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 Friday, 25 April 2025, at 15:00 CEST, in the company’s premises, Västertorpsvägen 135, SE-129 44 Hägersten, Sweden.

Right to attend

In order to participate in the meeting, shareholders must be entered in the share register maintained by Euroclear Sweden AB on 15 April 2025. Further, shareholders who wish to participate in the meeting must notify the company no later than 17 April 2025. Notice of participation is made:

• by mail to SaltX Technology Holding AB (publ), Västertorpsvägen 135, SE-129 44 Hägersten, Sweden, or
• by e-mail to [email protected].

The notice of participation should state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any 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 15 April 2025. 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 15 April 2025 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 17 April 2025.

Proxy form is available from the company and on the company's website, www.saltxtechnology.com, and is upon request sent to the shareholders who provide their postal address.

Proposed agenda

1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to attest the minutes.
5. Determination of whether the Annual General Meeting has been duly convened.
6. Approval of the agenda.
7. Presentation by the CEO.
8. Presentation of the annual report and audit report, and of the consolidated accounts and consolidated auditors’ report.
9. Resolutions on:
   1. adoption of income statement and balance sheet and consolidated income statement and consolidated balance sheet,
   2. dispositions in respect of the company’s profit or loss according to the adopted balance sheet, and
   3. discharge from liability of the members of the Board of Directors and the CEO.
10. Resolution on the number of members of the Board of Directors and auditors.
11. Determination of fees to the members of the Board of Directors and the auditors.
12. Election of members of the Board of Directors and auditor.
13. Resolution on authorization for the Board of Directors to resolve upon issues of shares of series B and/or warrants.
14. Resolution on a long-term incentive program in the form of a share savings program (“Share Savings Program 2025”) including (a) adoption of Share Savings Program 2025, (b) resolution on a directed issue of warrants, (c) approval of transfer of warrants, and (d) authorization to enter into a share swap agreement with a third party.
15. Closing of the Annual General Meeting.

Proposed resolutions

Item 2 – Election of Chairman of the Annual General Meeting

The Nomination Committee, composed by Peter Wolpert (Chairman), representing Stiftelsen Industrifonden, Daniel Juvél, representing SMA Mineral AB, and Mercedes Jul, representing ABB Switzerland Ltd, proposes that the Chairman of the Board, Andreas Nordbrandt, or in the event of 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 417,000 (405,000) and that the fee to each of the other Board members elected by the Annual General Meeting shall be SEK 139,000 (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 Staffan Andersson, Per Bodén, Tobias Elmquist, Björn Jonsson, Andreas Nordbrandt and Karin van der Salm. All members are elected for the period until the end of the next Annual General Meeting. The Nomination Committee proposes re-election of Andreas Nordbrandt as Chairman of the Board.

Information about the proposed Board members is available at the company’s website, www.saltxtechnology.com.

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 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 and within the limits of the Articles of Association in force at the time, 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 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. In addition to cash payment, payment may be made by way of set-off. Issues made with deviation from the shareholders’ preferential rights shall take place at terms in line with market conditions. 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 resolution of the Annual General Meeting that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Item 14 – Resolution on a long-term incentive program in the form of a share savings program (“Share Savings Program 2025”) including (a) adoption of Share Savings Program 2025, (b) resolution on a directed issue of warrants, (c) approval of transfer of warrants, and (d) authorization to enter into a share swap agreement with a third party

The Board of Directors proposes that the Annual General Meeting resolves on adoption of a long-term incentive program in the form of a share savings program for all permanent employees in the company (“Share Savings Program 2025”).

The Board of Directors’ proposal entails that the Annual General Meeting resolves on (a) adoption of Share Savings Program 2025, (b) a directed issue of no more than 675,000 warrants to the company and (c) approval of transfer of warrants. If the majority requirement for items (b) and (c) is not met, the Board of Directors proposes that measures to enable delivery shall be made by way of authorization to enter into a share swap agreement with a third party in accordance with item (d).

