Notice of Annual General Meeting of SaltX Technology Holding AB (publ)
N.B The English text in 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), org.nr. 556917-6596 ("Company") will hold the Annual General Meeting on Thursday, April 25, 2019 at 15:00 in Blasieholmen Investment Group's premises, Birger Jarlsgatan 2, Stockholm.
Registration
In order to attend the Annual General Meeting, shareholders shall be entered in the register of shareholders held by Euroclear Sweden AB on April 17, 2019. 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 April 17, 2019. 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 Annual General Meeting must notify the Company by April 17, 2019. Participation notice:
• by post: SaltX Technology Holding AB (publ), Västertorpsvägen 135, 129 44 Hägersten,
• by phone: 08-794 03 70, or
• by e-mail: event@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 Annual General Meeting, 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 April 17, 2019.
Proxy form is available on the Company's website, www.saltxtechnology.com.
Draft 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 who shall attest the minutes of the meeting.
5 Determination of whether the Annual General Meeting has been duly convened.
6 Approval of the agenda.
7 Presentation by the Managing Director.
8 Presentation of the annual report and auditor's report, consolidated accounts and auditor's report on consolidated accounts.
9 Decisions on:
- Adoption of income statement and balance sheet and consolidated income statement and consolidated balance sheet,
- disposals of the Company's profit or loss in accordance with the established balance sheet; and
- discharge from liability for the Board members and the Managing Director.
10 Determination of the number of Board members and auditors.
11 Determination of fees to the Board of Directors and the auditor.
12 Election of Board members and auditors.
13 Closing of the Annual General Meeting..
Proposition for resolution
Item 2 - Election of Chairman of the Annual General Meeting
The Nomination Committee proposes that Åke Sund is elected to be the chairman of the Annual General Meeting.
Item 9b - Decision on disposals of the Company's profit or loss in accordance with the established balance sheet
The Board of Directors proposes that no dividend shall be distributed and that available profits shall be balanced on a new account.
Item 10 - Determination of the number of Board members and auditors
The Nomination Committee proposes that the number of Board members shall be six. It is proposed that the Company shall have a registered accounting firm as auditor.
Item 11 - Determination of fees to Board members and auditors
The Nomination Committee proposes unchanged fees, meaning that the Chairman of the Board shall be granted SEK 375,000 and the other Board members elected by the Annual General Meeting shall be granted SEK 125,000 each. Auditors' fee is proposed to be paid on a current basis.
Item 12 - Election of Board members and auditors
The Nomination Committee proposes that Åke Sund, Tony Grimaldi, Elin Lydahl, Tommy Nilsson and Indra Åsander shall be re-elected as members of the Board of Directors, and that Staffan Andersson shall be elected as a new member of the Board of Directors. Johan Nordström has declined re-election. All members are elected for the period until the end of the next Annual General Meeting. Åke Sund is proposed to be re-elected as Chairman of the Board.
Staffan Andersson, born 1967, has a degree in economy from Uppsala University and is currently the owner and CEO of Power Transmission Consulting, PTC AB, a member of the T&D Consulting Group. Staffan Andersson has been employed by ABB for most of his career, including several leading positions for the group's global operations in high voltage direct current (HVDC).
The recruitment of Staffan Andersson to the Board of Directors is motivated by the addition of expertise for SaltX's focus on large-scale storage of renewable energy. The proposal for the Board of Directors implies an unchanged gender distribution among the members with two women and four men.
Furthermore, it is proposed that the registered audit firm Öhrlings PricewaterhouseCoopers AB shall be re-elected as auditor for the period until the end of the next Annual General Meeting, with Claes Sjödin as Chief Accountant.
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 72 486 352. The company does not hold any own shares.
Shareholders' questionnaire
In accordance with the Companies Act, Chapter 7, Section 32, the Board of Directors and the Managing Director shall, if any shareholder requests it and the Board of Directors believes that it can be done without material damage to the Company, provide information about circumstances that may affect the assessment of a matter on the agenda or the assessment of the Company's financial situation at the Annual General Meeting.
Available documents
Accounting documents with accompanying audit reports and full proposals will be available for at least three weeks before the Annual General Meeting. 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.
SaltX Technology Holding AB (publ)
Stockholm in March 2019
Board of Directors
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About SaltX Technology
SaltX Technology develops and sells patented energy storage technology, which is marketed under the brand SaltX™. Customers consist mainly of major global OEM partners such as Alfa Laval, Mobile Climate Control and Rheem. SaltX Technology's stock is listed on Nasdaq Stockholm First North. FNCA Sweden AB, +46-8-528 00 399, info@fnca.se, is SaltX Technology’s Certified Adviser. For more information, visit www.saltxtechnology.com.