The shareholders of SaltX Technology Holding AB (publ), Reg. No. 556917-6596 (”SaltX” or the ”company”), are hereby summoned to the Extraordinary General Meeting on Tuesday, 23 August 2022, at 14:00 CEST, in the company’s premises, Västertorpsvägen 135, 129 44 Hägersten.
The Board of Directors of the company has, in accordance with the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, resolved that the shareholders shall have the opportunity to exercise their voting rights by postal voting prior to the Extraordinary General Meeting. Shareholders may thus choose to attend the meeting in person, by proxy or by postal voting.
In order to prevent the spread of COVID-19, the Board of Directors encourages all shareholders to consider the possibility of using the opportunity to postal vote instead of attending the meeting in person. Shareholders who themselves show symptoms (or who have been in contact with someone who shows symptoms) are encouraged not to attend the meeting but to instead participate by proxy or exercise their voting rights by post prior to the Extraordinary General Meeting.
SaltX is following developments closely, and if necessary, information about any further measures prior to the Extraordinary General Meeting will be published on the company’s website, www.saltxtechnology.com.
Right to attend
In order to participate in the meeting, shareholders must be entered in the share register maintained by Euroclear Sweden AB on 15 August 2022. Further, shareholders who wish to participate in the meeting must notify the company no later than 17 August 2022 or cast a postal vote in accordance with the instructions under the heading “Instructions for postal voting” no later than 17 August 2022. Notice of participation is made:
by mail to SaltX Technology Holding AB (publ), Västertorpsvägen 135, 129 44 Hägersten, or
by e-mail to firstname.lastname@example.org.
In order to be entitled to participate in the Extraordinary General Meeting, shareholders who have registered their shares in the name of a nominee must, in addition to giving notice of participation, request that their shares be registered in their own name so that the shareholder is entered into the share register maintained by Euroclear Sweden AB by 15 August 2022. 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 15 August 2022 are taken into account in the presentation of the share register.
Proxy and proxy form
Shareholders represented by proxy must issue a written, signed and dated power of attorney for the proxy. The power of attorney must not have been issued more than one year before the date of the Extraordinary General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as certificate of incorporation and other relevant documents, evidencing the authorised representative, should reach the company at the above address no later than 17 August 2022.
Proxy form is provided by the company on request and is also available on the company's website, www.saltxtechnology.com.
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the postal voting form and follow the instructions available on the company’s website, www.saltxtechnology.com. The postal vote must be received by the company no later than 17 August 2022. The postal voting form must be sent:
by mail to SaltX Technology Holding AB (publ), Västertorpsvägen 135, 129 44 Hägersten; or
by e-mail to email@example.com.
If a shareholder who has submitted a postal voting form attends the Extraordinary General Meeting in person or by proxy, the postal vote lapses.
Opening of the Extraordinary General Meeting.
Election of Chairman of the Extraordinary General Meeting.
Preparation and approval of the voting list.
Election of one or two persons to attest the minutes.
Determination of whether the Extraordinary General Meeting has been duly convened.
Approval of the agenda.
Determination of the number of members of the Board of Directors.
Election of member of the Board of Directors.
Determination of fees to the members of the Board of Directors.
Closing of the Extraordinary General Meeting.
Item 2 – Election of Chairman of the Extraordinary General Meeting
The Nomination Committee proposes that Åke Sund, the Chairman of the Board, or in the event of his absence, the person appointed by the Board of Directors instead, be elected Chairman of the Extraordinary General Meeting.
Item 3 – Preparation and approval of the voting list
The voting list proposed for approval under item 3 on the proposed agenda is the voting list prepared by the Chairman, based on the Extraordinary General Meeting’s share register, notified and present shareholders at the Extraordinary General Meeting and received postal votes.
Item 4 – Election of one or two persons to attest the minutes
The Board of Directors proposes that Thomas Görling, or in the event of his absence, the person designated by the Board of Directors instead, be elected to attest the minutes.
Item 7 – Determination of the number of members of the Board of Directors
The Nomination Committee proposes that the number of members of the Board of Directors shall be seven.
Item 8 – Election of member of the Board of Directors
The Nomination Committee proposes new election of Per Bodén as a member of the Board of Directors for the period until the end of the next Annual General Meeting.
If the general meeting resolves in accordance with the proposal, the Board of Directors will, for the period until the end of the next Annual General Meeting, consist of the general meeting-elected Board members Åke Sund (Chairman), Staffan Andersson, Tony Grimaldi, Hans Holmström, Erica Larson, Elin Lydahl and Per Bodén.
Per Bodén was born in 1967. Per graduated from a technical high school in 1987 and has been a certified market economist since 1997. In addition, Per has participated in various in-house education programs, mainly in leadership and strategy.
Since 2015, Per is employed as Marketing and Business Development Director at SMA Mineral AB, which is one of Sweden's largest lime producers. Per is a Board member of the Swedish Lime Association. He has previous experience in marketing and sales from Ruukki and Fagersta Stainless, among others, as well as from various board positions in non-profit and economic associations. Through his employment at SMA Mineral AB, which is one of the company's major shareholders, Per is dependent in relation to SMA Mineral AB. Per is independent in relation to the company and its management. Per and related parties holds together 6,000 shares in SaltX Technology Holding AB.
Item 9 – Determination of fees to the members of the Board of Directors
The Nomination Committee proposes that fees shall be paid in the following amounts, in accordance with the resolution at the company’s Annual General Meeting 2022:
SEK 405,000 to the Chairman of the Board; and
SEK 135,000 to each of the other general meeting-elected Board members.
The Nomination Committee proposes that no special fee shall be paid for committee work.
The fees to the Board of Directors remains unchanged in relation to the resolution at the company’s Annual General Meeting 2022, with the adjustment that an additional annual Board fee will be paid to the newly elected member of the Board of Directors in the event that the meeting resolves in accordance with the proposal under item 8 above, however, that such annual fee will be paid pro rata in relation to the length of the assignment period.
Number of shares and votes in the company
At the time of issue of this notice, the total number of shares in the company, as well as the total number of votes, amounts to 121,102,334. All issued shares are of series B. The company holds no treasury shares.
Shareholders’ right to receive information
In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors, and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes 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.
The Nomination Committee's and the Board of Directors’ complete proposals are stated in this notice, which is available at the company’s premises and on its website as described below.
Information about the proposed Board member and the Nomination Committee's reasoned opinion regarding the proposal for a Board member is available on the company's website, www.saltxtechnology.com.
Copies of the documents will also be sent to shareholders who so request and provide their postal address.
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
SaltX Technology Holding AB (publ)
Stockholm in August 2022
The Board of Directors