The purpose of Share Savings Program 2025 is to create conditions for retaining, recruiting and motivating competent personnel in SaltX and to ensure that the company’s employees are given the opportunity to partake in the value generation they contribute to. Further, the program aims to promote long-term shareholding and thereby strengthen the alignment of interests between the company’s employees and its shareholders. The Board of Directors therefore believes that the Share Savings Program 2025 contributes to promoting shareholder value and the company’s long-term value generation.

(a) Adoption of Share Savings Program 2025

The Board of Directors proposes adoption of Share Savings Program 2025 in accordance with the following terms.

1. Share Savings Program 2025 is offered to all permanent employees in SaltX, and the group of which SaltX is the parent company, as of the date of the Annual General Meeting’s resolution, however no more than 23 participants in total (“Participants”). However, the Board of Directors shall be entitled to resolve that a person hired after the date of the Annual General Meeting, but no later than 30 September 2025, may participate in Share Savings Program 2025 and, where applicable, be entitled to extend the period of notification and acquisition of Investment Shares in accordance with Section 2 below for such persons. The Board of Directors shall also be entitled to extend the period of application and acquisition of Investment Shares in accordance with Section 2 below in the event that Participants due to rules on insider trading or equivalent rules are prevented from acquiring shares.
2. Participation in Share Savings Program 2025 requires the Participants to, through a personal investment, acquire class B shares in SaltX at market price on Nasdaq First North Premier Growth Market (“Investment Shares”) for an amount corresponding to no more than five (5) percent of the respective Participant’s annual gross fixed salary. Any existing shares in the company held by the Participants cannot be allocated to the program. Application for participation in Share Savings Program 2025 shall be made no later than 31 May 2025 and acquisition of Investment Shares shall take place during the period from 6 May 2025 (after the publication of the company’s interim report for the first quarter of 2025 up to and including 30 June 2025.
3. Each Investment Share entitles the Participants to, subject to the limitations below and provided that the performance condition under Section 5 is met, at the company’s discretion, either (a) receive three (3) class B shares in the company free of charge (“Performance Shares”) or (b) receive three (3) warrants of series 2025/2027 free of charge entitling to subscription for one (1) Performance Share each at a subscription price corresponding to the quota value of the share, at the expiry of a two-year vesting period commencing on 1 July 2025 (the “Vesting Period”). In the event that the Board of Directors extends the period of acquisition of Investment Shares in accordance with Section 1 above, the date on which the Vesting Period commences shall be adjusted to the day following the last date of acquisition of Investment Shares.
4. The reasoning behind the Vesting Period being shorter than three years is that the company is facing an important phase of scaling up and commercialization of the company’s EAC technology (Electric Arc Calciner). The Board of Directors therefore considers it essential to increase shareholder interest among the company’s employees and to provide the company the opportunity to offer competitive remuneration in order to, both short term and long term, attract and retain qualified employees who are crucial for the company’s future success and development. The Board of Directors therefore considers that applying a Vesting Period shorter than three years is in the interest of the company and the shareholders.
5. The right to receive Performance Shares is conditional upon the fulfilment of a performance condition related to the development of the company’s share price during the measurement period from 1 July 2025 up to and including 30 June 2027. The share price will be measured as the volume weighted average price of the SaltX class B share during the ten (10) trading days immediately preceding 1 July 2025 and the ten (10) trading days immediately preceding 1 July 2027. An increase in the share price by less than 20 percent does not entitle to receive any Performance Shares and an increase in the share price by 100 percent or more will entitle to receive the maximum number of Performance Shares, i.e. three (3) Performance Shares per Investment Share, at the expiry of the Vesting Period. In the event of an increase in the share price between 20 percent and 100 percent, vesting of Performance Shares will occur on a linear basis. The total number of Performance Shares that a Participant shall be entitled to receive at the expiry of the Vesting Period shall be rounded down to the nearest whole number.
6. The right to receive Performance Shares is further conditional upon the Participant retaining the Investment Shares throughout the entire Vesting Period and that the Participant’s employment with SaltX has not been terminated at the expiry of the Vesting Period, with certain exceptions for customary “good leaver” situations. Investment Shares that have been divested prior to the expiry of the Vesting Period shall thus not be taken into account when determining any allotment of Performance Shares.
7. In total, no more than 675,000 Performance Shares may be allotted to the Participants in Share Savings Program 2025.
8. The number of Performance Shares to be allotted will be reduced proportionally should the price of the SaltX series B share, at the time of the Participants’ acquisition of Investment Shares, have decreased to such an extent that the number of Performance Shares that may be subject to allotment exceeds the maximum number of shares under Section 7 above.
9. Provided that the above conditions are met, Performance Shares are expected to be allotted to the Participants within 30 days from the expiry of the Vesting Period. The Board of Directors is entitled to extend such period in the event that Participants due to rules on insider trading or equivalent rules are prevented from acquiring shares during the specified period.
10. The number of Performance Shares to be allotted may be subject to recalculation by the Board of Directors in the event of a new issue, share split, reverse share split or similar action.
11. In the event of significant changes in the company or in the market, or if the costs for Share Savings Program 2025 significantly exceed the estimated costs, and this, according to the Board of Directors, entails that the conditions for allotment of Performance Shares become unreasonable, the Board of Directors is entitled to make adjustments to Share Savings Program 2025, including, inter alia, resolving to reduce the allotment of Performance Shares or not to allot any Performance Shares at all.
12. Participation in Share Savings Program 2025 is conditional upon such participation being permitted and appropriate under the applicable laws and regulations of the relevant jurisdictions and the Board of Directors deeming it feasible at reasonable administrative and financial costs.
13. If Performance Shares cannot be delivered to a Participant in accordance with applicable laws and regulations, at reasonable costs or with reasonable administrative effort, the Board of Directors may decide that part or all of the allotment to such Participant shall be paid in cash instead of shares. The Board of Directors may also decide that allotted Performance Shares shall be withheld and that the company shall pay part of the allotment in cash in order to facilitate the payment of the Participants’ tax obligations.
14. The Board of Directors shall be responsible for the detailed design and handling of Share Savings Program 2025, including drafting of agreements between the company and the Participants, within specified conditions and guidelines. In connection thereto, the Board of Directors shall be entitled to make adjustments in order to meet market conditions or to comply with applicable rules.

