Investors

Notification etc.

Those who wish to participate in the extraordinary general meeting must:

i. be listed as a shareholder in the share register prepared by Euroclear Sweden AB concerning the circumstances as per the record date of 18 October 2024; and

ii. give notice of intent to participate no later than on 22 October 2024. Such notice can be made by e-mail to the company’s e-mail OXEEGM@mollwenden.se or in writing to OXE Marine AB (publ) att. Paul Frick, Metallgatan 6, SE-262 72 Ängelholm.

The notice shall 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 extraordinary general meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the extraordinary 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 18 October 2024. 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 18 October 2024, will be taken into account in the presentation of the share register.

Power of attorney and proxy

If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to the extraordinary general meeting. The power of attorney may not be older than one (1) year, unless a longer period of validity (but not more than five (5) years) has been stated in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring the current registration certificate or equivalent authorisation document for the legal entity. In order to facilitate registration, a copy of the power of attorney and other authorisation documents should be attached to the notification to the extraordinary general meeting. Proxy forms will be 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.

Proposal for the agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of agenda
7. Resolution on amendments to the articles of association
8. Resolution on:

A. a share issue with preferential rights for Oxe Marine's shareholders
B. a directed share issue
C. approval of debt settlement agreement with the European Investment Bank
D. a directed issue of warrants
E. a directed issue of warrants
F. a directed share issue to guarantors

9. Resolution on a directed share issue to the guarantor Jonas Wikström
10. Resolution on reduction of the share capital
11. Closing of the meeting

Item 2 – Election of chairman of the meeting

The board of directors proposes that attorney-at-law Henric Stråth or, if he is prevented from attending, the person appointed by the board of directors shall be elected chairman of the extraordinary general meeting.

Item 7 – Resolution on amendment of the articles of association

The board of directors proposes that the extraordinary general meeting resolves to amend the company’s articles of association in accordance with the following.

In the event that the share capital and the number of shares in the company after registration of the issue fall below the limits proposed in the articles of association, the limits shall be adjusted downwards to the extent necessary to enable registration with the Swedish Companies Registration Office.

The resolution is conditional upon the extraordinary general meeting also resolving on the matters set out in item 8 of the agenda.

Item 8 – Resolution on: A. a share issue with preferential rights for Oxe Marine's shareholders; B. a directed share issue; C. approval of debt settlement agreement with the European Investment Bank; D. a directed issue of warrants; E. a directed issue of warrants; F. a directed share issue to guarantors

OXE Marine AB (publ) announced on 16 September 2024 that it proposes a comprehensive recapitalisation of the company. The essential components of the proposed recapitalisation includes a rights issue of up to approximately MSEK 78 (covered by guarantee commitments corresponding to approximately 29 per cent of the rights issue, for which compensation is paid with 10 per cent of the guaranteed amount in the form of newly issued shares), a directed share issue to the company’s bondholders to set off all outstanding bonds (including accumulated interest), and restructuring of the company’s debt financing with the European Investment Bank totalling MEUR 8 through a debt settlement agreement, of which MEUR 4 will be set off against new warrants and the remaining MEUR 4 will be repaid over a seven-year period, by annual instalments each equal to 20 per cent of the consolidated EBITDA of the company in the case where such EBITDA is positive, and any debt remaining after the seven-year period will be written off. The European Investment Bank will furthermore, as part of the debt settlement agreement, receive additional warrants as compensation for agreeing to, inter alia, waive its anti-dilution protection, the right of first option, change-of-control clause and put option for its existing warrants. For more information on the recapitalisation, see press release from 16 September 2024.

Item 8.A – Resolution on a share issue with preferential rights for Oxe Marine's shareholders

The board of directors proposes that the extraordinary general meeting resolves on a rights issue in respect of not less than 171,428,572 shares and not more than 222,845,378 shares, entailing an increase in the share capital of not less than SEK 5,140,220.35 and not more than SEK 6,681,933.67.

The following terms and conditions shall apply to the rights issue.

1. The shareholders of the company shall have preferential rights to subscribe for the new shares in relation the number of shares previously held. For each share held on the record date, the shareholder receives two (2) subscription rights, whereby three (3) subscription rights entitle to subscribe for one (1) new share.

2. The record date for determining which shareholders shall be entitled to subscribe for new shares on a preferential basis shall be 6 November 2024.

3. The subscription price is SEK 0.35 per share. The share premium shall be transferred to the unrestricted premium reserve.

