Notice of Annual General Meeting in SaltX Technology Holding AB (publ)
The shareholders of SaltX Technology Holding AB (publ), Reg. No. 556917-6596 (”SaltX” or the ”company”), are hereby summoned to the Annual General Meeting on Tuesday, 25 April 2023, at 15:00 CEST, in the company’s premises, Västertorpsvägen 135, 129 44 Hägersten.
Right to attend
In order to participate in the meeting, shareholders must be entered in the share register maintained by Euroclear Sweden AB on 17 April 2023. Further, shareholders who wish to participate in the meeting must notify the company no later than 19 April 2023. Notice of participation is made:
- by mail to SaltX Technology Holding AB (publ), Västertorpsvägen 135, 129 44 Hägersten, or
- by e-mail to [email protected].
The notice of participation must state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the Annual General Meeting. Shareholders or its proxies may bring a maximum of two assistants, provided that their attendance is notified as above.
Nominee-registered shares
In order to be entitled to participate in the Annual General Meeting, a shareholder whose shares are nominee-registered must, in addition to giving notice of participation, register its shares in its own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB as of 17 April 2023. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations made no later than the second banking day after 17 April 2023 are taken into account in the presentation of the share register.
Proxy and proxy form
Shareholders represented by proxy must issue a written, signed and dated power of attorney for the proxy. The power of attorney must not have been issued more than one year before the date of the Annual General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as certificate of incorporation and other relevant authorization documents, evidencing the authorised representative, should reach the company at the above address not later than 19 April 2023.
Proxy form is available from the company and on the company's website, https://investor.saltxtechnology.com, and is upon request sent to the shareholders who provide their postal address.
Proposed agenda
- Opening of the Annual General Meeting.
- Election of Chairman of the Annual General Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to attest the minutes.
- Determination of whether the Annual General Meeting has been duly convened.
- Approval of the agenda.
- Presentation by the CEO.
- Presentation of the annual report and audit report, and of the consolidated accounts and consolidated auditors’ report.
- Resolutions on:
- adoption of income statement and balance sheet and consolidated income statement and consolidated balance sheet,
- dispositions in respect of the company’s profit or loss according to the adopted balance sheet, and
- discharge from liability of the members of the Board of Directors and the CEO.
- Resolution on the number of members of the Board of Directors and auditors.
- Determination of fees to the members of the Board of Directors and the auditors.
- Election of members of the Board of Directors and auditor.
- Resolution on amendment of the Articles of Association.
- Resolution on authorization for the Board of Directors to resolve upon issues of shares of series B and/or warrants.
- Closing of the Annual General Meeting.
Proposed resolutions
Item 2 – Election of Chairman of the Annual General Meeting
The Nomination Committee, composed by Thomas Görling (chairman), representing Stiftelsen Industrifonden, Daniel Juvél, representing SMA Mineral AB, and Åke Sund, representing Skirner AB, proposes that Åke Sund, the Chairman of the Board, or in the event on his absence, the person appointed by the Board of Directors instead, be elected Chairman of the Annual General Meeting.
Item 9 b – Resolution on dispositions in respects of the company’s profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.
Item 10 – Resolution on 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 shall be six. It is proposed that a registered accounting firm is appointed as auditor.
Item 11 – Determination of fees to the members of the Board of Directors and the auditors
The Nomination Committee proposes that the fee to the Chairman of the Board of Directors shall be SEK 405,000 (405,000) and that the fee to each of the other Board members elected by the Annual General Meeting shall be SEK 135,000 (135,000). The Nomination Committee proposes that no special fee be paid for committee work.
The Nomination Committee proposes that the auditor’s fee shall be paid in accordance with approved invoice.
Item 12 – Election of members of the Board of Directors and auditor
The Nomination Committee proposes re-election of the Board members Åke Sund, Staffan Andersson, Per Bodén, Tony Grimaldi, Hans Holmström and Elin Lydahl. All members are elected for the period until the end of the next Annual General Meeting. Erica Larson has declined re-election. The Nomination Committee proposes that Åke Sund be re-elected Chairman of the Board.
