Notice of Extraordinary General Meeting of SaltX Technology Holding AB (publ)
N.B. The English text is an in-house translation of the original Swedish text. Should there be any disparities between the Swedish and the English text, the Swedish text shall prevail.
SaltX Technology Holding AB (publ), reg.no. 556917-6596 (the "Company") will hold an Extraordinary General Meeting ("EGM") on Wedesday, November 14, 2018 at 15:00 at the Company's premises, Västertorpsvägen 135, 129 44 Hägersten.
Registration
In order to attend the EGM, shareholders shall be entered in the register of shareholders held by Euroclear Sweden AB on Thursday, November 8, 2018. Shareholders with nominee-registered shares must temporarily register their shares in their own name with Euroclear Sweden AB. Such re-registration must be completed by Thursday, November 8, 2018. Shareholders should therefore request re-registration of the shares in good time before this date with the nominee.
In addition, shareholders wishing to attend the EGM must notify the Company by Thursday, November 8, 2018. Participation notice:
- by post: SaltX Technology Holding AB (publ), Västertorpsvägen 135, 129 44 Hägersten,
- by phone: 08-794 03 70, or
- by e-mail: info@saltxtechnology.com
In the notification, name, person or organization number, postal address, telephone daytime and shareholding, as well as information about potential agents or assistants. Shareholders may bring no more than two assistants, provided that they are notified as above.
Shareholders represented by proxy shall issue a written and dated proxy for the representative. The power of attorney may not be issued earlier than one year before the date of the EGM, unless stated in the authorization for a longer period of validity, but not more than five years from the date of issue. The original authorization and registration certificate and other authorization documents representing the authorized representative should be available to the Company at the above address by Thursday, November 8, 2018.
Proxy form is available on the Company's website, www.saltxtechnology.com.
Proposed agenda
1 Opening of the EGM.
2 Election of Chairman of the EGM.
3 Preparation and approval of the voting list.
4 Election of one or two persons who shall attest the minutes of the meeting.
5 Determination of whether the meeting has been duly convened.
6 Approval of the agenda.
7 Resolution on issue of shares of series B and warrants ("Units") with pre-emption rights for existing shareholders.
8 Resolution regarding authorisation for the Board of Directors to resolve on issue of new shares of series B and warrants ("Units").
9 Closing of the EGM.
Proposals to resolutions
Item 2 – Election of Chairman of the EGM
It is proposed that Åke Sund is elected as Chairman of the EGM.
Item 7 – Resolution on issue of shares of series B and warrants ("Units") with pre-emption rights for existing shareholders.
The Board of Directors proposes that the EGM resolves upon an issue of up to 14,646,902 shares of series B, resulting in an increase of the share capital by no more than SEK 1,171,752.16. The Board of Director further proposes that the EGM resolves upon an issue of up to 14,646,902 warrants of series TO6, entitling to subscription of 7,323,451 shares of series B in the Company, whereby the share capital may increase by no more than SEK 585,876.08 using the issued warrants of series TO6. The share capital may increase by no more than SEK 1,757,628.24 upon full subscription of the shares of series B and full utilization of the issued warrants of series TO6.
The issues shall be treated as one decision and undertaken through the issuance of so-called Units (the "Rights Issue"). One (1) Unit consists of one (1) share of series B and one (1) warrant of series TO6.
The following terms shall apply:
(a) The right to subscribe shall belong to those person on the record date are registered as shareholders in the Company. Each shareholder receives one (1) unit right for each (1) share held. Four (4) unit rights entitle to subscription of one (1) Unit.
(b) Allocation of unit rights is made as per the registered shareholding of each shareholder at Euroclear Sweden AB per 21 November 2018 (the "Record date"). The final trading date for Company shares conferring a right to receive unit rights is 19 November 2018. The first trading date for Company shares not conferring a right to receive unit rights is 20 November 2018.
(c) The subscription price per Unit is SEK 5.50, corresponding to a subscription price of SEK 5.50 per share. The warrants are issued free of charge.
(d) Subscription on the basis of unit rights shall be made through payment during the period as from 23 November 2018 up to and including 7 December 2018. The Board of Directors is entitled to extend the subscription and payment period.
(e) Subscription not based on unit rights shall be made on a special subscription list during the period as from 23 November 2018 up to and including 7 December 2018, or, in the case of subscription based on eventual emission-guarantee in accordance with (i) below, no later than three (3) bank days thereafter. Payment for Units subscribed for without unit rights shall be paid in cash in accordance with the instructions on the settlement note, but not later than three (3) banking days after the receipt of the settlement note. The Board of Directors is entitled to extend the subscription and payment period.
