If any of the three largest shareholders decides not to exercise the right to appoint a representative on the nomination committee, the right is passed on to the next largest shareholder.
The nomination committee consists of:
Kai Tavakka, Chairman, appointed by Accendo Capital SICAV RAIF Syafiq Johari, appointed by Hyundai Motor Company Torsten Rosell, own representation Mark Shay, Chairman of the Board, adjunct member
The AGM will be held in Linköping on May 18, 2021. The proposals of the nominating committee will be published in the invitation to the AGM and will be made available on the company website, www.impactcoatings.com.
Shareholders who wish to submit proposals to the nomination committee may do so via e-mail to investors@impactcoatings.se no later than February 1, 2021.
For more information, contact:
Peter Högfeldt, VP Marketing Tel: +46 708 87 44 34
E-mail: investors@impactcoatings.se
The information was delivered, via the contact person named above, for publication on October 15, 2020, at 08:00 a.m. CEST.
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Andrea Grilli has more than twenty years of professional experience in international strategic sales, aftermarket sales, project management and business development in electronics, metallurgic, oil & gas, glass technology, power energy & renewable and polyurethane industries. His latest assignment was as Business Development & Marketing Manager at Impianti OMS, a part of Hennecke Group.
For more information contact:
Peter Högfeldt, VP Marketing +46 708 87 44 34
The information was delivered, via the contact person named above, for publication on October 13, 2020, at 09:30 a.m. CEST.
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The extraordinary general meeting decided:
To approve the board of directors’ proposed change to the articles of association regarding the number of board members, which was increased from at most six to at most seven.
To approve the board of directors’ proposed change to the articles of association regarding the record date to adapt the articles of association to a change in the Swedish Companies Act (SFS 2005:551) effective 3 September 2020.
To increase the number of board members from six to seven, as proposed by the board of directors, and to elect Per Wassén as a new board member.
That the new board member shall be entitled to an annual remuneration of SEK 180,000 corresponding to the remuneration received by other members of the board of directors.
Mark H. Shay, CFA Chairman of the Board Tel. +46 765 96 62 38 or e-mail: mark@accendofund.com
The information was delivered, via the contact person named above, for publication on October 7, 2020, at 10:00 a.m. CEST.
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The shareholders in Impact Coatings AB (publ), reg.no 556544-5318 (the “Company”), are hereby invited to attend the Extraordinary General Meeting of Shareholders (“EGM”) on Wednesday 7 October 2020 at 09:00 a.m. at the Company’s Certified Adviser, Redeye AB, Mäster Samuelsgatan 42 in Stockholm. ___________________________
Due to the spread of the coronavirus, the Company has decided to conduct the EGM in its simplest possible form, but with a retained opportunity for the shareholders to exercise their rights.
The EGM will be limited in terms of the following:
___________________________
The shareholders who wish to attend the EGM shall both be registered in the shareholder registry maintained by Euroclear Sweden AB by Tuesday 29 September 2020, and notify attendance to the Company no later than Thursday 1 October 2020 via e-mail to anmalan@impactcoatings.se or by regular mail to Impact Coatings AB (publ), Westmansgatan 29G, 582 16 Linköping.
Notification of attendance shall include name, person- or organization number, shareholdings, address, telephone number, and information of any assistants. If participation is by a proxy, relevant documentation of authorization must be submitted to the Company, on the above stated address, well in advance of the EGM. Such proxy may not be more than one year old unless a longer period of validity (maximum five years) is stated in the proxy. If the shareholder represented by proxy is a legal entity, the representative must present a registration certificate or an equivalent authority document that confirms the signatory’s authority. A proxy form will be available on the Company’s website www.impactcoatings.com no later than three weeks prior to the EGM and will be sent to those shareholders who request it and provide their postal address.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name with Euroclear Sweden AB in order to participate in the EGM. Such re-registration must be completed no later than Thursday 1 October 2020. In order for this to take place, an instruction of such re-registration must be made to the nominee well in advance of this day.
PROPOSED AGENDA
PROPOSALS FOR RESOLUTION
Item 7 – Change of 6 § of the articles of association regarding the number of board members The Board proposes that the current wording of 6 §:
”The Board shall consist of not less than 3 and not exceeding 6 members and not less than 0 and not exceeding 6 deputy board members.”
is changed to:
”The Board shall consist of not less than 3 and not exceeding 7 members and not less than 0 and not exceeding 6 deputy board members.”
