Notice of Annual General Meeting of Soltech Energy Sweden AB (publ)
The shareholders of Soltech Energy Sweden AB (publ), org.no. 556709-9436, ("The Company") is hereby called to the Annual General Meeting on Wednesday, June 24, 2020 at 5 pm.
The venue for the meeting is: Hotel BirgerJarl, Tulegatan 8, Stockholm
Registration starts at 16:30
Right to participate and register
Shareholders who wish to attend the AGM shall
• be entered in the share register kept by Euroclear Sweden AB no later than Wednesday, June 17, 2020 (for nominee-registered shares, see also "Nominee-registered shares" below), and
• Register to the Company no later than Wednesday, June 17, 2020, under address Soltech Energy Sweden AB (publ). Annual General Meeting, Tegnérgatan 1, 111 40 Stockholm or via e-mail to email@example.com. In the notification, shareholders must state their name and social security number or company and organizational number. In addition, the address, telephone number, shareholding and the number of possible assistants (maximum one) must be stated.
• To prepare the opportunity to vote at the AGM and at the same time hold larger gatherings in the tracks of Covid-19, shareholders are encouraged to vote by proxy or by postal vote. Materials for voting by proxy or postal voting can be found at www.soltechenergy.com. Postal voting must be done either to Soltech Energy Sweden AB (publ). Annual General Meeting, Tegnérgatan 1, 111 40 Stockholm or via e-mail to firstname.lastname@example.org. The last day for postal voting is June 17, 2020.
Shareholders whose shares are nominee-registered through a bank or other nominee must, in order to participate in the AGM, request to be temporarily registered for the shares in their own name in the share register with Euroclear Sweden AB. Shareholders desiring such registration must notify their nominee well in advance of Wednesday, June 17, 2020, when such registration must be finalized.
Attendance at the AGM
In the light of the risk of spreading coronavirus and the authorities' regulations / advice on avoiding larger gatherings, the Board wishes to emphasize the importance of pre-registration. Only pre- registered shareholders will be granted access to the AGM to enable the Board to adapt the premises in the best possible way.
Shareholders may appoint one or more representatives. Shareholders represented by proxy must issue written and updated proxy for the proxy. The authorization is valid for a maximum of one year from the date of issue, unless the authorization specifically specifies a longer period of validity, but no longer than five years from the issue. A power of attorney issued by a legal person must be enclosed with authorization documents (registration certificate or equivalent). The proxy in original and any authorization documents should be submitted to Soltech Energy Sweden AB well in advance of the Annual General Meeting, but no later than June 17, 2020, Annual General Meeting, Tegnérgatan 1, 111 40 Stockholm. A proxy form is available on the company's website, www.soltechenergy.com
Opening of the Meeting
Election of Chairman of the Meeting
Establishment and approval of voting length
Approval of the agenda
Selection of one or two protocol adjusters
Examination of whether the meeting has been duly convened
Speech by the CEO
Presentation of the annual report and the auditor's report, as well as the consolidated accounts
and consolidated auditors' report for the financial year 2019.
Determination of income statement and balance sheet as well as consolidated income statement and consolidated balance sheet.
Allocations regarding the Company's earnings according to the adopted balance sheet,
Discharge for the members of the Board of Directors and the CEO.
10. Determination of the number of board members 11. Determination of Board fees
12. Determination of auditor's fees 13. Election of Board of Directors
14. Election of Chairman of the Board 15. Election of auditor
16. Resolution on authorization for the Board to issue shares, warrants and convertibles. 17. Any other decisions, if any
18. Closing of the Meeting
Proposition for resolution
Item 2 – Election of Chairman of the Meeting
Shareholders representing 7.36 percent of the votes suggest that Göran Starkebo be elected chairman at the meeting.
Item 9 (ii) – Allocation of the Company's earnings
The Board of Directors and the Managing Director propose that no dividend be paid to the shareholders, and that any amounts available to the Meeting are transferred in new account.
Item 10 – Determination of the number of board members
Shareholders representing 7.36 per cent of the votes suggest that the board should consist of five members without deputies.
Items 11-12 – Determination of Board fees and auditor fees
Shareholders representing 7.36 percent of the votes in the Company propose that board fees of
SEK 300,000 should be paid to the chairman of the board and that board fees of SEK 150,000 be paid to each of the other members of the board. However, a board member who is replaced by the Company due to employment shall not receive any fees, either in the parent company or in the subsidiary.
It is proposed to the auditor that fees be paid in accordance with approved invoice.
Item 13-14 – Election of Board of Directors and Chairman of the Board
Shareholders representing 7.36 per cent of the votes in the Company propose the re-election of ordinary board members Ninna Engberg, Göran Starkebo, Frederic Telander and Stefan Ölander and new election of Anna Kinberg Batra.
Shareholders representing 7.36 percent of the votes in the Company propose that Anna Kinberg Batra be appointed Chairman of the Board for the period until the end of the next Annual General Meeting.
Item 15 – Election of auditor
The Board of Directors proposes that the Annual General Meeting, for the time until the end of the next Annual General Meeting, re-elect Pricewaterhousecoopers i Sverige AB (PWC) as the Company's auditor. PWC has announced that, in the event that PWC is elected, PWC will appoint Claes Sjödin as Chief Auditor.
Item 16 – Resolution on authorization for the Board to decide on the issue of new shares and the issue of warrants and convertibles.
The Board of Directors proposes that the Annual General Meeting make a decision to authorize the Board to make decisions on the issue of shares and / or issue of convertibles and / or warrants until the next AGM, on one or more occasions, even with deviations from the shareholders' preferential rights. The shares, convertibles and / or warrants may be subscribed for in cash payment or against payment by way of set-off, by the addition of in kind, or otherwise with conditions. The authorization is limited to the number of shares on the issue or issue of warrants and convertibles, the number of warrants and convertible debentures that may entail the issue or conversion to the corresponding number of shares, calculated at the time of issue of such warrants or convertibles, which are contained in the articles of association. on the number of shares.
Item 18 – Closing of the Meeting
Provision of documents
The annual report documents and the auditor's report as well as the full proposal of the Board of Directors as above will be made available at the Company's office for at least three weeks before the meeting and will be sent free of charge to the shareholders who have stated that they wish to receive such information from the Company. All documents will also be available simultaneously on the Company's website, www.soltechenergy.com.
Information on the number of shares and votes and on the holding of own shares
The total number of shares and votes in the company at the time of issuing this notice was 55 135 956. All issued shares have equal voting rights. The company does not hold any own shares.
A resolution according to paragraph 16 above is valid only if it has been 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 Managing Director shall, if any of the shareholders so request and the Board of Directors considers that it can be done without material harm to the Company, provide information at the Annual General Meeting on matters that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the company's financial situation. The duty to disclose also relates to the company's relationship with other group companies and the consolidated accounts, as well as conditions concerning subsidiaries referred to in the first paragraph.
Stockholm in May 2020
Soltech Energy Sweden AB (publ) Board of Directors