(f) Trading in unit rights will take place on Nasdaq First North Premier during the period as of 23 November 2018 up to and including 5 December 2018.
(g) Trading in paid up Unit (BTU) will take place on Nasdaq First North Premier during the period as of 23 November 2018 until such time as the issue has been registered with the Swedish Companies Registration Office, the last trading day will be announced one week in advance.
(h) The new shares confer the right to dividend from the day that the shares have been recorded in the share register held by Euroclear Sweden AB. Share issued through the exercise of warrants of series TO6 confer the right to dividend from the day the shares have been recorded in the share register held by Euroclear Sweden AB.
(i) In the event that not all Units are subscribed for through unit rights, the Board of Directors shall, subject to the Rights Issue's ceiling, resolve on the allotment of Units subscribed for without unit rights, whereby allotment shall take place as follows:
1. In the first instance allotment shall be made to those who also subscribed for Units on the basis of unit rights, regardless whether the subscriber was a shareholder on the record date or not, in case of over-subscription, in proportion to the number of unit rights used by each for subscription of Units, where this is not possible, by lot.
2. In the second instance allotment shall be made to others who registered for subscription not based on subscription rights, in the event that they cannot obtain full allotment, in proportion to the number of Units that each has subscribed for and, in the event that this is not possible, by lot.
3. In third and last instance shall eventual remaining Units be allotted to guarantors in relation to the amount of the emission-guarantee and, in the event this is not possible, by lot.
The Board of Directors may when resolving upon allotment decide that allotment as described above is made only with a minimum number of Units.
(j) Two (2) warrants of series TO6 entitles the holder to subscribe for one (1) new share of series B in the Company. The subscription price is SEK 13. The subscription of shares in the Company on the basis of warrants of Series TO6 may take place during the period as of 1
January 2020 up to and including 31 October 2021. The full terms for the warrants of series TO6 can be found in the Appendix.
(k) Subscription can only be made in Units and thus not by shares or warrants individually. Allotment may only be made in Units. However, after the Rights Issues, the shares and warrants will be separated.
(l) The Board of Directors and the chief operating officer shall have the right to take those smaller measures that may be required in order to register the issue with the Swedish Companies Registration Office and Euroclear Sweden AB.
The Company has decided, in accordance with the terms of warrants of series TO2, to give all warrant holders of series TO2 the same pre-emption rights as shareholders to participate in the Rights Issue. The decision means that the warrants of series TO2 will not be recalculated. In order for warrant holders of warrants of series TO2 to be able to exercise this right the notification of subscription of the warrants of series TO2 must have been made no later than 31 October 2018. For the warrant holders of series TO2 that have not made a notification of subscription by this date the warrant of series TO2 ceases to be valid, whereby a right to participate in the Rights Issue will not exist.
Item 8 – Resolution regarding authorisation for the Board of Directors to resolve on issue of new shares of series B and warrants ("Units").
The Board of Directors proposes that the EGM resolves to authorise the Board of Directors, on one or several occasions, for a period up to the next annual general meeting, with or without pre-emption rights for the shareholders, to resolve on the issue of shares of series B and warrants of series TO6. The total number of shares that may be issued under the authorisation may correspond to 959,688 shares and the total number of warrants issued under the authorisation may correspond to 959,688 warrants. The reason for the deviation from shareholders pre-emption rights is to use shares and warrants to guarantors in the Rights Issue in Item 7 above. Payment may be made in cash or by set-off.
Majority requirements
Resolution under item 8 above on the proposed agenda must be supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the EGM.
The number of shares and votes in the Company
At the time of the issue of this notice, the total number of shares in the Company, as well as the total number of votes, amounts to 56 162 551. The Company does not hold any own shares.
Shareholders´ rights to receive information
In accordance with the Swedish Companies Act Chapter 7 Section 32, the board of directors and the managing director 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.
Available documents
Full proposals for resolution, proxy form and report and statement by the Board of Directors and the auditor will be available at the Company. Copies of the said documents are also sent to the shareholders who request it and provide their postal address. The actions will also be available on the Company's website, www.saltxtechnology.com.
The Company's Certified Adviser is FNCA Sweden AB.
SaltX Technology Holding AB (publ)
Stockholm in October 2018
Board of Directors