4. Subscription for new shares by exercise of subscription rights shall be made by simultaneous cash payment during the period as from 8 November 2024 up to and including 22 November 2024. Subscription for new shares without the exercise of subscription rights shall take place during the same period on a separate subscription list. Payment for new shares subscribed for without the exercise of subscription rights shall be made in cash no later than on the second bank day from dispatch of the contract note setting forth the allotment of shares. The board of directors shall be entitled to extend the period for subscription and payment.

5. In the event that not all shares are subscribed for with subscription rights, the board of directors shall, within the framework of the maximum amount of the rights issue, decide on the allotment shares to those who have subscribed for shares without subscription rights. Allocation shall be made as follows:

i) Firstly, allotment shall be made to those who have subscribed for shares with subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event of oversubscription in relation to the number of subscription rights that each person has exercised for subscription of shares and, to the extent that this cannot be done, by drawing lots.

ii) Secondly, allotment shall be made to others who have subscribed for shares without subscription rights and, in the event that they cannot receive full allotment, in proportion to the number of shares that each has applied for subscription and, to the extent that this cannot be done, by drawing lots.

iii) Thirdly, allotment of shares subscribed for without subscription rights shall be made to the guarantors in proportion to the size of the guarantee commitments, and to the extent this cannot be done, by drawing lots.

6. The new shares shall entitle to dividends as from the first record date for dividends following registration of the new share issue with the Swedish Companies Registration Office.

7. The issue of shares is subject to amendment of the articles of association pursuant to item 7.

8. Trading with subscription rights will take place during the period from 8 November 2024 up to and including 19 November 2024. Trading in paid subscribed shares (Sw. betald tecknad aktie, “BTA”) will take place from 8 November 2024 until the rights issue has been registered with the Swedish Companies Registration Office.

The board of directors, the CEO, or a person appointed by the board of directors or the CEO shall be authorised to make such minor amendments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Item 8.B – Resolution on a directed share issue

The board of directors proposes that the extraordinary general meeting resolves to carry out a directed share issue of a maximum 150,000,000 shares, entailing an increase in the share capital of no more than SEK 4,497,692.79.

The following terms and conditions shall apply to the directed share issue.

1. The right to subscribe for the shares shall only, with deviation from the shareholders’ preferential rights, vest in a limited group of creditors (the bondholders). The reasons for the deviation from the shareholders' preferential rights are as follows. The board of directors has carefully considered various options for a recapitalisation, such as the possibility to carry out a rights issue without directed issues and the possibility to carry out a rights issue to cover the whole recapitalisation. However, after an overall assessment and careful consideration, the board of directors is of the opinion that the directed share issue combined with a rights issue, is the best option for the company and its shareholders. The board of directors has considered the following.

i) The board of directors has considered the possibility of carrying out a rights issue to cover the entire capital raising. Following such an evaluation, the board of directors, with the support of the company’s financial advisors, has concluded that (i) a full subscription of the rights issue cannot be met in the absence of the restructuring of the company’s debt through the directed issue and (ii) that a full subscription in a significantly larger rights issue cannot be met in the absence of further subscription undertakings and guarantee commitments (which, due to the size and urgency of the necessary capital raising, are not available) and that the risk of failing to raise required capital necessary for a successful recapitalisation of the company would be significant and thus jeopardise OXE Marine’s survival.

ii) Given the company’s current capital structure, with debt financing with outstanding bonds totalling approximately MSEK 152 (calculated on the outstanding bond on 31 August 2024), the directed share issue to the bondholders is a prerequisite for a reliable fundraising and recapitalisation of the company and the only viable option to avoid less optimal financing solutions and the possible need to initiate insolvency proceedings.

2. A subscription price of SEK 1.25 shall be paid for each share subscribed for. The subscription price is the result of extensive negotiations with major bondholders and, given the company’s capital structure, the conclusion is that the subscription price is reasonably calculated. It is the board of directors’ assessment that the subscription price has been secured on market terms.

3. Subscription for new shares shall be made on 2 December 2024. Oversubscription is not possible. Payment for the subscribed shares shall be made 2 December 2024. The board of directors shall be entitled to extend the period for subscription and payment.

4. The share premium shall be transferred to the unrestricted premium reserve.

5. The issue of shares is subject to amendment of the articles of association pursuant to item 7.

6. The new shares shall entitle to dividends as from the first record date for dividends following registration of the new share issue with the Swedish Companies Registration Office.

The board of directors, the CEO, or a person appointed by the board of directors or the CEO shall be authorised to make such minor amendments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Item 8.C – Resolution on approval of debt settlement agreement with the European Investment Bank

The board of directors proposes that the extraordinary general meeting resolves to approve the entering into of the debt settlement agreement with the European Investment Bank, in all material respects, in accordance with the terms and conditions below.

