Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Industri |
| Industri | Maskinindustri |
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The annual general meeting of OXE Marine AB (publ), reg. no. 556889-7226, will be held on 24 April 2026 at 11:00 at the Company's office at Metallgatan 6, 262 72 Ängelholm. Registration to the annual general meeting will commence at 10:30.
Notification etc.
Those who wish to participate in the meeting must:
- be listed as a shareholder in the share register prepared by Euroclear Sweden AB concerning the circumstances as per the record date of 16 April 2026; and
- give notice of intent to participate no later than on 20 April 2026. Notification shall be made either in writing to OXE Marine AB (publ), attn: Paul Frick, Metallgatan 6, SE-262 72 Ängelholm, or by e-mail, OXEAGM@mollwenden.se.
The notice should include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two (2). The notification should, where appropriate, be accompanied by proxies, registration certificates and other documents of authority.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the annual general meeting, register its shares in its own name at Euroclear Sweden AB so that the shareholder is listed in the share register as of the record date of 16 April 2026. Such re-registration may be temporary (so called voting rights registration), and a request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that has been made by the nominee no later than the second banking day after 16 April 2026, will be taken into account in the presentation of the share register.
Proxies etc.
If a shareholder is to vote through a proxy, a written, dated and signed proxy by the shareholder must be provided at the general meeting. The proxy may not be older than one (1) year, unless longer validity (maximum of five (5) years) is stated in the proxy. If the proxy is issued by a legal entity, the current registration certificate or equivalent authorisation document for the legal entity must also be provided. To facilitate the proceedings, a copy of the proxy and other documents of authority should be enclosed with the registration for the general meeting. Proxy forms will be kept available on the company’s website, www.oxemarine.com, and at the company’s head office and will be sent by post to shareholders who contact the company and state their address.
Proposed agenda
- Opening of the general meeting
- Election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes of the meeting
- Determination of whether the meeting was duly convened
- Presentation of the annual report and the auditor’s report as well as the consolidated accounts and the auditor’s report on the consolidated accounts
- Address by the CEO
- Resolutions regarding
- the adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet;
- allocation of the company’s result in accordance with the adopted balance sheet; and
- the discharge from liability of the board members and the CEO
- Determination of fees to the board of directors and the auditors
- Election of the board of directors and the auditors
- Resolution on a directed issue of shares
- Resolution on a directed issue of shares
- Resolution on authorisation for the board of directors to issue new shares, warrants and/or convertible debentures
- Close of the general meeting
The Nomination Committee’s proposals
At the annual general meeting on 2 May 2025, it was resolved to adopt an instruction for the nomination committee to apply until the general meeting resolves to adopt a new instruction. In accordance with the instruction, Martin Polo (chairman), Theodor Jeansson and Christian von Koenigsegg, were appointed as members of the nomination committee for the annual general meeting of 2026.
The proposals of the nomination committee are as follows:
Item 2 – Election of chairman of the general meeting
The nomination committee proposes that Jonas Wikström or, in his absence, the person appointed by the board of directors, is elected as chairman of the meeting.
Item 10 – Determination of fees to the board of directors and the auditor
The nomination committee proposes that fees to the board of directors, for the period until the end of the next annual general meeting, shall be paid as follows:
• SEK 400,000 to the chairman of the board ; and
• SEK 200,000 to each of the other board members.
It is proposed that the fees to the auditor is paid according to approved invoice.
Item 11 – Election of board of directors and auditor
The nomination committee proposes that the number of auditors shall be one (1) without any deputy auditor.
The nomination committee proposes that the board of directors shall consist of four (4) ordinary members without deputies until the end of the next annual general meeting. The nomination committee proposes the re-election of Jonas Wikström, Jon Lind and Martin Polo as well as the election of Jan Pie as ordinary members. Furthermore, the nomination committee proposes the re-election of Jonas Wikström as chairman of the board.
Jan Pie is the former Secretary General of the AeroSpace, Security and Defence Industries Association of Europe (ASD). He brings more than a decade of experience representing Europe's aerospace, security and defence industries, with extensive knowledge of regulatory environments, industrial cooperation, procurement and strategic partnerships at a European and global level. His background is expected to add significant strategic value as OXE Marine accelerates its international expansion and deepens its presence in the professional maritime sector.
Information on members proposed for election is available on the company's website, www.oxemarine.com.
The nomination committee proposes, in accordance with the audit committee’s recommendation, re-election of the registered auditing company BDO Mälardalen AB as auditor in the company for the period until the end of the next annual general meeting. BDO Mälardalen AB has announced that the authorized public accountant Carl-Johan Kjellman will serve as the auditor-in-charge.
The board of directors’ proposals
Item 9.b) – Allocation of the company’s result in accordance with the adopted balance sheet
The board of directors has proposed to the 2026 annual general meeting that no dividend is paid and that the funds at the disposal of the general meeting are carried forward.
Item 12 – Resolution on a directed issue of shares
The board of directors of OXE Marine AB proposes that the annual general meeting resolve on a directed issue of a maximum of 204,583,335 shares, entailing an increase in the share capital of a maximum of SEK 4,091,666.70 (the “Directed Share Issue”).
