Shareholders who wish to participate in the general meeting will, in part, be noted in the shareholder’s register administrated by Euroclear Sweden AB no later than 14 December 2017 (for nominee registered shareholders, also see the below paragraph: ”Nominee registered shares”), and, in part, they must notify the Company no later than Monday, 18 December 2017 by means of conventional post addressed to SolTech Energy Sweden AB, Mekanikervägen 12, 146 33 Tullinge, or alternatively, via fax 08-441 88 41 or email firstname.lastname@example.org. In this notification, shareholders shall provide their name and personal identification number, or the relevant trustee’s name and organization number. In addition, the address, telephone number, total number of shares held and probable number of people attending (max two) shall also be furnished.
Shareholders who have their stock nominee-registered through a bank or other trustee must, in order to participate in the general meeting of shareholders, request that their shares be temporarily registered in their own name in the shareholder’s register with Euroclear Sweden AB. Shareholders wishing such re-registration must inform their trustee of this in good time before 14 December 2017, as this change of registration must be carried out by this date at the latest.
Agents, representatives and so forth
Shareholders may designate one or several agents. Shareholders who are represented by an agent shall complete a written and dated full power of attorney for said agent. The power of attorney shall be in effect no more than one year from the date it was granted, unless a longer period, not to exceed five years, is otherwise specified. Power of attorney granted to a certified legal counselor shall be accompanied by appropriate documentation (registration proof or equivalent substantiation). The original Power of Attorney document, along with other possibly required authorization documentation, should be sent – in good time prior to the general shareholders meeting – to SolTech Energy Sweden AB (publ.), Mekanikervägen 12, 146 33, Tullinge. Formulation of the power of attorney is accessible on the Company’s website, www.soltechenergy.com.
- Opening of the general meeting
- Selection of the chairman at the general meeting
- Establish and approve the voting list
- Approval of the meeting’s agenda
- Selection of one or two recorders of the minutes
- Authenticate as to whether the general meeting was properly called
- Decide on acceptance of new articles of incorporation
- Decide confirmation of current general new share issue authorization
- Decide specific new share issue authorization with respect to oversubscription option/warrant allocations
- Close the general shareholders meeting
Background to holding the extraordinary general meeting
In as much as the planned preferential rights new share issue, duly published in a press release on 17 November 2017, essentially makes use of the current general authorization for a new share issue established at the 2017 annual general shareholders meeting, at the same time as the Company’s articles of incorporation are being changed, as detailed below; in effect conceding an expanded general new share issue authorization, the board of governors proposes the following:
Proposed decision points
Point 2 – Selection of chairman for the general meeting
Shareholders representing 9.88 percent of the votes propose that Göran Starkebo be chosen as chairman for the general meeting.
Point 7 – Decision re: Adoption of new articles of incorporation
The board of governors proposes that the general meeting decides on changes in the company’s articles of incorporation, by reason of the board having decided, on 16 November 2017, to authorize a preferential rights new share issue and possible over-subscription option allocations, as follows:
- The boundaries for the Company’s capital stock ( 4 in the articles of incorporation) are changed from lowest 500,000 SEK and highest 2,000,000 SEK, to lowest 750,000 SEK and highest 3,000,000 SEK.
- The boundaries for the Company’s total number of shares ( 5 in the articles of incorporation) are changed from lowest 10,000,000 and highest 40,000,000 shares, to lowest 15,000,000 and highest 60,000,000 shares.
Point 8 – Decision re: Confirmation of the current general authorization for a new share issue. As the planned preferential-rights new share issue decidedly makes use of the current general authorization granted at this year’s annual general shareholders meeting, simultaneous with changes being made in the company’s articles of incorporation as described in the previously presented decision point, an expanded general authorization can be denoted. Therefore, the board of governors proposes that the general meeting confirm the current general authorization for a new issue, as follows:
The current general authorization for a new share issue shall remain in force until next year’s annual shareholders meeting, also meaning said authorization will continue to apply after the articles of incorporation’s capital boundaries have been changed in line with the previously-presented decision point; which is to say, within the framework the articles of incorporation can allow after the raised capital boundaries.
Point 9 – Decision re: New share issue authorization specific to over-subscription allotment options
The board of governors proposes that the general meeting give the board a specific new share issue authorization in connection with the planned preferential-rights new share issue that was decided under the current general authorization. This specific authorization will apply separate and apart from the general new share issue authorization, as follows: In the event of strong interest in the preferential rights new share issue, the board of governors shall have the right to allocate shares in a separately directed new share issue. The total sum of additional new shares realized through such a separately directed new share issue, following the completion of over-subscription allotments, shall, at the highest, amount to 2,976,190 new shares. The subscription price for these shares shall be at the same or a higher price than the shares in the preferential-rights new share issue, where allocations shall only be made to such professional and institutional investors or existing shareholders who have subscribed without preferential rights in the preferential-rights new share issue but have not received an allotment. Existing shareholders shall thereby have preference.
Decisions according to points 7, 8, and 9 are in force only if they are supported by the shareholders with at least two-thirds in both distinct votes made at the general meeting by those who represent the shares.
Access to the course of actions
Actions relating to the general shareholders meeting and the Board of Governor’s complete decisions and proposals, as well as other actions taken before the general shareholders meeting, will be, as of 6 December 2017, made available at the Company (address and telephone as indicated above), and via the Company’s website www.soltechenergy.com. Said actions will be sent, cost-free, to shareholders who request them.
Stockholm, November 2017
SolTech Energy Sweden AB (publ.)
Board of Governors
For more information, please contact: Frederic Telander, CEO SolTech Energy. Tel: 08-441 88 46, email: email@example.com
The information contained in this press release conforms to that which SolTech Energy Sweden AB (publ.) is required to make public according to the EU’s regulation.596/2014 concerning securities market abuse. Said information is furnished, via the above-cited contact person’s authorization, for publication on 21 November 2017, 07:00 CET.
SolTech Energy in brief
SolTech Energy develops and sells building-integrated solar energy products for all forms of building structures – commercial, public and residential. The products are a part of a building’s outer shell, as a roof, wall or window, containing semi-transparent solar cells for the production of electricity that simultaneously shade out solar heat. Soltech Energy Sweden AB (publ.) is traded on First North at Nasdaq Stockholm, under the symbol “SOLT” with over 12,000 shareholders. Also included in the concern are its jointly owned (51%) subsidiaries ASAB in Sweden and ASRE in China, as well as its wholly owned subsidiary Wasa Rör T Mickelsson AB. The company’s Certified Advisor is G&W Fondkommission (securities broker). For more information see: www.soltechenergy.com.
Investment in China
SolTech’s investment in China is carried out by a jointly owned company, Advanced SolTech Renewable Energy (Hangzhou) Co. Ltd (ASRE), where SolTech owns 51 percent and Advanced Solar Power Hangzhou Inc. (ASP) owns 49 percent. The business model consists of having ASRE finance, install, own, and periodically service solar energy installations mounted on the roofs of customer-owned facilities. The customer does not pay for the installed solar energy unit, but instead undersigns a long-term, 20-25 year contract to buy all the electricity and/or thermal heat the relevant unit produces. ASRE’s current income comes from the sale of electricity to customers, along with various forms of subsidies per produced kWh. Focus is now concentrated on building a backlog of orders for 2017 and beyond, with the goal of obtaining an installed capacity of 605 MW (megawatts) by the close of 2021, which in 2022 will be set into full operation, generating current annual sales amounting to approximately 1 billion SEK (103 MEUR).