quota value of the share and (ii) the warrants shall entitle to a re-calculated lower number of shares (subject to any re-calculation in accordance with the complete terms and conditions of the warrants). Assuming that the subscription price for subscription of shares by exercise of the warrants is determined at SEK 83.50 per share (i.e., corresponding to a Base Price of SEK 69.60), the alternative exercise model, if fully applied, would entail the following effects upon subscription of new shares by exercise of all 35,028 warrants if the share price for the company’s shares upon subscription would correspond the amounts stated below:

Illustrative example based on an assumed subscription price of SEK 83.50 per share

Share price upon subscriptionTotal number of new sharesTotal dilution
SEK 103.506,7680.002%
SEK 123.5011,3450.004%
SEK 143.5014,6460.005%

The complete terms and conditions of the warrants will be available on the company’s website (www.ox2.com) not later than on 13 April 2022. Pursuant to the terms and conditions of the warrants, the subscription price and the number of shares that each warrant entitles to subscription of may be subject to customary re-calculation in certain cases.

Increase of the share capital

The company’s share capital may, upon exercise of all 35,028 warrants, increase by SEK 70.056 (calculated on a quota value of SEK 0.002), subject to such re‑calculation of the number of shares that each warrant entitles to subscription of that may be made in accordance with the complete terms and conditions of the warrants and irrespective of if the alternative exercise model is applied. If the subscription price exceeds the quota value of the shares, the excess amount shall be allotted to the non-restricted statutory reserve (Sw. den fria överkursfonden).

Authorisation

The board of directors shall have the right to extend the subscription period for the warrants.

Approval of transfer of warrants to participants in the incentive programme

The Principal Owners propose that the annual general meeting resolves to approve that the company transfers not more than 35,028 warrants of series 2022/2026 to Malin Persson and Ann Grevelius (or retains and later transfers warrants to these persons) on the following terms and conditions.

Price and valuation

Payment of the warrants shall be made in cash. The warrants shall be acquired at an estimated market price, which shall be determined in accordance with the Black & Sholes valuation model. The valuation of the warrants shall be made by PwC.

The warrants’ preliminary market price has, in accordance with a valuation based on a market value of the underlying share of SEK 69.60 (corresponding to the closing price of the company’s share on Nasdaq First North Premier Growth Market on 25 March 2022), been determined to SEK 15.70 per warrant (assuming a subscription price of SEK 83.50 per share). In the preliminary valuation, PwC has assumed a risk-free interest rate of 0.9 per cent, a volatility of 35.0 per cent and an average expected dividend of 0.0 per cent during the term.

Allotment of warrants

The board of directors shall decide on the allotment of warrants in accordance with the following principles.

  1. Malin Persson and Ann Grevelius shall be entitled to acquire a maximum of 17,514 warrants each.
  2. Transfer of warrants shall take place not later than on 31 May 2022. If applicable insider rules prohibit a participant from acquiring warrants in the company before 31 May 2022, the board of directors shall be entitled to postpone this date.
  3. Warrants may only be transferred to the participants of the Warrant Programme if the respective person is still a member of the board of directors of the company at the time of the transfer.
  4. In connection with the transfer of warrants to the participants of the Warrant Programme, the company shall reserve the right to repurchase warrants if the participant’s board assignment in the company terminates or if the participant wishes to transfer warrants.

Costs

Since the warrants will be transferred at market value, transfers to the participants of the Warrant Programme will not give rise to any social security costs for the group.

The Warrant Programme will give rise to certain limited costs related to the preparation and administration of the Warrant Programme.

Dilution effect and effect on key ratios

If all 35,028 warrants of series 2022/2026 are exercised for subscription of 35,028 new shares in the company, a dilution effect of approximately 0.01 per cent arises (calculated on the number of shares in the company at the time of the notice of annual general meeting). The dilution is expected to result in a corresponding dilution of the earnings per share in the company. If the alternative exercise model is applied, the dilution effect will be lower.