The agreement with the European Investment Bank is an essential component of the recapitalisation and entails, as previously communicated on the 16 September 2024, a restructuring of the company’s debt financing with the European Investment Bank totalling MEUR 8, of which MEUR 4 (“Tranche A”) will be set-off against new warrants, see item 8.D below, and the remaining MEUR 4 (“Tranche B”) will be repaid over a seven-year period, by annual instalments each equal to 20 per cent of the consolidated EBITDA of the company in the case where such EBITDA is positive, and any debt remaining after the seven-year period will be written off. Additionally, as part of the debt settlement agreement, the European Investment Bank has agreed to, inter alia, waive its anti-dilution protection for its existing 28,091,521 warrants, entitling to the subscription of 31,978,475 shares, and the European Investment Bank will receive 11,415,005 new warrants as compensation, free of charge, and otherwise on the same terms and conditions as the existing warrants, see item 8.E below.

Item 8.D – Resolution on a directed issue of warrants

The board of directors proposes that the extraordinary general meeting resolves on a directed issue of no more than 30,733,333 warrants, entailing an increase in the share capital of no more than SEK 921,527.27 upon full exercise of the warrants.

The following terms and conditions shall apply to the directed issue of warrants.

1. The right to subscribe for the shares shall only, with a deviation from the shareholders’ preferential rights, vest in the European Investment Bank with 30,733,333 warrants. The reasons for the deviation from the shareholders' preferential rights are as follows. The board of directors has carefully considered various options for a recapitalisation, such as the possibility to carry out a rights issue without directed issues and the possibility to carry out a rights issue to cover the whole recapitalisation. However, after an overall assessment and careful consideration, the board of directors is of the opinion that the debt settlement agreement, which includes, inter alia, the directed issue of 30,733,333 warrants, combined with a rights issue, is the best option for the company and its shareholders. The board of directors has considered the following.

i) The board of directors has considered the possibility of carrying out a rights issue to cover the entire capital raising. Following such an evaluation, the board of directors, with the support of the company’s financial advisors, has concluded that (i) a full subscription of the rights issue cannot be met in the absence of the restructuring of the company’s debt through the directed issue and (ii) that a full subscription in a significantly larger rights issue cannot be met in the absence of further subscription undertakings and guarantee commitments (which, due to the size and urgency of the necessary capital raising, are not available) and that the risk of failing to raise required capital necessary for a successful recapitalisation of the company would be significant and thus jeopardise OXE Marine’s survival.

ii) Given the company’s current capital structure, with debt financing with the European Investment Bank totalling MEUR 8, the debt settlement agreement is a prerequisite for a reliable fundraising and recapitalisation of the company and thus the only viable option to avoid less optimal financing solutions and the possible need to initiate insolvency proceedings.

2. A subscription price of SEK 1.5 shall be paid per each warrant. The subscription price is the result of extensive negotiations with the European Investment Bank and, given the company’s capital structure, the conclusion that the subscription price is reasonably calculated. It is the board of directors’ assessment that the subscription price has been secured on market terms.

3. Subscription for warrants shall be made no later than 2 December 2024. Oversubscription is not possible. Payment for the warrants shall be made no later 2 December 2024. The board of directors shall be entitled to extend the period for subscription and payment.

4. One (1) warrant entitles the holder to subscribe for one (1) new share in the company during the period from the date on which the issue resolution is registered at the Swedish Companies Registration Office up to and including 31 December 2039, meaning that a total of 30,733,333 shares may be issued. The subscription price per share shall correspond to the quota value of the share.

5. The shares subscribed for on the basis of the warrants shall entitle to dividends for the first time on the first record date of dividends that occur after the subscription of shares has been exercised through the exercise of warrants.

6. Applicable conversion terms and other terms for the warrants are set out in “Terms and conditions for warrants series 2024/2039 regarding subscription of new shares in OXE Marine AB”.

7. The issue of shares is subject to amendment of the articles of association pursuant to item 7.

The board of directors, the CEO, or the person appointed by the board of directors or the CEO is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Item 8.E – Resolution on directed issue of warrants

The board of directors proposes that the extraordinary general meeting resolves on a directed issue of no more than 11,415,005 warrants, entailing an increase in the share capital of no more than SEK 342,274.58 upon full exercise of the warrants.

The following terms and conditions shall apply to the directed issue of warrants.