In all other respects, the following terms and conditions shall apply.
- The right to subscribe for shares shall, with deviation from the shareholders’ preferential rights, be granted to a group of existing and external investors approached in advance, Tenesta Holding AB (Måns Flodberg), Spirit of Performance AB (Christian von Koenigsegg), Tamt AB (Theodor Jeansson), Sven Sandberg, Hajskäret Invest AB, Tiliaflore Holding AB, Håkan Roos, Peter Wikström, Ulf Barkman, Kristoffer Jeansson, Jonas Mårtensson, Joel Hallberg, Daniel Nilsson, Jimmie Landemann and Torna Kapital AB. The purpose of the Directed Share Issue and the reasons for deviating from the shareholders’ preferential rights are as follows. The board of directors has carefully considered alternative financing options, including the possibility of raising capital through a rights issue. However, following a comprehensive assessment and careful consideration, the board of directors considers that a new share issue carried out with a deviation from shareholders’ preferential rights is a more advantageous alternative for the company and its shareholders than a rights issue, and that, objectively speaking, it is in the interests of both the company and its shareholders to carry out a directed share issue. The board of directors has, among other things, considered the following. A rights issue would be significantly more time-consuming and resource-intensive compared with a directed share issue, not least due to the work involved in securing a rights issue, whilst there are no guarantees that such an issue would be fully subscribed. A rights issue would have required significant underwriting commitments from an underwriting syndicate, which would have entailed additional costs and/or further dilution depending on the type of remuneration paid for such underwriting commitments. Reduced time commitment creates flexibility to act on short-term investment opportunities, reduces exposure to fluctuations in the share price and the risk of a negative impact on the share price, and enables the company to capitalise on the current market interest in its shares. A further aspect in favour of the choice of a directed share issue is that a rights issue would most likely have had to be carried out at a not insignificant discount, which would lead to greater dilution effects for the company’s existing shareholders. This is avoided with the Directed Share Issue, where the subscription price has been set at a discount of approximately 5.9 per cent to the closing price of the company’s shares on Nasdaq First North Growth Market on 20 March 2026. From a shareholder perspective, a rights issue at a significant discount also entails a risk of a negative impact on the share price in connection with the implementation of the rights issue. The reason why the Directed Share Issue is partly directed at existing shareholders is that these shareholders have expressed and demonstrated a long-term interest in the company, which, in the board of directors’ view, creates security and stability for both the company and its shareholders, as well as significant strategic and long-term value. It is the board of directors’ assessment that without the support of existing shareholders, it would not have been possible to carry out a successful capital raising. In addition, the company’s shareholder base will be strengthened by new long-term investors. In light of the above, the board of directors’ overall assessment is therefore that the reasons for carrying out the Directed Share Issue outweigh the reasons for a rights issue under the general rule, and that the Directed Share Issue is therefore in the interests of both the company and all its shareholders.
- The subscription price has been set at SEK 0.24 per share, following arm’s length negotiations between the company and a number of external investors in consultation with financial advisers. The subscription price represents a discount of approximately 5.9 per cent to the closing price of the company’s share on Nasdaq First North Growth Market on 20 March 2026.
- The share premium shall be transferred to the unrestricted premium reserve.
- Subscription for the newly-issued shares shall be made by payment no later than three bank days following the day of the annual general meeting’s resolution. Payment for the subscribed shares may be made by set-off of the subscriber’s claim against the company.
- The board of directors shall be entitled to extend the subscription period and the time for payment.
- The new shares shall entitle to dividends from and including the first record date for dividends decided after the new shares have been registered by the Swedish Companies Registration Office and entered into the share register kept by Euroclear Sweden AB.
The board of directors, the CEO, or a person appointed by the board of directors or the CEO shall be authorised to make any minor amendments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.
For a valid resolution on the proposal in this item, the proposal has to be supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as shares represented at the meeting.
Item 13 – Resolution on a directed issue of shares
Theodor Jeansson, a shareholder in OXE Marine AB, proposes that the annual general meeting resolve on a directed issue of a maximum of 45,416,665 shares, entailing an increase in the share capital of a maximum of SEK 908,333.30 (the “Directed Share Issue”).
In all other respects, the following terms and conditions shall apply.
