Notice of Annual General Meeting in Advanced Soltech Sweden AB (publ)

Advanced Soltech Sweden AB (publ), Reg. No. 55956-8878, (the “Company”) gives notice of the Annual General Meeting to be held on Thursday 19 May 2022 at 17.00 at Scandic Anglais, Humlegårdsgatan 23, 102 44 Stockholm. Registration starts at 16.30.

Right to participate in the Annual General Meeting and notice of participation

Participation in the Annual General Meeting at the venue

Shareholders who wish to participate in the Annual General Meeting at the venue in person or represented by proxy must:

  1. be recorded in the share register maintained by Euroclear Sweden AB no later than Wednesday 11 May 2022 (for nominee-registered shares, please see “Nominee-registered shares” below), and
  2. no later than Friday 13 May 2022 give notice by post to Advanced Soltech Sweden AB (publ), Årsstämma, Box 3083, 103 61 Stockholm or by email to stamma@advancedsoltech.com. In the notice, the shareholder shall state its name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants).

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company’s website, www.advancedsoltech.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration of equivalent certificate of authority should be sent to the Company as set out above so that is received no later than 13 May 2022.

Participation by advance voting

A shareholder who wishes to participate in the Annual General Meeting by advance voting must

  1. be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on 11 May 2022; and
  2. notify its intention to participate in the Annual General Meeting by casting its advance note in accordance with the instructions below so the advance vote is received by the Company no later than Friday 13 May 2022.

A shareholder who wished to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used for advance voting. The advance voting form is available on the Company’s website www.advancedsoltech.com. A complete and signed form may be submitted by post to Advanced Soltech Sweden AB (publ), Årsstämma, Box 3083, 103 61 Stockholm or by e-mail to stamma@advancedsoltech.com. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes in advance by proxy, a written and dated proxy shall be enclosed to the advance voting form. Proxy forms are available on the Company’s website, www.advancedsoltech.com. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Annual General Meeting or otherwise withdraw its casted advance vote. If the shareholder chooses to participate in a voting at the Annual General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.

Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 11 May 2022. Such registration may be temporary (so—called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee no later than Friday 13 May 2022 are taken into account when preparing the register of shareholders.

Proposed agenda

  1. Opening of the Annual General Meeting
  2. Election of the chairman of the Annual General Meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons who shall approve the minutes
  6. Determination of whether the Annual General meeting has been duly convened
  7. Presentation by the CEO
  8. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements
  9. Resolution regarding:
    1. adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
    2. allocation of the Company’s result pursuant to the adopted balance sheet
    3. discharge from liability of the board members and the chief executive officer
  10. Determination of the number of board members and number of auditors
  11. Determination of the fees to the board of directors
  12. Determination of the fees to the auditors
  13. Election of the board members
  14. Election of the chairman of the board of directors
  15. Election of the auditor
  16. Resolution regarding change of the articles of association
  17. Resolution regarding authorization for the board of directors to resolve to issue new shares, warrants and/or convertibles
  18. Closing of the Annual General Meeting

Proposed resolutions

Item 2 – Election of chairman of the Annual General Meeting
The nomination committee proposes that Frederic Telander is elected as chairman of the Annual General Meeting.

Item 5 – Election of one or two persons who shall approve the minutes
The nomination committee proposes Stefan Ölander to approve the minutes.

Item 9 (ii) – Allocation of the Company’s result
The board of directors proposes that no dividend shall be paid to the shareholders, and that the amount available to the Annual General Meeting shall be transferred to a new account.

Item 10 – Determination of the number of board members and number of auditors
The nomination committee proposes that the number of board members should be six (6) without any deputy board members, and that the number of auditors should be one (1) without any deputy auditors.

Items 11–12 – Determination of the fees to the board of directors and the fees to the auditor
The nomination committee proposes that the fees to the chairman of the board of directors shall be SEK 400,000 and that the fee to the board of directors shall be SEK 200,000 to each of the other board members. However, board of directors who is reimbursed by the Company due to employment, either in the Company or any of its subsidiaries, shall not receive a fee.

The nomination committee proposes that fees for the auditor shall be in accordance with the approved accounts.

Items 13-14 – Election of the board members and the chairman of the board of directors
The nomination committee proposes re-election of the board of directors Frederic Telander, Stefan Ölander, Ben Wu, Gang Bao, Vivianne Holm and Patrick de Muynck. Presentation of the persons proposed is available on the Company’s website.

The nomination committee proposes to re-elect Frederic Telander as chairman of the board of directors.

Item 15 – Election of the auditor
The nomination committee proposes that EY is elected as the Company’s auditor for the period up until the end of the next Annual General Meeting. EY has informed that Andreas Rodéhn is intended to be appointed as responsible auditor.

Item 16 – Resolution regarding change of the articles of association
The board of director propose that the Annual General Meeting resolve to change the articles of association. It is proposed that the company name is changed from Advanced Soltech Sweden AB (publ) to Gigasun AB (publ), in order to eliminate the risk for confusion with Soltech Energy Sweden AB (publ). The board of directors proposes the following:

  • The company name changes from Advanced Soltech Sweden AB (publ) (§ 1 in the Articles of Association) to Gigasun AB (publ)

It is proposed that the resolution is implemented after 27 June 2022 provided that no objections is received against the trademark registration of Gigasun. In case objects are received before 27 June 2022, the change of the Articles of Association shall be executed at a later stage when the trademark registration of Gigasun is approved by the European Union Intellectual Property Office.

Item 17 – Resolution regarding authorization for the board of directors to resolve to issue new shares
It was resolved to propose that the Annual General Meeting authorize the board of directors, for the period up to the next annual general meeting, whether on one or several occasions and whether with or without pre-emption rights for the shareholders, to resolve on issue of shares, warrants and/or convertibles. Such new issue resolutions may include provisions on payment in cash and/or on payment by way of contribution of non-cash consideration or by set-off of a claim or that allow subscription to be made under other conditions. The total number of shares which may be issued based on the authorisation may correspond in total to the maximum limit for the number of shares stipulated in the articles of association that apply at the time when the authorisation is used for the first time.

Special majority requirements
A resolution in accordance with the board of director’s proposal in items 16 and 17 shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.

Shareholders’ right to request information
The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Number of shares and votes
The total number of shares and votes in the Company at the time of this notice is 38,747,539. All issued shares have equal voting rights. The Company does not hold any own shares.

Documentation
The annual report and all other documentation for resolutions are held available at the Company’s office at Norrlandsgatan 22 in Stockholm, Sweden, and at www.advancedsoltech.com no later than three weeks before the Meeting. Copies of the documents will be sent to shareholders who so request and who inform the Company of their postal address.

Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.