Notice of Extraordinary General Meeting of SaltX Technology Holding AB (publ)
SaltX Technology Holding AB (publ), reg.no. 556917-6596 (the ”Company”) will hold an Extraordinary General Meeting (“EGM”) on Tuesday 5 November 2019 at 15:00 at Blasieholmen Investment Group’s premises, Birger Jarlsgatan 2, Stockholm.
Registration
In order to attend the EGM, shareholders shall be entered in the register of shareholders held by Euroclear Sweden AB on Wednesday 30 October 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 Wednesday 30 October 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 EGM must notify the Company by Wednesday 30 October 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 shall be included. 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 Wednesday 30 October 2019.
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 with pre-emption rights for existing shareholders.
8 Resolution regarding authorization for the Board of Directors to resolve on issue of new shares of series B.
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 with pre-emption rights for existing shareholders.
The Board of Directors proposes that the EGM resolves upon a rights issue of up to 14,519,094 shares of series B, resulting in an increase of the share capital by no more than SEK 1,161,527.52.
The following terms shall apply:
(a) The right to subscribe shall belong to those persons who on the record date are registered as shareholders in the Company. Each shareholder receives one (1) subscription right for each (1) share held. Five (5) subscription rights entitle to subscription of one (1) new share.
(b) Allocation of subscription rights is made as per the registered shareholding of each shareholder at Euroclear Sweden AB per 12 November 2019 (the “Record date”). The final trading date for Company shares conferring a right to receive subscription rights is 8 November 2019. The first trading date for Company shares not conferring a right to receive subscription rights is 11 November 2019.
(c) The subscription price per share is SEK 5.55.
(d) Subscription of shares on the basis of subscription rights shall be made through payment during the period as from 14 November 2019 up to and including 28 November 2019. The Board of Directors is entitled to extend the subscription and payment period.
(e) Subscription of shares not based on subscription rights shall be made on a special subscription list during the period as from 14 November 2019 up to and including 2 December 2019, or, in the case of subscription based on eventual emission-guarantee in accordance with (i) below, no 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) The new shares confer the right to dividend on the record date for dividends that occurs closest after the issue has been registered at the Swedish Companies Registration Office.
(g) In the event that not all shares are subscribed for through subscription rights, the Board of Directors shall, subject to the rights issue’s ceiling, resolve on the allotment of shares subscribed for without subscription rights, whereby allotment shall take place as follows:
- In the first instance, allotment shall be made to those who subscribed for shares on the basis of subscription rights, regardless whether the subscriber was a shareholder on the record date or not and, in case of over-subscription, in proportion to the number of subscription rights used by each for subscription of shares and, where this is not possible, by lot.
- In the second instance, allotment shall be made to others who registered for subscription not based on subscription rights and, in the event they cannot obtain full allotment, in proportion to the number of shares that each has subscribed for and, where this is not possible, by lot.
- In third and last instance, eventual remaining shares shall be allotted to the guarantors in relation to the amount of the emission-guarantee and, where this is not possible, by lot.
(h) The Board of Directors and the managing director 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.
Item 8 – Resolution regarding authorization for the Board of Directors to resolve on issue of new shares of series B.
The Board of Directors proposes that the EGM resolves to authorize 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. The total number of shares that may be issued under the authorization may correspond to 1,128,725 shares. The reason for the deviation from shareholders pre-emption rights is to use shares 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 72,595,472. 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 reports and statements 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.
Processing of personal data
For information on how your personal data is processed, refer to the privacy policy available on the Euroclear website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
SaltX Technology Holding AB (publ)
Stockholm in October 2019
Board of Directors
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.