Notice of Annual General Meeting in SaltX Technology Holding AB (publ)

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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 Thursday, 22 April 2021.

In light of the corona pandemic and in order to minimize any risk of spreading the coronavirus, the Board of Directors of the company has decided that the Annual General Meeting is to be held only through postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. This means that the Annual General Meeting will be conducted without the physical presence of shareholders or representatives. Shareholders will only be able to participate in the Annual General Meeting by postal voting and submitting questions in advance in the manner described below.

Information on the resolutions passed at the Annual General Meeting will be disclosed on Thursday, 22 April 2021, when the outcome of the postal voting has been confirmed.

Right to attend
Shareholders who wish to participate in the Annual General Meeting must

  1. be registered as of 14 April 2021 in the share register kept by Euroclear Sweden AB, and
  2. give notice of participation no later than 21 April by casting its postal vote in accordance with the instructions under the heading ”Postal voting” below so that the postal voting form is received by the company no later than that day.

Nominee-registered shares
In order to be entitled to participate in the Annual General Meeting, a shareholder whose shares are nominee-registered through a bank or other nominee must, in addition to giving notice of participation in the Annual General Meeting, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 14 April 2021. 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 14 April 2021 are taken into account in the presentation of the share register.

Postal voting
Shareholders may exercise their voting rights at the Annual General Meeting only by postal voting in advance in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

Shareholders who wish to postal vote must use the postal voting form, which is available on the company’s website, www.saltxtechnology.com, and at the company at Västertorpsvägen 135, 129 44 Hägersten, Sweden. The postal voting form is considered as notice to participate at the Annual General Meeting.

The completed and signed form must be received by the company no later than Wednesday, 21 April 2021. The completed and signed form must be sent by mail to SaltX Technology Holding AB (publ), Västertorpsvägen 135, 129 44 Hägersten, Sweden or by e-mail to investors@saltxtechnology.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Shareholders may not provide special instructions or conditions to the postal vote. If so, the vote (i.e., the entire postal vote) is invalid. Further instructions and conditions can be found in the postal voting form.

Shareholders who wish to submit its postal vote by proxy must issue a written and dated power of attorney for their representative. If the power of attorney is issued by a legal person, a copy of the registration certificate or equivalent for the legal person must be attached. Proxy form is available on the company’s website, www.saltxtechnology.com, and must be attached to the postal voting form.

Proposed agenda

  1. Election of Chairman of the Annual General Meeting.
  2. Preparation and approval of the voting list.
  3. Election of one or two persons to attest the minutes.
  4. Examination of whether the Annual General Meeting has been duly convened.
  5. Approval of the agenda.
  6. Presentation of the annual report and audit report, and of the consolidated accounts and consolidated auditors’ report.
  7. Resolutions on:
    1. adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet,
    2. distribution of the company’s profit or loss as shown in the adopted balance sheet, and
    3. discharge from liability for the members of the Board of Directors and the managing director.
  8. Resolution on the number of members of the Board of Directors and auditors.
  9. Determination of fees to the members of the Board of Directors and the auditors.
  10. Election of members of the Board of the Directors and auditor.
  11. Resolution on authorization for the Board of Directors to resolve upon issues of shares of class B and/or warrants.

Proposed resolutions
Item 1 – Election of Chairman of the Annual General Meeting

The nomination committee proposes that the Chairman of the Board, Åke Sund, or the person appointed by the nomination committee instead in his absence, be elected Chairman of the Annual General Meeting.

Item 2 – Preparation and approval of the voting list

The voting list proposed to be approved under item 2 on the agenda is the voting list prepared by the Chairman, based on the general meeting share register and received postal votes, verified and confirmed by the persons elected to attest the minutes.

Item 3 – Election of one or two persons to attest the minutes

The Board of Directors proposes that Thomas Görling and Magnus Ekblad, or in the absence of any or both, the person of persons appointed by the Board of Directors instead, be elected to attest the minutes. The tasks of the persons elected to attest the minutes also include verifying the voting list and that received postal votes are correctly reproduced in the minutes of the meeting.

Item 7 b – Distribution of the company’s profit or loss as shown in the adopted balance sheet

The Board of Directors proposes that no dividend is paid and that available profits are carried forward.