(b) Resolution on a directed issue of warrants of series 2025/2027

In order to enable the delivery of Performance Shares to the Participants under Share Savings Program 2025, the Board of Directors proposes that the Annual General Meeting resolves on an issue of no more than 675,000 warrants of series 2025/2027 to the company in accordance with the following terms.

1. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential right, only be granted the company. The reason for deviation from the shareholders’ preferential right is to enable delivery of shares under Share Savings Program 2025.
2. The warrants shall be issued without consideration.
3. Subscription for the warrants shall be made on a separate subscription list no later than 31 July 2025. The Board of Directors shall be entitled to extend the subscription period.
4. The warrants shall entitle to subscription for class B shares during the period from 1 July 2027 up to and including 31 August 2027. In accordance with the terms of the warrants, the period during which the warrants may be exercised may be extended if holders are prevented from exercising their warrants due to applicable rules on insider trading or equivalent rules.
5. Each warrant shall entitle to subscription for one (1) class B share at a subscription price corresponding to the quota value of the share. Recalculation may take place in accordance with the full terms of the warrants.
6. Upon full exercise of the warrants, the company’s share capital may be increased by up to SEK 54,000 (assuming the current quota value and that no recalculation has taken place).
7. The newly subscribed shares shall entitle to dividend for the first time on the record date for dividends that occurs closest after the subscription has been effected.
8. Warrants held by the company may be cancelled by the company following a resolution by the Board of Directors. Cancellation shall be notified to the Swedish Companies Registration Office for registration.
9. The full terms for the warrants are available on the company’s website, www.saltxtechnology.com. As set forth therein, the subscription price as well as the number of shares that each warrant entitles to subscribe for may be subject to recalculation under certain circumstances.