The costs for the Warrant Programme are expected to have a marginal effect on the group’s key ratios.

Other incentive programmes in the company

Since 2020, the company has a share programme for senior executives and other key personnel, whereby the participants have purchased shares at market value in connection with the establishment of the programme. A total of 11,880,652 shares are included in the programme, of which 790,462 were acquired by the company’s managing director and 789,168 shares were acquired by members of the board of directors of the company.

In addition to the Principal Owners’ proposal for the Warrant Programme, the company’s board of directors proposes that the annual general meeting resolves to implement a share savings programme for certain key persons (see separate proposal).

Preparation of the proposal

The Warrant Programme has been prepared by the Principal Owners.

Majority requirements

A resolution pursuant to item 13 is valid only where supported by shareholders holding not less than nine-tenths of the votes cast as well as the shares represented at the annual general meeting.

Item 14: Resolution on guidelines for remuneration to senior executives

The board of directors proposes that the following guidelines for remuneration to the senior executives shall be applied to remuneration agreed upon by the company after the annual general meeting 2022. The guidelines do not cover such issues and transfers that are covered by Chapter 16 of the Swedish Companies Act or remuneration resolved upon or approved by the general meeting.

General principles for remuneration and other terms and conditions

These guidelines apply to remuneration to senior executives in the company. For the purposes of these guidelines, senior executives include the CEO, the deputy CEO (if applicable) and certain other executives who, from time to time, are members of the group management and who report directly to the CEO. As of the date of these guidelines, OX2’s senior executives comprise of CEO, CFO, Head of Transactions, Head of Development and Acquisitions, Chief Strategy Officer, Transformation and Operations Director, Chief People Officer and Chief Communications Officer.

These guidelines do not apply to any remuneration already resolved upon or approved by the general meeting and are only applicable to remuneration agreed, and amendments to remuneration already agreed, after the adoption of these guidelines by the annual general meeting 2022.

Purpose and general remuneration principles

These guidelines constitute a frame for remuneration to senior executives decided upon by the board of directors during the period of time for which the guidelines are in force.

OX2 develops, builds and manages renewable power generation. As a consequence, OX2 competes for senior management talent with a broad tech industry. The purpose of these guidelines is to ensure OX2’s competiveness as an employer in all of the geographies and domains where the company operates. For further information regarding the company’s strategic priorities, please refer to the company’s annual report and the company’s website: www.ox2.com.

The company’s remuneration principles shall be designed to ensure responsible and sustainable remuneration decisions that support the company’s business strategy, long-term interests and sustainable business practices. To this end, salaries and other employment terms need to enable the company to retain, develop and recruit skilled senior executives with relevant experience and competence. The remuneration shall be on market terms, competitive and reflect the performance and responsibilities of individual senior executives.

In the preparation of the board of directors’ proposal for these guidelines, remuneration and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and its conditions in the remuneration committee’s and the board of directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

Remuneration for senior executives shall be duly adjusted to comply with any local mandatory rules in the jurisdiction of their employment and may be duly adjusted to comply with established local practice, taking into account, to the extent possible, the overall purpose of the guidelines.

Elements of remuneration

The remuneration to the senior executives covered by these guidelines may consist of fixed cash salary, variable cash salary, pension and non-financial benefits. In addition hereto, the general meeting may decide on share-based long-term incentive programmes in which senior executives can participate.

Principles for fixed cash salary

The fixed cash salary shall be in line with market conditions, be competitive and shall take into account the scope and responsibility associated with the position as well as the skills, experience and performance of each senior executive.

Principles for variable cash salary

Variable cash salary (i.e., cash bonuses) shall be based on a set of predetermined and measurable performance criteria that reflect the key drivers for pursuing the company’s business strategy, long-term interests and sustainable business practices. Such criteria shall consist of key performance indicators both for the company’s overall and financial performance as well as individual performance. To which extent the criteria for awarding variable cash salary have been satisfied shall be determined when the relevant measurement period of the performance criteria has ended. Such variable cash salary shall be evaluated and documented on an annual basis.

