Notice of Annual General Meeting in Advanced Soltech Sweden AB (publ).
Advanced Soltech Sweden AB (publ), Reg. No. 559056-8878, (the “Company”) gives notice of the Annual General Meeting to be held on Thursday June 29, 2023 at 17.00 at Elite Hotel Stockholm Plaza, Birger Jarlsgatan 29. 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:
- be recorded in the share register maintained by Euroclear Sweden AB no later than Tuesday 20 June 2023 (for nominee-registered shares, please see “Nominee-registered shares” below), and
- no later than Thursday 22 June 2023 give notice by post to Advanced Soltech Sweden AB (publ), Årsstämma, Box 3083, 103 61 Stockholm or by email to email@example.com. In the notice, the shareholder shall state its name, personal identification number 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 22 June 2023.
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 20 June 2023. 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 Thursday 22 June 2023 are taken into account when preparing the register of shareholders.
- Opening of the Annual General Meeting
- Election of the chairman of the Annual General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination of whether the Annual General meeting has been duly convened
- Presentation by the CEO
- Presentation of the annual report and the auditor’s report as well as the consolidated accounts and the consolidated auditor’s report
- Resolution regarding:
- adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
- allocation of the Company’s result pursuant to the adopted balance sheet
- discharge from liability of the board members and the chief executive officer
- Determination of the number of board members and number of auditors
- Determination of the fees to the board of directors
- Determination of the fees to the auditors
- Election of the board members
- Election of the chairman of the board of directors
- Election of the auditor
- Resolution to amend the articles of association
- Resolution regarding authorization for the board of directors to resolve to issue new shares, warrants and convertibles
- Closing of the Annual General Meeting
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 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 to re-elect Ernest & Young AB as the Company’s auditor with Anders Rodéhn as the responsible auditor.
Item 16 – Resolution regarding change of the articles of association
The board of directors proposes 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 the Company has refinanced the bonds SOLT 2, 3, 4 and 5, or the time when the board finds it appropriate.
Item 17 – Resolution regarding authorization for the board of directors to resolve to issue new shares, warrants and convertibles
The board of directors proposes that the Annual General Meeting resolves to authorize the board of directors to, until the next annual general meeting, on one or several occasions with or without pre-emption rights for the shareholders, resolve on issue of new shares and/or issue of warrants and/or convertibles. The share, convertibles and/or warrants may be subscribed for with payment in cash or against payment by set-off, by contribution in kind, or otherwise with conditions. The authorization is limited to the number of shares in connection with a new issue or issue of warrants and convertibles, the number or warrants and convertible debentures that may involve the issue or conversion into the corresponding number of shares, counted at the time of issue of such warrants or convertibles, which is contained within the provision of the Articles of Association regarding the number of shares.
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 Annual General 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 39 640 390. All issued shares have equal voting rights. The Company does not hold any own shares.
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.
Stockholm, May 2023
Advanced Soltech Sweden AB (publ)
The board of directors