The shareholders of SaltX Technology Holding AB (publ) with corp. ID. 556917-6596 ("SaltX" or "Company"), hereby calls for an extra general meeting on Monday, October 30, 2017 at 1:30 pm at the Company's premises at Västertorpsvägen 135, 129 44 Hägersten.
Notification and registration
To attend the general meeting, shareholders shall be entered in the register of shareholders held by Euroclear Sweden AB on October 24, 2017. Shareholders who have their shares in custody must temporarily register their shares in their own name with Euroclear Sweden AB. Such re-registration must be executed on October 24, 2017. Shareholders should therefore request re-registration of the shares in good time before this date with the trustee.
In addition, shareholders wishing to attend the general meeting must report this to the Company by October 24, 2017. Participation notice:
• by post: SaltX Technology Holding AB (publ), Västertorpsvägen 135, 129 44 Hägersten,
• by phone: 08-794 03 70, or
• by e-mail: firstname.lastname@example.org
In the notification, name, person or organization number, postal address, telephone daytime and shareholding, as well as information about potential agents or assistants shall appear. Shareholders or its representatives may not exceed 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 AGM, 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 submitted to the Company at the above address no later than October 24, 2017.
Proxy forms are available on the Company’s website, www.saltxtechnology.com.
- Opening of the meeting;
- Election of Chairman of the general meeting;
- Establishment and approval of voting rights;
- Choice of one or two adjudicators;
- Examination of whether the general meeting has been convened;
- Approval of agenda;
- Merger decision;
- Meeting closing.
Proposition for resolution
Item 2 – Election of Chairman
It is proposed that Åke Sund be elected chairman of the general meeting.
Item 7 – Merger decision
In order to implement the proposed merger between SaltX and SunCool AB (“SunCool”), the Board proposes that the general meeting resolves to merge and approve the merger plan and issue the merger consideration.
The merger plan is dated September 18, 2017 and is jointly prepared by the respective Board. A decision to authorize the merger plan is expected to be registered by the Swedish Companies Registration Office during the first quarter of 2018. With the registration, SunCool will be dissolved.
According to the merger plan, the merger will be implemented by SaltX taking over all of SunCool’s assets and liabilities without SunCool entering into liquidation. The merger compensation to the shareholders of SunCool shall be paid exclusively in the form of a maximum of 733,193 new shares of Series B in SaltX. The exchange ratio is 3,500: 1, so that 3,500 shares in SunCool entitle you to 1 share in SaltX. The issue will increase the share capital by no more than SEK 58,655.44. The right to receive the newly issued shares is, with the above mentioned exchange relation, the holders of SunCool shares the day for the Swedish Companies Registration Office’s registration of the merger. The newly issued shares entitle you to a dividend payment in SaltX from the date of the shares being recorded in SaltX’s record of reconciliation, brought by Euroclear Sweden AB.
In the event that a shareholder in SunCool cannot obtain an even number of newly issued shares in SaltX, Skirner AB, organization number 556563-6940, for the benefit of SaltX, has guaranteed to transfer its own shares to such shareholders free of charge to enable the value of all shares in SunCool to be used. For this equalization upwards, no compensation will be paid to Skirner AB.
The merger consideration is based on valuations of the shares in SaltX and SunCool. As a basis for the number of shares in SaltX offered to owners in SunCool, a market valuation of SaltX and SunCool has been carried out by the Boards of the companies. The Boards have allowed an independent third party to review the valuation and the independent third party considers that the valuation is financially reasonable. SunCool has thus been valued at approximately SEK 24 million.
Payment of the merger payment will take place within five banking days after the Swedish Companies Registration Office has registered the merger. In this connection, the shares in SunCool will be shredded.
SaltX will bear all costs associated with the merger.
The merger plan with the attached documents is also provided as below.
The number of shares and votes in the Company
At the time of issue of this call, the total number of shares in the Company, as well as the total number of votes, amounts to 54,679,412.
In accordance with the Companies Act, Chapter 7, Section 32, the Board of Directors and the President, if any shareholder requests it and the Board of Directors believes that it can be done without material damage to the Company, provide information about circumstances that may affect the assessment of a matter on the agenda at the general meeting.
The resolution of the GM in accordance with the Board’s proposal for merger through absorption of SunCool, in accordance with paragraph 7, requires that the resolution be supported by at least two thirds of both the votes cast and the shares represented at the meeting.
The merger plan with accompanying documents, annual reports for the last three financial years and the half-yearly report of SaltX and annual reports for the last three financial years and the financial statement of SunCool will be available at the SaltX website at www.saltxtechnology.com no later than one month before the meeting. to shareholders who request it and provide their postal address.
Stockholm in September 2017
SaltX Technology Holding AB (publ)
Board of Directors
N.B. The English text is an unofficial translation. In case of any discrepancy between the English and Swedish language versions of this notice, the Swedish language version shall prevail.