Variable cash remuneration may amount to a maximum of 100 per cent of the fixed annual cash salary for each senior executive.

Principles for pension benefits

Pension benefits shall be based on local practices and applicable law. Any deviations to local common practice in pensions are to be separately approved by the remuneration committee and documented in its report to the board of directors. Pension benefits may not amount to more than 35 per cent of the annual fixed cash salary of each senior executive, provided that mandatory provisions of applicable laws do not require a higher pension provision.

Principles for non-financial benefits

Non-financial benefits shall be based on market terms and shall facilitate the duties of the senior executive. The aim of the company is to have sufficiently competitive salaries and incentive programmes and minimise additional non-financial benefits. Any non-financial benefits, beyond what is offered to the entire workforce of OX2, shall be reviewed and approved by the remuneration committee. Premiums and other costs related to non-financial benefits may not exceed 20 per cent of the annual fixed cash salary of each senior executive.

Share-based long-term incentive programmes

Such issues and transfers that are covered by Chapter 16 of the Swedish Companies Act and remuneration resolved upon or approved by the general meeting are not covered by these guidelines. Accordingly, these guidelines do not apply to, inter alia, share-based long-term incentive programmes resolved upon or approved by the general meeting. However, as a principle, it is the aim of the board of directors to propose such programmes to the annual general meeting each year, as attractive share-based long-term incentive programmes form a critical part of the total compensation for senior executives and will allow the company to retain and recruit the talent it needs for further growth.

Preparation and review of these guidelines

These guidelines have been prepared by the board of directors’ remuneration committee. The remuneration committee shall have a preparatory function, in relation to the board of directors, in respect of principles for remuneration and other terms of employment regarding the senior executives. With the recommendation of the remuneration committee as the basis, when the need arises for significant changes in the guidelines, but at least every fourth year, the board of directors shall prepare a proposal for guidelines for resolution by the annual general meeting. The annual general meeting shall decide on such proposals. Resolved guidelines may also be amended by way of resolution by general meetings other than annual general meetings.

Within the scope and on the basis of these guidelines, the board of directors shall, based on the remuneration committee’s preparation and recommendations, annually decide on the general principles and structure of the remuneration of the executive team and specific remuneration terms for the CEO and make such other resolutions in respect of remuneration for the CEO that may be required. The specific remuneration terms for each senior executive (other than the CEO) shall be prepared by the CEO and be agreed with the chair of the board of directors in consultation with the remuneration committee (if needed).

The CEO and the other senior executives do not participate in the board of directors’ handling of and resolutions regarding remuneration-related matters if they are affected by such matters.

Termination of employment

Upon termination of an employment by the company or the executive, the notice period may not exceed twelve months. Fixed cash salary during the notice period and severance pay (if any) may not together exceed an amount corresponding to the annual fixed cash salary for two years.

Derogations from these guidelines

The board of directors may temporarily resolve to derogate from these guidelines, in whole or in part, if in a specific case there is special cause for such derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability.

Item 15: Resolution on the nomination committee

The nomination committee proposes that the annual general meeting resolves that the procedure and instruction for election of the nomination committee that was resolved by the annual general meeting 2021 shall apply unchanged until further notice.

NUMBER OF SHARES AND VOTES

As of the date of this notice, the total number of shares 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 and any circumstances that may affect the assessment of the company’s financial position. The duty to provide information shall also apply to the company’s relationship with another group company, the consolidated accounts and such circumstances regarding subsidiaries that are referred to in the preceding sentence.

AVAILABLE DOCUMENTS

Complete proposals and other documentation that shall be kept available before the annual 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 annual 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), “Annual General Meeting”, Box 2299, SE-103 17 Stockholm, Sweden or by e-mail to press@ox2.com.

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Stockholm in March 2022
OX2 AB (publ)
The board of directors