NOTICE TO EXTRAORDINARY GENERAL MEETING OF SOLTECH ENERGY SWEDEN AB (PUBL)
29 augusti, 08:45
29 augusti, 08:45
The shareholders of Soltech Energy Sweden AB (publ), reg. no. 556709-9436, (the “Company”) are hereby invited to the extraordinary general meeting on 30 September 2025 at 09.00 at the Company’s premises at Birger Jarlsgatan 41A in Stockholm. Entry and registration take place from 08.30.
Right to attend the general meeting
Shareholders who wish to attend the extraordinary general meeting shall:
Notice of attendance
Shareholders who wish to attend the general meeting in person or by proxy shall give notice to the Company thereof either by e-mail to info@soltechenergy.com or by post to Soltech Energy Sweden AB (publ), “Extraordinary general meeting”, Birger Jarlsgatan 41A, SE-111 45 Stockholm, Sweden. The notice of attendance shall state the shareholder’s name, personal identification number or corporate registration number, address, telephone number and, where applicable, the number of accompanying advisors (not more than two).
Shareholders who do not wish to participate at the general meeting in person, may exercise their voting rights at the general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.
In order to facilitate the registration at the extraordinary general meeting, powers of attorney, certificates of registration and other documents of authority should be received by the Company at the address Soltech Energy Sweden AB (publ), “Extraordinary general meeting”, Birger Jarlsgatan 41A, SE-111 45 Stockholm, Sweden no later than on 24 September 2025. Please note that notice of attendance at the general meeting must be given even if the shareholder wishes to exercise its voting rights at the general meeting through a proxy. A submitted power of attorney is not considered as a notice of attendance at the general meeting. A template proxy form is available at the Company’s website (www.soltechenergy.com/en/) and will be sent to the shareholders who request it.
Nominee-registered shares
Shareholders whose shares are registered with a bank or other nominee must arrange through the nominee to have the shares temporarily registered in their own name in order to be entitled to participate in the extraordinary general meeting. Such registration (so-called voting rights registration), which normally is processed in a few days, must be completed no later than 24 September 2025 and should therefore be requested from the nominee well before this date. Voting rights registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than 24 September 2025 will be considered in preparations of the share register.
Proposed agenda
Proposals for resolutions
Item 6: Resolution on amendment of the articles of association
The board of directors proposes that the general meeting resolves to amend the Company’s articles of association in accordance with the following:
It is proposed that the share capital in the articles of association be changed from being not less than SEK 9,250,000 and not more than SEK 37,000,000 to being not less than SEK 18,750,000 and not more than SEK 75,000,000, and that the number of shares in the articles of association be changed from being not less than 185,000,000 and not more than 740,000,000 to being not less than 375,000,000 and not more than 1,500,000,000.
§ 4 of the articles of association shall therefore read as follows in English:
“The share capital shall be no less than SEK 18,750,000 and not more than SEK 75,000,000.”
§ 5 of the articles of association shall therefore read as follows in English:
“The number of shares shall be not less than 375,000,000 and not more than 1,500,000,000.”
The resolution shall be conditional upon that the meeting resolves on the rights issue in accordance with item 7 below.
For a valid resolution in accordance with the board of director’s proposal on amendment of the articles of association, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Item 7: Resolution on approval of the board of directors’ resolution on a rights issue of shares
The board of directors has resolved, subject to the subsequent approval of the general meeting, on an issue of new shares with preferential right for existing shareholders (the “Rights Issue”) and proposes that the general meeting resolves to approve the Rights Issue on the following terms.
Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Acts have been prepared.
The issue resolution requires amendment of the articles of association.
The issue resolution is conditional upon that an information document pursuant to annex IX of Regulation (EU) 2017/1129 (the Prospectus Regulation) regarding offer to the public of the new shares is prepared, submitted to the Swedish Financial Supervisory Authority for registration, and published.
The issue resolution shall be conditional upon that the general meeting's resolution is supported (i) by shareholders representing more than half of the votes cast at the meeting and (ii) by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting with disregard to shares held and represented at the meeting by Artim Balance BidCo AB.
