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Articles of Association

Articles of Association

adopted at the Annual General Meeting on 25 April 2023

 

  • 1 Company name

The company’s name is SaltX Technology Holding AB (publ). 

  • 2 Registered office

The Board of Directors shall have its registered office in Stockholm municipality.

  • 3 Operations

The company shall, directly or through wholly or partly owned subsidiaries, develop, manufacture and market systems for energy storage and electrification of industrial processes, and conduct other operations compatible therewith.

  • 4 Share capital

The share capital shall amount to a minimum of SEK 7,000,000 and a maximum of SEK 28,000,000.

  • 5 The number of shares and share classes

Shares can be issued in two series, Class A and Class B. The total minimum number of shares shall be 87,500,000 and the total maximum number of shares shall be 350,000,000. A maximum of 10,000 Class A shares and a maximum of 350,000,000 Class B shares may be issued.

At general meetings, Class A shares entitle to ten votes each and Class B shares entitle to one vote each. Otherwise, Class A shares and Class B shares shall convey the same right to a share in the company’s assets and profits.

 If the company decides to issue new Class A and Class B shares through a cash issue or set-off issue, the owners of shares of Class A and Class B shall have preferential right to subscribe for new shares of the same class in relation to the number of shares previously held by the holder (primary preferential right). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If not so offered shares are sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares they previously owned and, to the extent that this cannot be done, by lottery.

If the company decides to issue shares of only Class A or Class B through a cash issue or set-off issue, all shareholders, regardless of whether their shares are of Class A or Class B, shall have the right to subscribe for new shares in relation to the number of shares they previously owned and, insofar as this cannot be done, by lottery.

If the company decides to issue warrants or convertibles through a cash issue or set-off issue, the shareholders have preferential rights to subscribe for warrants as if the issue was in respect of shares that may be subscribed for under the warrants, and preferential rights to subscribe for convertibles as if the issue was in respect of the shares that the convertibles may be exchanged against.

What has been stated above shall not limit the possibility of deciding on a cash issue or a set-off issue with deviation from the shareholders’ preferential rights.

When increasing the share capital through a bonus issue, new shares shall be issued of each class of shares in proportion to the number of existing shares of the same class. In doing so, old shares of a certain type of share shall carry the right to new shares of the same class.

What has been said should not entail any restriction in the possibility of issuing shares of a new class through a bonus issue, after necessary amendment of the articles of association.

 

  • 6 Conversion of shares

Holders of Class A shares shall have the right to convert them to Class B shares.

  • 7 Board of Directors

The Board shall consist of a minimum of 3 and a maximum of 8 members without deputies.

  • 8 Auditors

The company shall have one to two auditors with or without deputy auditors or a registered accounting firm.

  • 9 Notice

Notice of general meetings shall be made by advertising in the Official Swedish Gazette (Sw. Post and Inrikes Tidningar) and on the company’s website, as well as by announcement in Svenska Dagbladet that notice has been given.

Notice of the Annual General Meeting and the Extraordinary General Meeting where the issue of amendment of the Articles of Association is to be dealt with shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of other Extraordinary General Meeting shall be issued no earlier than six weeks and no later than two weeks before the meeting.

In order to participate in a general meeting, shareholders must notify the company of his/her attendance and the number of any assistants to the company no later than the date stated in the notice of the general meeting. Such day may not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the general meeting.

Shareholders may bring one or two assistants at the general meeting, however, only if the shareholder has notified this in accordance with the previous paragraph.

  • 10 Matters at the Annual General Meeting

The Annual General Meeting shall be held within six months after the end of the financial year.

The following issues shall be addressed at the Annual General Meeting:

1) Election of Chairman of the Meeting.

2) Preparation and approval of the voting list.

3) Election of one or two persons to verify the minutes.

4) Determination of whether the meeting has been duly convened.

5) Approval of the agenda.

6) Presentation of the annual report and auditor’s report and, where applicable, consolidated accounts and consolidated auditors’ report.

7) Decision on:

  1. Adoption of income statement and balance sheet and, where applicable, consolidated income statement and consolidated balance sheet,
  2. Appropriation of the company’s profit or loss in accordance with the adopted balance sheet, and discharge from liability to the members of the Board of Directors and the CEO.

8) Determination of fees to the Board and the auditors.

9) Election of board members and, where applicable, of auditors.

10) Other business which rests upon the AGM in accordance with the Swedish Companies Act (2005: 551) or the Articles of Association.

  • 11 Financial year

The company’s fiscal year shall be January 1 – December 31 (calendar year).

  • 12 Central securities depository clause

The company’s shares shall be registered in a central securities depositary register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).