Furthermore, in accordance with the Board’s recommendation, the Nomination Committee proposes re-election of the registered accounting firm Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the next Annual General Meeting. Öhrlings PricewaterhouseCoopers AB has announced that the Authorized Public Accountant Claes Sjödin will be appointed auditor in charge.
Item 13 – Resolution on amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association’s provision on the company’s operations, as wells as on an editorial change in the securities depository clause. The proposed changes are presented below.
Current wordings
§ 3 Operations
The company shall, directly or through wholly or partly owned subsidiaries, develop, manufacture and market refrigeration and heating systems for, among other things, households and industry, and conduct other operations compatible therewith.
§ 12 Central securities depository clause
The company’s shares shall be registered in a central securities depositary register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
Proposed wordings
§ 3 Operations
The company shall, directly or through wholly or partly owned subsidiaries, develop, manufacture and market systems for energy storage and electrification of industrial processes, and conduct other operations compatible therewith.
§ 12 Central securities depository clause
The company’s shares shall be registered in a central securities depositary register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
The Board of Directors, or the person appointed by the Board, is authorized to make the minor adjustments to the resolutions of the Annual General Meetings that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 14 – Resolution on authorization for the Board of Directors to resolve upon issues of shares of series B and/or warrants
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or more occasions until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, resolve upon issues of shares of series B and/or warrants with the right to subscribe for shares of series B. The number of shares issued by virtue of the authorisation may correspond to a maximum of 40,000,000 shares (including any shares that may be issued following exercise of warrants issued on the basis of the authorization).
The purpose of the authorization is to increase the company’s financial flexibility and the reasons for any deviation from the shareholders’ preferential rights is to raise capital in a time- and cost-effective manner and/or complement the shareholder base with new shareholders of strategic importance for the company. Issues made with deviation from the shareholders’ preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable. If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue as described above, the issue may be done at a subscription price equal to the quota value of the share.
The Board of Directors, or the person appointed by the Board, is authorized to make the minor adjustments to the resolutions of the Annual General Meetings that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Other information
Majority requirements
Resolutions by the Annual General Meeting in accordance with item 13 and 14 on the proposed agenda must be supported by shareholders representing no less than two-thirds of the votes cast and the shares represented at the Annual General Meeting.
Number of shares and votes
At the time of issue of this notice, the total number of shares in the company, as well as the total number of votes, amounts to 121,102,334. All issued shares are of series B. The company holds no treasury shares.
Shareholders’ right to receive information
In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believe that it can be done without material harm to the company, provide information at the meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the assessment of the company's or subsidiaries' financial situation and the company's relationship with another company within the Group.
Available documents
The Nomination Committee's and the Board of Directors’ complete proposals are available at the company’s premises and on its website as described below.
Accounting documents and related auditor’s reports will be available at the company’s premises no later than three weeks prior to the Annual General Meeting. The documents will also be available on the company’s website, https://investor.saltxtechnology.com.
Copies of the above documents will also be sent to shareholders who so request and provide their postal address. The documents will also be presented at the Annual General Meeting.
Information about all proposed Board members and the Nomination Committee's reasoned opinion regarding proposal for the Board of Directors is available on the company's website, https://investor.saltxtechnology.com.
Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
SaltX Technology Holding AB (publ)
Stockholm in March 2023
The Board of Directors
For more information, please contact:
Carl-Johan Linér, CEO, +46 70 532 08 08
Harald Bauer, CFO, +46 70 810 80 34
About SaltX Technology:
SaltX Technology is a Swedish greentech company that develops and markets sustainable technology that benefits customers, the climate and society. The company operates in large-scale energy storage solutions and electrification technology for mainly the lime and cement industry. SaltX Technology's share is listed on the Nasdaq First North Premier Growth Market. More information, visit: www.saltxtechnology.com.