- The right to subscribe for shares shall, with deviation from the shareholders’ preferential rights, be granted to Jonas Wikström (chairman of the board) with 10,416,666 shares, ZQP Invest AB (Jon Lind, board member) with 2,083,333 shares, Paul Frick (CEO) with 416,666 and PSP Stockholm AB with 32,500,000 shares. The purpose of the Directed Share Issue and the reasons for deviating from the shareholders’ preferential rights are as follows. The proposer has carefully considered alternative financing options, including the possibility of raising capital through a rights issue. However, following a comprehensive assessment and careful consideration, the proposer considers that a new share issue carried out with a deviation from shareholders’ preferential rights is a more advantageous alternative for the company and its shareholders than a rights issue, and that, objectively speaking, it is in the interests of both the company and its shareholders to carry out a directed share issue. The proposer has, among other things, considered the following. A rights issue would be significantly more time-consuming and resource-intensive compared with a directed share issue, not least due to the work involved in securing a rights issue, whilst there are no guarantees that such an issue would be fully subscribed. A rights issue would have required significant underwriting commitments from an underwriting syndicate, which would have entailed additional costs and/or further dilution depending on the type of remuneration paid for such underwriting commitments. Reduced time commitment creates flexibility to act on short-term investment opportunities, reduces exposure to fluctuations in the share price and the risk of a negative impact on the share price, and enables the company to capitalise on the current market interest in its shares. A further aspect in favour of the choice of a directed share issue is that a rights issue would most likely have had to be carried out at a not insignificant discount, which would lead to greater dilution effects for the company’s existing shareholders. This is avoided with the Directed Share Issue, where the subscription price has been set at a discount of approximately 5.9 per cent to the closing price of the company’s shares on Nasdaq First North Growth Market on 20 March 2026. From a shareholder perspective, a rights issue at a significant discount also entails a risk of a negative impact on the share price in connection with the implementation of the rights issue. The reason why the Directed Share Issue is directed at existing shareholders is that these shareholders have expressed and demonstrated a long-term interest in the company, which creates security and stability for both the company and its shareholders, as well as significant strategic and long-term value. It is the proposer’s assessment that without the support of existing shareholders, it would not have been possible to carry out a successful capital raising. In light of the above, the proposer’s overall assessment is therefore that the reasons for carrying out the Directed Share Issue outweigh the reasons for a rights issue under the general rule, and that the Directed Share Issue is therefore in the interests of both the company and all its shareholders. It is also the proposer’s view that it is in the interests of both the company and all its shareholders that members of the board and the company’s management have an interest in the company’s long-term development.
- The subscription price has been set at SEK 0.24 per share, following arm’s length negotiations between the company and a number of external investors in consultation with financial advisers. The subscription price represents a discount of approximately 5.9 per cent to the closing price of the company’s share on Nasdaq First North Growth Market on 20 March 2026.
- The share premium shall be transferred to the unrestricted premium reserve.
- Subscription for the newly-issued shares shall be made by payment no later than three bank days following the day of the annual general meeting’s resolution. Payment for the subscribed shares may be made by set-off of the subscriber’s claim against the company.
- The board of directors shall be entitled to extend the subscription period and the time for payment.
- The new shares shall entitle to dividends from and including the first record date for dividends decided after the new shares have been registered by the Swedish Companies Registration Office and entered into the share register kept by Euroclear Sweden AB.
The board of directors, the CEO, or a person appointed by the board of directors or the CEO shall be authorised to make any minor amendments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.
For a valid resolution on the proposal in this item, the proposal has to be supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as shares represented at the meeting.
Item 14 – Resolution on authorisation for the board of directors to issue new shares, warrants and/or convertible debentures
The board of directors proposes that the meeting authorises the board of directors, for the period up to the next annual general meeting, on one or more occasions, with or without pre-emption rights for the shareholders, to adopt resolutions to issue new shares, warrants and/or convertible debentures. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions. The number of shares that may be issued (or added through the exercise of warrants or conversion of convertible debentures) may in total not exceed 20 per cent of the total number of shares in the company at the time when the authorization is used for the first time.
The reason for the board of directors’ authorisation to deviate from the shareholders’ preferential rights is to enable the Company to raise new capital, and/or strengthen the Company’s financial position and/or to take advantage of future opportunities to attract new long-term owners. At a deviation from the shareholders’ preferential rights, the issue rate shall be determined in accordance with market conditions, taking into account any discount on market terms.
The board of directors, the CEO, or a person appointed by the board of directors or the CEO shall be authorised to make any minor amendments required to register the resolution with the Swedish Companies Registration Office and/or Euroclear, or due to other formal requirements.
For a valid resolution on the proposal in this item, the proposal has to be supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as shares represented at the meeting.
Available documents
The complete proposals for resolutions and other documents that shall be made available prior to the meeting pursuant to the Swedish Companies Act will be made available at the company and at the company’s website, www.oxemarine.com, at least three weeks prior to the meeting. The documents will also be sent free of charge to shareholders who so request and provide their address to the company. In other respects, the board of directors’ complete proposals for resolutions are stated in the notice.
Information at the meeting
Shareholders present at the annual general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).
Shareholders who wish to submit a question in advance may do so by mail to the company at the address OXE Marine AB (publ), Att: “AGM 2026”, Metallgatan 6, SE-262 72 Ängelholm or by e-mail to OXEAGM@mollwenden.se. Submissions should include the name of the shareholder including such shareholder’s personal or organisation number. It is also recommended that the submission includes the shareholder’s postal address, email address and telephone number.
Shares and votes in the company
The total number of shares and votes in the company amounts as per the date of this notice to
693,040,491. The company does not hold any shares.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Ängelholm in March 2026
OXE Marine AB (publ)
The Board of Directors