1. The right to subscribe for the warrants shall vest in the European Investment Bank with 11,415,005 warrants. The reasons for the deviation from the shareholders' preferential rights are as follows. The board of directors has carefully considered various options for a recapitalisation, such as the possibility to carry out a rights issue without directed issues and the possibility to carry out a rights issue to cover the whole recapitalisation. However, after an overall assessment and careful consideration, the board of directors is of the opinion that the debt settlement agreement, which includes, inter alia, the directed issue of 11,415,005 warrants, combined with a rights issue, is the best option for the company and its shareholders. The board of directors has considered the following.

i) The board of directors has considered the possibility of carrying out a rights issue to cover the entire capital raising. Following such an evaluation, the board of directors, with the support of the company’s financial advisors, has concluded that (i) a full subscription of the rights issue cannot be met in the absence of the restructuring of the company’s debt through the directed issue and (ii) that a full subscription in a significantly larger rights issue cannot be met in the absence of further subscription undertakings and guarantee commitments (which, due to the size and urgency of the necessary capital raising, are not available) and that the risk of failing to raise required capital necessary for a successful recapitalisation of the company would be significant and thus jeopardise OXE Marine’s survival.

ii) Given the company’s current capital structure, with debt financing with the European Investment Bank totalling MEUR 8, the directed issue of warrants, which is a central component of the debt settlement agreement, is a prerequisite for a reliable fundraising and recapitalisation of the company and thus the only viable option to avoid less optimal financing solutions and the possible need to initiate insolvency proceedings.

2. The warrants are issued free of charge and is the result of extensive negotiations with the European Investment Bank. The issue of the 11,415,005 warrants free of charge is a central component of the debt settlement agreement, and thus a prerequisite for the recapitalisation of the company.

3. Subscription for warrants shall be made no later than 2 December 2024. Oversubscription is not possible. The board of directors shall be entitled to extend the period for subscription.

4. One (1) warrant entitles the holder to subscribe for one (1) new share in the company during the period from the date on which the issue resolution is registered at the Swedish Companies Registration Office up to and including 31 December 2039, meaning that a total of 11,415,005 shares may be issued. The subscription price per share shall correspond to the quota value of the share.

5. The shares subscribed for on the basis of the warrants shall entitle to dividends for the first time on the first record date of dividends that occur after the subscription of shares has been exercised through the exercise of warrants.

6. Applicable conversion terms and other terms for the warrants are set out in “Terms and conditions for warrants 2024/2039 regarding subscription of new shares in OXE Marine AB”.

7. The issue of shares is subject to amendment of the articles of association pursuant to item 7.

The board of directors, the CEO, or the person appointed by the board of directors or the CEO is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Item 8.F – Resolution on a directed share issue to guarantors

The board of directors proposes that the extraordinary general meeting resolves to carry out a directed issue of a maximum 5,656,572 shares, entailing an increase in the share capital of no more than SEK 169,610.15.

The following terms and conditions shall apply to the directed share issue.

1. The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential rights, vest in the guarantors (Förvaltningsbolaget Milba AB, Theodor Jeansson, Sven Sandberg, Håkan Roos, Hajskäret Invest AB and Ulf Tidholm) who have guaranteed the rights issue with the number of shares corresponding to the guarantee compensation each guarantor shall receive under the guarantee commitments entered into. The reason for the deviation from the shareholders' preferential rights is to fulfil the Company’s obligations towards the guarantors as a result of the guarantee commitments entered into. The reason for the deviation from the shareholders' preferential rights and that existing shareholders are included in the directed issue is to fulfil the company's contractual obligation towards the guarantors. The board of directors considers that it is in favour of the company's financial position to take advantage of the possibility to pay the guarantee compensation in the form of newly issued shares instead of cash payment.

2. The subscription price shall correspond to 85 per cent of the volume weighted average share price (VWAP) of the company’s share on Nasdaq First North Growth Market during the subscription period in the rights issue (8 November 2024 – 22 November 2024), however, not less than SEK 0.35 (the subscription price in the rights issue with preferential rights to OXE Marine’s shareholders). The basis for calculating the subscription price was determined through negotiations between the external guarantors and the company, in consultation with financial advisors and through analysis of a number of market factors. It is the board of directors’ assessment that the subscription price has been secured on market terms.

3. Subscription for new shares shall be made on 2 December 2024. Oversubscription is not possible. Payment for the subscribed shares shall be made 2 December 2024. The board of directors shall be entitled to extend the period for subscription and payment.

4. The share premium shall be transferred to the unrestricted premium reserve.

5. The issue of shares is subject to amendment of the articles of association pursuant to item 7.

6. The new shares shall entitle to dividends as from the first record date for dividends following registration of the new share issue with the Swedish Companies Registration Office.