Item 8 – Change of 8 § of the articles of association regarding record date To adapt the articles of association to a change in the Swedish Companies Act (SFS 2005:551), effective on 3 September 2020, the Board proposes that the current wording of 8 § second paragraph:
”To be allowed to participate in the general meeting a shareholder shall be registered in the transcript of the entire share register five workdays prior to the meeting, and secondly notify the Company latest on the date specified in the notice of meeting. This date may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, nor earlier than the fifth day before the meeting.”
“To be allowed to participate in the general meeting a shareholder shall notify the Company latest on the date specified in the notice of meeting. This date may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, nor earlier than the fifth day before the meeting.”
Resolutions under Items 7 and 8 are valid only if supported by shareholders representing at least two thirds of both the votes cast, and the votes represented at the EGM.
Item 9 – Resolution on the number of board members and election of a new board member The Board proposes that the number of board members shall increase from six to seven members and that Per Wassén, nominated by the shareholders Accendo Capital and Hyundai, together representing 22.4% of the shares and votes in the Company, shall be elected as a new member of the Board.
Per Wassén was born in 1961 and is a Swedish citizen. In addition to previously holding board positions in several privately held companies, he has been Investment Director at Volvo Group Venture Capital, Executive Chairman of PowerCell Sweden AB, and President & CEO of PowerCell Sweden AB. He holds a Master of Science degree in engineering physics from Chalmers University of Technology (Gothenburg, Sweden) and a Bachelor of Science degree in business administration and economics from Gothenburg University. Per Wassén currently has no board or executive management appointments and owns 10,000 shares in the Company. He is considered independent of the Company and its executive management, and independent of the Company’s major shareholders.
Item 10 – Resolution on remuneration to the Board Subject to the EGM’s election of Per Wassén as a new board member under Item 9 above, the Board proposes that Per Wassén receives an annual remuneration of SEK 180,000, which corresponds to the amount the other board members receive.
NUMBER OF SHARES AND VOTES
At the time the convening notice is issued, there are a total of 51,809,051 shares and 51,809,051 votes in the Company.
RIGHT TO INFORMATION
Shareholders present at the EGM have the right to request information regarding the agenda items in accordance with Chapter 7, section 32 of the Swedish Companies Act (2005:551).
AVAILABLE DOCUMENTS
All documents in accordance with the Swedish Companies Act (2005:551) will be kept available on the Company’s website www.impactcoatings.com and at the Company’s office, Westmansgatan 29G in Linköping, no later than three weeks before the EGM. Copies of the above documents are sent to the shareholders who request it and state their postal address.
Linköping, September 2020 Impact Coatings AB (publ) The Board of Directors
For more information contact: Mark H. Shay, CFA Chairman of the Board Telephone: +46 765 96 62 38, or e-mail: mark@accendofund.com
The information was delivered, via the contact person named above, for publication on September 7, 2020, at 2:00 p.m. CEST.
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The Board of Directors will convene an extraordinary general meeting of shareholders (“EGM”) to resolve on the election of Per Wassén to the Impact Coatings Board of Directors, based on the nomination the shareholders Accendo Capital and Hyundai Motor Company have submitted. The EGM will also resolve on a proposal to change the company’s articles of association to allow for one additional board member and on remuneration to the new board member in line with the existing remuneration policy. The notice convening the EGM will be published separately in the coming days.
Mark Shay, Chairman of the Board of Impact Coatings and Senior Partner at Accendo Capital said, “Per Wassén has been at the forefront of the hydrogen fuel cell industry since 2008, as Executive Chairman and then CEO of PowerCell Sweden AB. He has formed strategic alliances with global leaders in the automotive, power generation and maritime industries; commercialized and industrialized what was initially a start-up venture; and built a globally recognized brand. His earlier work over many years as a Volvo Group executive helped to develop companies at the leading edge of automotive technology across multiple application areas. On behalf of our two largest shareholders Accendo Capital and Hyundai, and for the clear benefit of all shareholders, I welcome Per Wassén’s nomination to the Impact Coatings Board of Directors.”