(c) Approval of transfer of warrants of series 2025/2027

The Board of Directors proposes that the Annual General Meeting resolves to approve that the company may transfer up to 675,000 warrants of series 2025/2027 free of charge to Participants in Share Savings Program 2025 (and/or to a designated third party) in connection with the delivery of Performance Shares under Share Savings Program 2025.

(d) Authorization to enter into a share swap agreement with a third party

If the majority requirement for the proposal under items (b) and (c) above is not met, the Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to enter into a share swap agreement with a third party, whereby the third party in its own name undertakes to acquire and transfer shares in the company to the Participants under Share Savings Program 2025.

Preparation of the program

Share Savings Program 2025 has been prepared by the Board of Directors and its remuneration committee in consultation with external advisors.

Costs for the program, dilution and impact on key figures

The costs for Share Savings Program 2025 will be calculated in accordance with IFRS 2 and accrued over the Vesting Period.

Assuming (i) a volume weighted average price of the SaltX class B share of SEK 4 during the ten (10) trading days immediately preceding the Vesting Period and as of the Participants’ acquisition of Investment Shares, (ii) that each Participant invests in Investment Shares up to the maximum amount, (iii) that the maximum number of Performance Shares are allotted and (iv) a total increase in the share price of 100 percent during the Vesting Period, the total costs for Share Savings Program 2025, including costs for social security contributions, are estimated to amount to approximately SEK 1,750,000.

The costs for Share Savings Program 2025 are expected to have a marginal impact on the group’s key figures.

In order to ensure the delivery of Performance Shares, the company will issue no more than 675,000 warrants of series 2025/2027, entailing a dilution of approximately 0.4 percent of the total number of shares and votes in the company in the event that the warrants are exercised in full.

Existing incentive programs

The Annual General Meeting 25 April 2022 resolved on an issue of up to 3,000,000 warrants of series 2022/2025 to the company, and approved transfer of the warrants to key employees in the SaltX group. 738,000 warrants have been transferred to key employees. The remaining 2,262,000 warrants have been cancelled following decision by the Board of Directors. Following recalculation due to the company’s rights issue in 2023, each warrant entitles the holder to subscribe for 1.04 shares of series B in the company during the period from and including 1 June 2025 up to and including 30 June 2025 at a subscription price of SEK 5.66 per share, entailing an increase of the share capital with SEK 61,401.60 upon full exercise of all 738,000 warrants, entailing a dilution of approximately 0.4 percent of the total number of shares and votes in the company. The warrants may be subject to customary recalculation in accordance with the terms of the warrants.

Other

The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Other information

Majority requirements

Resolution by the Annual General Meeting in accordance with item 13 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.

The Annual General Meeting’s resolution on adoption of Share Savings Program 2025 under item 14(a) on the proposed agenda is conditional upon the Annual General Meeting resolving either in accordance with the Board of Directors’ proposals under items 14(b) and 14(c) above or in accordance with the Board of Directors’ proposal under item 14(d) above. The proposals under items 14(b) and 14(c) constitute a joint proposal and shall be made as one resolution.

Resolution in accordance with items 14(a) and 14(d) above requires a majority of more than half of the votes cast at the Annual General Meeting. Resolution in accordance with the joint proposal under items 14(b) and 14(c) must be supported by shareholders representing no less than nine tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting.

Number of shares and votes

At the time of issuance of this notice, the total number of shares in the company, as well as the total number of votes, amounts to 178,595,992. 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 believes 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, www.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, www.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.

____________

Stockholm in March 2025

SaltX Technology Holding AB (publ)
The Board of Directors