The board of directors, the CEO, or a person appointed by the board of directors or the CEO shall be authorised to make such minor amendments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Item 9 – Resolution on a directed share issue to the guarantor Jonas Wikström

The board of directors proposes that the extraordinary general meeting resolves to carry out a directed issue of a maximum 857,142 shares, entailing an increase in the share capital of no more than SEK 25,701.08.

The following terms and conditions shall apply to the directed share issue.

1. The right to subscribe for the shares shall only, with deviation from the shareholders’ preferential rights, vest in Jonas Wikström, chairman of the board. The reason for the deviation from the shareholders' preferential rights and that the issue is directed to an existing shareholder is to fulfil the company's contractual obligation towards the guarantor. The board of directors considers that it is in favour of the company's financial position to take advantage of the possibility to pay the guarantee compensation in the form of newly issued shares instead of cash payment.

2. The subscription price in shall correspond to 85 per cent of the volume weighted average share price (VWAP) of the company’s share on Nasdaq First North Growth Market during the subscription period in the rights issue (8 November 2024 – 22 November 2024), however, not less than SEK 0.35 (the subscription price in the rights issue with preferential rights to OXE Marine’s shareholders). The basis for calculating the subscription price was determined through negotiations between the external guarantors and the company, in consultation with financial advisors and through analysis of a number of market factors. It is the board of directors’ assessment that the subscription price has been secured on market terms.

3. Subscription for new shares shall be made on 2 December 2024. Oversubscription is not possible. Payment for the subscribed shares shall be made 2 December 2024. The board of directors shall be entitled to extend the period for subscription and payment.

4. The share premium shall be transferred to the unrestricted premium reserve.

5. The issue of shares is subject to amendment of the articles of association pursuant to item 7.

6. The new shares shall entitle to dividends as from the first record date for dividends following registration of the new share issue with the Swedish Companies Registration Office.

The board of directors, the CEO, or a person appointed by the board of directors or the CEO shall be authorised to make such minor amendments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Item 10 – Resolution on a reduction of the share capital

The board of directors proposes that the extraordinary general meeting resolves to reduce the company's share capital by a maximum of SEK 11,349,236.61 for allocation to non-restricted equity.

The reduction of the share capital shall be set at an amount in SEK corresponding to the part of the increase of the share capital pursuant to the resolutions on share issues under items 8.A, 8.B and 8.F on the agenda that is attributable to the increase due to newly issued shares, with relevant adjustment to achieve an appropriate quota value with two decimal places.

The reduction shall be conducted without cancellation of shares.

The board of directors, the CEO, or the person appointed by the board of directors or the CEO is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

The board of directors' statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act

The reduction is carried out in order to ensure that the share issues referred to in item 8.A, 8.B and 8.F of the agenda does not cause the company's share capital or restricted equity to become disproportionately high. Since neither the share capital nor the restricted equity will decrease in relation to the company's share capital or restricted equity at the time of the extraordinary general meeting's resolution, the company may implement the reduction resolution without authorisation from the Swedish Companies Registration Office or a general court.

Majority requirement

All proposals under items 7, 8 and 10 of the agenda are all conditional on each other and the board of directors proposes that the extraordinary general meeting’s resolutions under item 8 shall be adopted as a single and joint resolution. The resolutions under items 7, 8 and 10 are valid only if supported by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the extraordinary general meeting. The resolution under item 9 is valid only if supported by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the extraordinary general meeting.

Documentation

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 on the company’s website, www.oxemarine.com, no later than three weeks prior to the day of the meeting and will be sent free of charge to shareholders who so request and state their address to the company. In other respects, the board of directors’ complete proposal for resolutions are stated in the notice.

Information at the extraordinary general meeting

Shareholders present at the extraordinary 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 questions in advance may do so by sending post to the company with the address Oxe Marine AB (publ), Att: “Extra bolagsstämma 2024”, Metallgatan 6, SE-262 72 Ängelholm or by e-mail to OXEEGM@mollwenden.se. Submitted questions should include the shareholder’s name, including the shareholder’s personal ID number or organisation number. It is also recommended that submitted questions include the shareholder’s postal address, e-mail address and telephone number.

Number of shares and votes

The total number of shares and votes in the company amounts as per the date of this notice to 334,268,067. 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%20Notice%20Boss%20-%20Final%20SWE%20220324.pdf.

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Ängelholm in September 2024
OXE Marine AB (publ)
The board of directors