The company’s name is SaltX Technology Holding AB (publ).
§ 2 Seat
The Board of Directors shall have its seat in Stockholm municipality.
§ 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 operations that are compatible with this.
§ 4 Share capital
The share capital shall amount to a minimum of SEK 7,000,000 and a maximum of SEK 28,000,000.
§ 5 The number of shares and types of shares
Shares can be issued in two classes: Class A and Class B. The total minimum number of shares shall be 87,500,000 and the total maximum number of shares shall be 350,000,000..
Shares can be issued in two series, Class A and Class B. The total minimum number of shares shall be 87,500,000 and the total maximum number of shares shall be 350,000,000. A maximum of 10,000 Class A shares and a maximum of 350,000,000 Class B shares may be issued.
When voting at the AGM, Class A shares entitle to ten votes and Class B shares entitle to one vote. Otherwise, Class A shares and Class B shares give the same right to a share in the company’s assets and profits.
If the company decides to issue new series A and series B shares through a cash issue or set-off, the owners of shares of series A and series B shall have preferential right to subscribe for new shares of the same class in relation to the number of shares previously held by the holder (primary preferential right). . Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If not so offered shares are sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares they previously owned and, to the extent that this cannot be done, by lottery.
If the company decides to issue shares only in series A or series B through a cash issue or set-off issue, all shareholders, regardless of whether their shares are of series A or series B, shall have the right to subscribe for new shares in relation to the number of shares they previously owned and insofar as this cannot be done by drawing lots.
If the company decides to issue warrants or convertibles through a cash issue or set-off issue, the shareholders have preferential rights to subscribe for warrants as if the issue was for the shares that may be subscribed for under the option right or for preferential rights to subscribe for convertibles as if the issue was for the convertible shares.
What has been stated above shall not limit the possibility of deciding on a cash issue or a set-off issue with deviation from the shareholders’ preferential rights.
When increasing the share capital through a bonus issue, new shares shall be issued by each class of shares in relation to the number of shares of the same type that have existed before. In doing so, old shares of a certain type of share shall carry the right to new shares of the same class.
What has been said should not entail any restriction on the possibility of issuing shares of a new type through the issue of a fund, after the necessary amendment of the articles of association.
§ 6 Reservation conversion
Holders of Class A shares shall have the right to convert them to Class B shares.
§ 7 Board of Directors
The Board shall consist of a minimum of 3 and a maximum of 8 members without deputies.
§ 8 Auditors
The company must have one to two auditors with or without deputy auditors or a registered accounting firm.
§ 9 Notice
Notice of the Annual General Meeting shall be made by advertising in the Post and Inrikes Tidningar and on the company’s website, as well as by advertising with information that notice has taken place in Svenska Dagbladet.
Notice of the Annual General Meeting and the Extraordinary General Meeting where the issue of amendment of the Articles of Association is to be dealt with shall be issued no earlier than six weeks and no later than four weeks before the Meeting. Notice of other Extraordinary General Meeting shall be issued no earlier than six weeks and no later than two weeks before the meeting.
In order to participate in the Annual General Meeting, shareholders must notify the company of his/her attendance and the number of any advisers to the company by the date stated in the notice of the AGM. This day may not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday before the AGM.
Shareholders may bring one or two assistants at the Annual General Meeting, however, only if the shareholder has notified this in accordance with the previous paragraph.
§ 10 Matters at the Annual General Meeting
The Annual General Meeting shall be held within six months after the end of the financial year.
The following issues will be discussed at the AGM:
1) Election of Chairman of the Meeting.
2) Establishment and approval of voting length.
3) Election of one or two adjustment men.
4) Examination of whether the meeting has been duly convened.
5) Approval of agenda.
6) Presentation of the annual report and audit report and, where applicable, consolidated accounts and consolidated auditors’ report.
7) Decision on:
- Determination of income statement and balance sheet and, where applicable, consolidated income statement and consolidated balance sheet,
- Transactions regarding the company’s profit or loss in accordance with the adopted balance sheet, and discharge from liability to the members of the Board of Directors and the CEO.
8) Determination of fees to the Board and the auditors.
9) Election of board members and, where applicable, of auditors.
10) Other business arriving at the AGM in accordance with the Companies Act (2005: 551) or the Articles of Association.
§ 11 Financial year
The company’s fiscal year shall be January 1 – December 31 (calendar year).
§ 12 Reconciliation reservation
The company’s shares must be registered in a reconciliation register in accordance with the Financial Instruments Accounting Act (1998: 1479).