Notice of Annual General Meeting of Soltech Energy Sweden AB (publ).
The Board has decided that the shareholders shall be able to exercise their voting rights at the Annual General Meeting also by postal vote in accordance with section 22 of the Act (2022: 121) on temporary exemptions to facilitate the implementation of the Annual General Meeting and the Annual General Meeting.
Exercise of voting rights at meetings, right to participate and registration
Shareholders who wish to exercise their voting right on site in the meeting room in person or via a representative must:
Partly entered in the share register kept by
On the one hand, they have announced their participation in the meeting no later than
Shareholders can appoint proxies. Shareholders who are represented by a proxy must issue a written and updated power of attorney for the proxy. The power of attorney is valid for a maximum of one year from the date of issue, unless the power of attorney specifically states a longer period of validity, however, a maximum of five years from the date of issue. Authorization documents issued by a legal entity must be accompanied by authorization documents (registration certificate or equivalent). The original power of attorney and any authorization documents must be submitted
Shareholders who wish to exercise their voting right through postal voting shall
Partly entered in the share register kept by
Partly no later than
Instructions for postal voting
To vote at the meeting, shareholders must use the postal voting form and follow the instructions on the company’s website, https://soltechenergy.com/investerare/bolagsstyrning/. The postal ballot paper is valid as a summons to the meeting. The postal voting form must be sent:
• by post to
The shareholder may not provide the postal vote with special instructions or conditions.
If this happens, the vote (ie the individual postal vote in its entirety) is invalid.
Further instructions and conditions can be found in the postal voting form.
Nominee-registered shares
In order to be entitled to participate in the Annual General Meeting, shareholders whose shares are nominee-registered through a bank or other nominee must, in addition to registering at the Annual General Meeting, have the shares registered in their own name so that the shareholder is entered in the share register on
Proposed agenda
1. Opening of the meeting
Election of chairman at the meeting
3. Preparation and approval of the ballot paper
4. Approval of the agenda
5. Selection of one or two protocol adjusters
6. Examination of whether the meeting has been duly convened
7. Speech by the CEO
8. Presentation of the annual report and auditor’s report as well as the consolidated accounts and consolidated auditor’s report for the financial year 2021.
9. Decision:
i. Adoption of income statement and balance sheet as well as consolidated income statement and consolidated balance sheet.
ii. Provisions regarding the company’s earnings in accordance with the approved balance sheet.
iii. Discharge from liability for the board members and the CEO.
10. Determination of the number of board members
11. Decision on remuneration to the Board
12. Determination of auditor fees
13. Election of board
14. Election of the Chairman of the Board
15. Election of auditor
16. Resolution on the Nomination Committee’s principles
17. Resolution on amendment of the Articles of Association
18. Resolution authorizing the Board of Directors to issue shares, convertibles and warrants
19. Any other decisions
20. Closing of the meeting
Motion for a resolution
Article 2 – Election of meeting chairman
The Board of Directors proposes that Göran Starkebo be elected Chairman of the Meeting.
The Board of Directors proposes that no dividend be paid to the shareholders and that amounts allocated to the Annual General Meeting be transferred to a new account.
Article 10 – Determination of the number of board members
The Nomination Committee proposes that the number of Board members elected by the Annual General Meeting be six without deputies.
Articles 11-12 – Determination of board fees and auditor fees
The Nomination Committee proposes a board fee of
For the auditor, it is proposed that fees be paid according to an approved invoice.
Item 13-14 – Election of board and chairman of the board
The Nomination Committee proposes the following persons to Board members and Chairman of the Board
Board members
a) Mats Holmfeldt (re-election)
b)
c)
d) Göran Starkebo (re-election)
e)
f) Stefan Ölander (re-election)
Chairman of the Board
g) Mats Holmfeldt
The Nomination Committee’s proposal for new members
Information on all proposed board members is available at www.soltechenergy.com/investor/corporate governance /
Item 15 – Election of auditor
The Nomination Committee proposes that the Annual General Meeting re-elect for the period until the end of the next Annual General Meeting
Item 16 – Decide on the Nomination Committee’s principles
The Nomination Committee is appointed by the Chairman of the Board contacting at least three of the largest shareholders in the Company in terms of votes per
It is up to the nomination committee to appoint its chairman.
The Nomination Committee shall otherwise follow the principles in the Swedish Code of Corporate Governance.
Item 17 – Resolution on amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association. This is to give the Board opportunities to act quickly when there is a need for a new share issue, either for company acquisitions or issue procedures. The Board proposes the following:
• The limits for the company’s share capital (§ 4 of the Articles of Association) change from the lowest
• The limits for the company’s number of shares (§ 5 of the Articles of Association) are changed from a minimum of 40,000,000 and a maximum of 120,000,000 to a minimum of 60,000,000 and a maximum of 150,000,000.
Item 18 – Resolution authorizing the Board of Directors to decide on a new issue of shares and an issue of warrants and convertibles.
The Board proposes that the Annual General Meeting resolves to authorize the Board to, until one or more occasions, decide on a new issue of shares and / or an issue of convertibles and / or warrants until the next Annual General Meeting, even with deviation from the Annual General Meeting. shareholders’ preferential rights. The shares, convertibles and / or warrants must be able to be subscribed for against cash payment or against payment by set-off, in kind or otherwise with conditions. The authorization is limited to the number of shares in the case of a new issue or in the issue of warrants and convertibles, the number of warrants and convertible debentures that may involve an issue or conversion to the corresponding number of shares, calculated at the time of issuance of such warrants or convertibles. on number of shares.
Item 20 – Closing of the Meeting
Provision of documents
The annual report documents and the auditor’s report as well as the board’s complete proposal as above will be kept available at the company’s offices for at least three weeks before the meeting and sent free of charge to shareholders who have notified that they wish to receive such information from the company. All documents will also be available at the same time on the Company’s website, https://soltechenergy.com/investerare/bolagsstyrning/.
Information on the number of shares and votes and on holdings of own shares
The total number of shares and votes in the company at the time of this notice was 97,140,849. All issued shares have equal voting rights. The company does not hold any own shares.
Majority requirements
Resolutions pursuant to items 16 and 17 above are valid only if they are supported by shareholders with two thirds of both the votes cast and the shares represented at the meeting.
Shareholders’ right to request information
The Board of Directors and the President shall, if any of the shareholders so request and the Board considers that this can be done without significant damage to the company, provide the Annual General Meeting with information on circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the company’s financial situation. The disclosure obligation also refers to the company’s relationship with another group company and the consolidated accounts as well as such matters concerning subsidiaries as are referred to in the first paragraph.
__________________________
The board