Other information on dispensation from launching a mandatory takeover bid and majority requirements
The Company’s largest shareholder, Artim Balance BidCo AB, reg. no. 559458-8914 (“Artim Balance”), whose shareholding in the Company before the Rights Issue corresponds to approximately 30 per cent of the total number of shares and votes in the Company, has undertaken to subscribe for its preferential right in the Rights Issue and has also entered into a guarantee undertaking to subscribe for additional shares in the Rights Issue. If the undertakings were to be fully utilized, Artim Balance's portion of the votes in the Company would increase and thus result in an obligation to launch a mandatory takeover bid for all shares in the Company within four weeks thereafter, according to Rule III.1 of the Swedish Stock Market Self-Regulation Committee’s Takeover Rules for Certain Trading Platforms.
Artim Balance has been granted an exemption from the mandatory bid obligation by the Swedish Securities Council in case its shareholding in the Company would increase as a result of Artim Balance's participation in the Rights Issue. The exemption is conditional upon that (i) the shareholders who are to decide on the Rights Issue are informed of the maximum portion of capital and votes that Artim Balance can obtain by subscribing for shares in excess of its preferential right and that (ii) the general meeting's resolution is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting, disregarding shares held and represented at the meeting by Artim Balance.
The maximum portion of the capital and votes in the Company that Artim Balance may obtain if the undertakings were to be utilized in full is approximately 81.14 per cent (including Artim Balance’s current holdings in the Company), assuming that no other party than Artim Balance subscribes for new shares in the Rights Issue.
Item 8: Resolution on authorisation for the board of directors to issue shares, warrants and/or convertibles
The board of directors proposes that the general meeting resolves to authorise the board of directors to, for the period until the next annual general meeting, on one or more occasions resolve on issue of shares, warrants and/or convertibles, with or without deviation from the shareholders’ preferential rights, to be paid in cash, in kind and/or by way of set-off, whereby the number of shares that may be added though new subscription or conversion may not result in the number of shares exceeding the number permitted by the articles of association.
The main purpose of that the board of directors shall be able to resolve on an issue without preferential rights for shareholders as set out above is to be able to raise new capital to increase the Company’s flexibility and ability to accelerate the development of the Company’s operations or in connection with acquisitions, and to diversify the shareholder base. The issue of new shares, convertibles or warrants pursuant to the authorisation shall be carried out on customary terms and under prevailing market conditions. If the board of directors finds it appropriate, in order to enable the delivery of shares in connection with an issue in accordance with the above, this may be done at a subscription price corresponding to the quota value of the shares. The board of directors, or a person appointed by the board of directors, shall be entitled to make the adjustments that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office.
The resolution shall be conditional upon that the new articles of association in accordance with item 6 above are registered with the Swedish Companies Registration Office. Provided that the authorisation pursuant to the above becomes effective and is registered with the Swedish Companies Registration Office, the authorisation from the extraordinary general meeting on 8 August 2025 shall cease to be effective and is thereby replaced by the authorisation pursuant to the above.
For a valid resolution in accordance with the board of director's proposal on authorisation, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the Company amounts to 188,970,561. The Company does not hold any own shares in treasury.
Shareholders’ right to request information
Shareholders are reminded of their right to request information from the board of directors and the CEO at the extraordinary general meeting in accordance with Chapter 7, Section 32 and Chapter 7, Section 57 of the Swedish Companies Act.
Documents available
Documents that shall be made available prior to the extraordinary general meeting pursuant to the Swedish Companies Act are made available at the Company and on the Company’s website (www.soltechenergy.com). The documents will also be sent to the shareholders who request it and state their postal address. Such a request may be sent to Soltech Energy Sweden AB (publ), Birger Jarlsgatan 41A, SE-111 45 Stockholm, Sweden or by e-mail to info@soltechenergy.com. The proposals in accordance with items 6-8 above are included in the notice in full.
Personal data
For information about how personal data is processed in relation to the meeting, please refer to the Privacy notice available on Euroclear’s website (https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).
______________________________
Stockholm in August 2025
Soltech Energy Sweden AB (publ)
The board of directors
For more information, please contact:
Patrik Hahne, CEO, Soltech Energy Sweden AB
E-mail: patrik.hahne@soltechenergy.com
Phone: +46 73- 518 51 66
Niclas Lundin, CFO, Soltech Energy Sweden AB
E-mail: niclas.lundin@soltechenergy.com
Phone: +46 72- 071 03 09
About Soltech Energy Sweden AB (publ)
Soltech Energy is a full-service provider with market-leading expertise in solar energy, electrical engineering, façades, roofing contracting, charging infrastructure, and advanced energy storage solutions with integrated smart control systems. Soltech Energy Sweden AB (publ) is listed on the Nasdaq First North Growth Market under the ticker symbol SOLT. The Company’s Certified Adviser is DNB Carnegie Investment Bank AB. For more information, visit: https://soltechenergy.com
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NOTICE TO EXTRAORDINARY GENERAL MEETING OF SOLTECH ENERGY SWEDEN AB (PUBL)
29 augusti, 08:45
The shareholders of Soltech Energy Sweden AB (publ), reg. no. 556709-9436, (the “Company”) are hereby invited to the extraordinary general meeting on 30 September 2025 at 09.00 at the Company’s premises at Birger Jarlsgatan 41A in Stockholm. Entry and registration take place from 08.30.