Item 8 – 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 be appointed as auditor.

Item 9 – 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 shall be SEK 375,000 (unchanged) and that the fee to other members elected by the Annual General Meeting shall be SEK 125,000 each (unchanged). The nomination committee proposes that no special fee be paid for committee work.

The nomination committee proposes that auditors’ fee be paid in accordance with approved invoices.

Item 10 – Election of members of the Board of Directors and auditor

The nomination committee proposes re-election of all current members of the Board of Directors, i.e., Åke Sund, Staffan Andersson, Tony Grimaldi, Hans Holmström, Erica Larson and Elin Lydahl. All members are elected for the period until the end of the next Annual General Meeting. The nomination committee proposes that Åke Sund be re-elected Chairman of the Board.

The nomination committee further 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, in accordance with the Board of Directors’ recommendation. Öhrlings PricewaterhouseCoopers AB has notified that Authorized Public Accountant Claes Sjödin will be appointed auditor in charge.

Item 11 – Resolution on authorization for the Board of Directors to resolve upon issues of shares of class 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 several occasions until the next Annual General Meeting, with or without preferential rights for the shareholders, resolve upon issues of shares of class B and/or warrants entitling to subscription of shares of class B.  The total number of shares that may be issued under the authorization may correspond to no more than 30,000,000 shares (including any new shares following exercise of warrants issued under the authorization). The purpose of the authorization and the reason for any deviation from the shareholders’ preferential rights is to enable further financing of the company’s operations in a time- and cost-effective manner. Payment shall, in addition to cash payment, be possible by way of set-off. To the extent that an issue takes place with deviation from the shareholders’ preferential rights, the issue shall take place on market terms.

The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the Annual General Meeting’s resolution that may prove necessary in connection with registration of the new issue with the Swedish Companies Registration Office.

Majority requirements
To be valid, resolution pursuant to the proposal under item 11 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 voting rights in the company
At the time of issuance of this notice, the total number of shares in the company, as well as the total number of voting rights, is 87,936,984. All issued shares are of class B. The company holds no treasury shares.

Information at the Annual General Meeting
In accordance with Chapter 7, Section 32 of the Swedish Companies Act the Board of Directors and the managing director shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the company, provide information at the meeting about circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s or subsidiary’s financial position and the company’s relationship to other group companies.

Due to the fact that the Annual General Meeting will be held without a physical meeting, requests for information must be submitted in writing by mail to the address SaltX Technology Holding AB (publ), Västertorpsvägen 135, 129 44 Hägersten, Sweden or by e-mail to investors@saltxtechnology.com, no later than 12 April 2021. Such information is provided by being kept available by the company on the address SaltX Technology Holding AB (publ), Västertorpsvägen 135, 129 44 Hägersten, Sweden and on the company’s website, www.saltxtechnology.com, no later than 17 April 2021. The information is also sent within the same time to shareholders who so request and provide their postal or e-mail address.

Available documents
The nomination committee’s and the Board of Directors’ complete proposals are presented in this notice, which is available at the company and on its website as detailed below.

Accounting documents and the accompanying auditor’s report will be kept available at the company for at least three weeks before the Annual General Meeting. The documents will also be available on the company’s website, www.saltxtechnology.com.

Copies of the above documents are also sent to the shareholders who so request and provide their postal address.

Information on all proposed members of the Board of Directors and the nominating committee’s reasoned opinion regarding proposals 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, March 2021
The Board of Directors

 

For further information, please contact: 
Carl-Johan Linér (CEO) +46 705-32 08 08 
Harald Bauer (CFO) +46 708-10 80 34 

About SaltX Technology 
SaltX Technology develops and sells a patented energy storage solution based on nanocoated salt. SaltX mission is to develop and offer sustainable technology and  solutions that will clearly benefit customers, the climate and society. SaltX Technology's shares are listed on the Nasdaq First North Premier Growth Market. FNCA Sweden AB, +468-528 00 399, info@fnca.se, is SaltX Technology’s certified adviser. For more information, visit: 
www.saltxtechnology.com.   

Stockholm, 2021-03-22