Per Wassén said, “Impact Coatings, with the ambitious vision and long-term commitment of its main shareholders, has assembled a hard-working team that is delivering innovative, high-quality PVD coating solutions for fuel cells and a wide range of decorative, metallization, and reflector applications. I am eager to challenge and help the board and management expand the company’s market presence globally and accelerate the industrialization process started in 2018.”
Per Wassén was born in 1961 and is a Swedish citizen. In addition to previously holding board positions in several privately held companies, he has been Investment Director at Volvo Group Venture Capital, Executive Chairman of PowerCell Sweden AB, and President & CEO of PowerCell Sweden AB. He holds a Master of Science degree in engineering physics from Chalmers University of Technology (Gothenburg, Sweden) and a Bachelor of Science degree in business administration and economics from Gothenburg University. Mr. Wassén currently has no board or executive management appointments and owns 10,000 shares in Impact Coatings. He is considered independent in relation to the company and its executive management, and independent in relation to the company’s major shareholders.
Impact Coatings AB (publ) is required to disclose this information in accordance with the EU market abuse regulation. The information was delivered, via the contact person named above, for publication on September 3, 2020, at 08:30 a.m. CEST.
· Net revenue amounted to SEK 5,016 thousand (22,560) · Total income amounted to SEK 9,726 thousand (17,452) · Operating profit amounted to SEK -6,305 thousand (-4,185) · Operating profit after financial items amounted to SEK -6,305 thousand (-4,191) · Cash flow amounted to SEK -2,299 thousand (-12,413) · Equity-to-assets ratio amounted to 282% (130) · Coating system order backlog at period end amounted to EUR 3,765 thousand (2,084)
FINANCIAL RESULTS JANUARY-JUNE 2020
· Net revenue amounted to SEK 10,039 thousand (25,507) · Total income amounted to SEK 16,301 thousand (23,903) · Operating profit amounted to SEK -12,188 thousand (-14,505) · Operating profit after financial items amounted to SEK -7,150 thousand (-21,098) · Cash flow amounted to SEK -12,190 thousand (-14,514) · Equity-to-assets ratio amounted to 282% (130)
SIGNIFICANT EVENTS SECOND QUARTER 2020
· Coating system order for radomes received from HELLA Group · Coating system order for fuel cells received from Hyundai Motor Company
SIGNIFICANT EVENTS AFTER THE PERIOD
· No significant events have occurred after the end of the period
CEO’S COMMENTARY
Impact Coatings had a good order intake for coating systems during the first half of the year – in terms of orders the strongest start to the year in the company’s history. Our sales organization has handled the corona pandemic’s challenges and closed several well-advanced system deals. The order backlog for systems was roughly EUR 3.8 million as of the period end.
We have won important orders within strategic business segments. During the second quarter, we signed an order agreement with automotive component supplier HELLA for the delivery of a coating system for radomes – radar-transparent automotive emblems – which form part of a vehicle safety system.
In June, Hyundai Motor Company ordered a coating system for fuel cells – a result of the Joint Development Agreement (JDA) signed during 2019, when Hyundai also became a shareholder in Impact Coatings. The establishment of a local office in South Korea for development and sales – also a part of the JDA – has been prepared pending eased travel restrictions. In the meantime, development work together with Hyundai has proceeded remotely.
The development of a hydrogen society with fuel cells has received substantial media attention during the summer. First, Germany adopted an aggressive national hydrogen strategy, which was followed by a hydrogen strategy for the broader EU, in which the European Commission estimates substantial industry investments in renewable hydrogen. Even the Swedish government, finally, has decided to create a strategic plan for hydrogen. In South Korea, where our partner Hyundai is active, hydrogen-based mobility is an important part of the “Korea New Deal,” which president Moon Jae-in has proposed to help lift the country from the corona crisis through investment. Hyundai has in conjunction with this proposal presented plans for the development of next-generation, more durable fuel cells, and an aggressive rollout of both heavy and light fuel cell vehicles.
The company’s operating loss for the first half of 2020 improved somewhat from 2019 as a result of cost savings, despite the lower revenues. No coating system was shipped during the first six months of 2020, commensurate with the order development of 2019. By comparison, two system deliveries were completed during H1 2019.
