NOTICE TO THE ANNUAL GENERAL MEETING OF SOLTECH ENERGY SWEDEN AB (PUBL)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Energi & Miljö |
| Industri | Energikällor |
The shareholders of Soltech Energy Sweden AB (publ), reg. no. 556709-9436, (the “Company”) are hereby invited to the annual general meeting on Thursday 22 May 2025 at 17:00 at "Agdas på hörnet", Regeringsgatan 107 in Stockholm. Please note that the registration begins at 16:30.
Right to attend the annual general meeting and notice
Shareholders who wish to attend the general meeting must:
- on the record date, which is Wednesday 14 May 2025, be registered in the share register maintained by Euroclear Sweden AB (for nominee registered shares, also see below under the heading “Nominee registered shares”); and
- notify the Company of their participation and any assistants (no more than two) in the general meeting no later than Friday 16 May 2025. The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, Attn: Filippa Kronsporre, Box 180, 101 23 Stockholm (kindly mark the envelope "Soltech annual general meeting 2025"), or via e-mail: filippa.kronsporre@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee registered shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration (so-called voting rights registration), which normally is processed in a few days, must be completed no later than on Wednesday 14 May 2025 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 16 May 2025 will be considered in preparations of the share register.
Proxy etc.
A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail or by e-mail to the address above and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on 16 May 2025.
A form proxy will be available on the Company's website www.soltechenergy.com.
Advance voting
The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with the Company’s articles of association. However, anyone wishing to attend the meeting room in person or by proxy must notify the company in accordance with the instructions under the heading "Right to attend and notification to the meeting" above. This means that notification only by advance voting is not sufficient for those who wish to attend the meeting room.
A special form shall be used for advance voting. The form is available on www.soltechenergy.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
A special form must be used for advance voting. The form is available on the Company's website, www.soltechenergy.com, and will be sent free of charge to shareholders who request it and provide their e-mail or postal address. Submission of the form is deemed to constitute registration for the General Meeting. The completed form must be received by the Company no later than Friday, May 16, 2025. The completed form can be sent by post to Baker & McKenzie Advokatbyrå KB, Attn: Filippa Kronsporre, Box 180, 101 23 Stockholm (please mark the envelope "Soltech Annual General Meeting 2025") or by e-mail to Filippa.kronsporre@bakermckenzie.com.
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
If the shareholder votes in advance by proxy, a written and dated power of attorney signed by the shareholder shall be attached to the advance voting form, see above.
Further instructions and conditions are included in the form for advance voting.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to certify the minutes
- Examination of whether the meeting has been duly convened
- Speech by the CEO
- Presentation of the annual report and the auditor's report and the group annual report and the group auditor's report for the financial year 2024
- Resolution regarding:
- adoption of income statement and balance sheet and the group income statement and the group balance sheet
- the profit or loss of the Company in accordance with the adopted balance sheet; and
- discharge from liability for the board of directors and the CEO
- Determination of fees to the board of directors and to the auditors
- Determination of the number of directors and auditors
- Election of the board of directors and auditors
- Resolution regarding amendments of the articles of association
- Resolution regarding authorization for the board to issue shares, warrants and/or convertibles
- Closing of the meeting
Proposition for resolution
Item 1: Opening of the meeting and election of chairman of the meeting
The nomination committee proposes that Carl Svernlöv, attorney at law, Baker & McKenzie, is appointed as chairman of the annual general meeting.
Item 8.b: Resolution regarding adoption of income statement and balance sheet and the group income statement and the group balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.
Item 9-11: Determination of fees to the board of directors and to the auditors, determination of the number of directors and auditors, election of the board of directors and auditors, and election of chairman to the board
The nomination committee proposes the following:
The nomination committee proposes that the remuneration to the board of directors is to be SEK 1,500,000 in total, excluding remuneration for committee work, and shall be paid to the board of directors in the following amounts:
- SEK 300,000 for each of the directors and SEK 600,000 to the chairman (same as previous year).
It is further proposed that the remuneration for committee work shall be paid in the following amounts:
- SEK 40,000 for each of the members and SEK 60,000 to the chairman of the audit committee (same as previous year); and
- If the board establishes other committees, the fee for each member shall be SEK 40,000 and the fee for the chairman of the committee shall be SEK 60,000 (same as previous year).
The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice.
The nomination committee proposes that the board shall consist of four directors. The nomination committee further proposes that the number of auditors shall be one registered audit firm.
The nomination committee proposes re-election of Stefan Ölander, Ivana Stankovic, Ove Anebygd and Bernt Ingman as directors until the end of the next annual general meeting. Furthermore, Stefan Ölander is proposed to be re-elected as chairman of the board of directors.
The nomination committee proposes to re-elect the registered audit firm PricewaterhouseCoopers AB as auditor for the period until the end of the next annual general meeting. PricewaterhouseCoopers AB has announced that the authorized auditor Claes Sjödin will continue as main responsible auditor in case they are elected as auditor.
The nomination committee's complete proposal and motivated opinion as well as further information regarding the proposed directors are available at the Company's website www.soltechenergy.com.
Item 12: Resolution regarding amendments of the articles of association
The board of directors of the Company proposes that the annual general meeting resolves to amend the Company's articles of association as follows:
It is proposed that the number of shares in the Company be changed from a minimum of 80,000,000 and a maximum of 200,000,000 to a minimum of 80,000,000 and a maximum of 320,000,000. It is further proposed that the Company's share capital be changed from a minimum of SEK 4,000,000 and a maximum of SEK 10,000,000 to a minimum of SEK 4,000,000 and a maximum of SEK 16,000,000.
The articles of association § 4 will thereby have the following wording:
"The share capital shall be no less than SEK 4,000,000 and not more than SEK 16,000,000.”
The articles of association § 5 will thereby have the following wording:
”The number of shares shall be not less than 80,000,000 and not more than 320,000,000.”
Item 13: Resolution regarding authorization for the board to issue shares, warrants and/or convertibles
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, warrants or convertibles with the right to subscribe for and convert for shares, respectively, with or without preferential rights for the shareholders, within the limits of the articles of association, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company and a possibility to advance the development of the Company's business or in connection with acquisitions and to diversify the shareholder base.
Issuances of new shares, convertibles or warrants under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office.
Majority requirements
Resolutions in accordance with item 12 and 13 are valid when supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 132,279,393. The Company holds no own shares.
Other
The annual report with the auditor's report, the complete proposals, proxy form and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company premises, Birger Jarlsgatan 41A, 111 45 Stockholm, and at the Company’s website, www.soltechenergy.com, at least three weeks in advance of the general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are hereby notified regarding the right, at the annual general meeting, to request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in April 2025
Soltech Energy Sweden AB (publ)
The board of directors