Revenues for Q2 2020 include SEK 2,151 thousand from an advance payment by China Hydrogen Energy for a system order in 2016 that Impact Coatings in 2018 declared no longer valid. In connection with the order being declared no longer valid, the company communicated that we aimed to retain the advance payment to cover costs. Following a legal review, the advance that was previously booked as a liability has during Q2 2020 been recognized as income, a positive conclusion to the situation.
An additional positive development connected to China is the agreement we have entered into with the technology and service provider NET, which will represent Impact Coatings in China for system maintenance, first-line support, and the distribution of consumable materials and spare parts. Offering local service in this potentially significant market is important for both existing customers and for future sales.
The strong system order backlog, in spite of COVID-19, means we have had a full utilization during H1 2020. The pandemic has not adversely affected our projects for delivery, but continued restrictions during the autumn can affect our ability to install systems at customer premises according to plan. Minor supply chain disruptions have been handled and we continue to closely monitor the situation. As for many other export companies, COVID-19 impedes sales work, which affects our pipeline for future system sales. Even aftermarket service and the Coating Services segments are affected to some degree by travel restrictions and customers’ closed factories.
During the coming months, we will focus fully on producing and delivering the coating systems on order, and on intensifying the development efforts with Hyundai and other customers. Provided the world continues to open up, there is a continued high potential in our sales pipeline and we view favorably market developments in, above all, fuel cells and metallization of plastic including radomes and other automotive components. We are preparing ourselves for a busy second half of the year.
Torbjörn Sandberg
The full report is attached, and can be retrieved on the company’s website at www.impactcoatings.com/finansiella-rapporter-arkiv/.
Torbjörn Sandberg, CEO Tel: +46 (0)768-43 43 76
Marie Dhayer Teikmans, CFO Tel: +46 (0)70-812 71 96
The information was delivered, via the contact persons named above, for publication on August 18, 2020, at 08:00 a.m. CEST.
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In accordance with the program terms and conditions, the final adjusted subscription price was SEK 27.40 per share and the conversion ratio was set to 1.022 new shares per warrant. The warrant parameter adjustments were a result of the rights issue announced on October 31, 2017.
No new shares were subscribed through the warrant program.
Marie Dhayer Teikmans, CFO +46 708 12 71 96
The information was delivered, via the contact person named above, for publication on June 22, 2020, at 3:30 p.m. CEST.
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Torbjörn Sandberg, CEO +46 768 43 43 76
Impact Coatings AB (publ) is required to disclose this information in accordance with EU market abuse regulations. The information was delivered, via the contact persons named above, for publication on June 10, 2020, at 12:50 p.m. CEST.
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HELLA Saturnus Slovenija is a member of the international HELLA Group and one of the largest Slovenian exporters. The company is a supplier to the global automotive industry.
Impact Coatings AB (publ) is required to disclose this information in accordance with EU market abuse regulations. The information was delivered, via the contact persons named above, for publication on May 25, 2020, at 11:15 a.m. CEST.
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Among other items, the AGM decided:
To approve the income statement and balance sheet for 2019 as proposed by the board of directors.
To allocate the annual result according to the board’s proposal, in which the unrestricted capital, including the annual result, of SEK 81,504,641, is carried forward.
That the board of directors and CEO Torbjörn Sandberg were granted release from liability.
That Mark Shay, Christian Sahlén, Lars-Gunnar Skötte, Tanja Vainio, and Sukhwan Yun were re-elected to the board of directors, that Göran Malm was elected as a new member of the board, and that Mark Shay was re-elected to be chairman of the board.
That remuneration of SEK 180 000 shall be paid to the board’s ordinary members and remuneration of SEK 300 000 shall be paid to the chairman of the board, with no additional remuneration for committee work.
That Öhrlings PricewaterhouseCoopers AB (”PwC”), with lead auditor Johan Palmgren, is elected company auditor.
That the procedure for constituting the next nomination committee was approved.
That the board of directors is granted a mandate to decide on the issuance of shares and/or options and/or convertible securities.
That the board of directors is granted a mandate to make minor corrections to decisions taken at the annual general meeting as related to registration with the Swedish Companies Registra-tion Office and Euroclear Sweden AB.
The information was delivered, via the contact person named above, for publication on May 14, 2020, at 3:00 p.m. CEST.
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