Right to attend the general meeting
Shareholders who wish to attend the extraordinary general meeting shall:
Notice of attendance
Shareholders who wish to attend the general meeting in person or by proxy shall give notice to the Company thereof either by e-mail to info@soltechenergy.com or by post to Soltech Energy Sweden AB (publ), “Extraordinary general meeting”, Birger Jarlsgatan 41A, SE-111 45 Stockholm, Sweden. The notice of attendance shall state the shareholder’s name, personal identification number or corporate registration number, address, telephone number and, where applicable, the number of accompanying advisors (not more than two).
Shareholders who do not wish to participate at the general meeting in person, may exercise their voting rights at the general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.
In order to facilitate the registration at the extraordinary general meeting, powers of attorney, certificates of registration and other documents of authority should be received by the Company at the address Soltech Energy Sweden AB (publ), “Extraordinary general meeting”, Birger Jarlsgatan 41A, SE-111 45 Stockholm, Sweden no later than on 24 September 2025. Please note that notice of attendance at the general meeting must be given even if the shareholder wishes to exercise its voting rights at the general meeting through a proxy. A submitted power of attorney is not considered as a notice of attendance at the general meeting. A template proxy form is available at the Company’s website (www.soltechenergy.com/en/) and will be sent to the shareholders who request it.
Nominee-registered shares
Shareholders whose shares are registered with a bank or other nominee must arrange through the nominee to have the shares temporarily registered in their own name in order to be entitled to participate in the extraordinary general meeting. Such registration (so-called voting rights registration), which normally is processed in a few days, must be completed no later than 24 September 2025 and should therefore be requested from the nominee well before this date. Voting rights registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than 24 September 2025 will be considered in preparations of the share register.
Proposed agenda
Proposals for resolutions
Item 6: Resolution on amendment of the articles of association
The board of directors proposes that the general meeting resolves to amend the Company’s articles of association in accordance with the following:
It is proposed that the share capital in the articles of association be changed from being not less than SEK 9,250,000 and not more than SEK 37,000,000 to being not less than SEK 18,750,000 and not more than SEK 75,000,000, and that the number of shares in the articles of association be changed from being not less than 185,000,000 and not more than 740,000,000 to being not less than 375,000,000 and not more than 1,500,000,000.
§ 4 of the articles of association shall therefore read as follows in English:
“The share capital shall be no less than SEK 18,750,000 and not more than SEK 75,000,000.”
§ 5 of the articles of association shall therefore read as follows in English:
“The number of shares shall be not less than 375,000,000 and not more than 1,500,000,000.”
The resolution shall be conditional upon that the meeting resolves on the rights issue in accordance with item 7 below.
For a valid resolution in accordance with the board of director’s proposal on amendment of the articles of association, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Item 7: Resolution on approval of the board of directors’ resolution on a rights issue of shares
The board of directors has resolved, subject to the subsequent approval of the general meeting, on an issue of new shares with preferential right for existing shareholders (the “Rights Issue”) and proposes that the general meeting resolves to approve the Rights Issue on the following terms.
Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Acts have been prepared.
The issue resolution requires amendment of the articles of association.
The issue resolution is conditional upon that an information document pursuant to annex IX of Regulation (EU) 2017/1129 (the Prospectus Regulation) regarding offer to the public of the new shares is prepared, submitted to the Swedish Financial Supervisory Authority for registration, and published.
The issue resolution shall be conditional upon that the general meeting's resolution is supported (i) by shareholders representing more than half of the votes cast at the meeting and (ii) by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting with disregard to shares held and represented at the meeting by Artim Balance BidCo AB.
Other information on dispensation from launching a mandatory takeover bid and majority requirements
The Company’s largest shareholder, Artim Balance BidCo AB, reg. no. 559458-8914 (“Artim Balance”), whose shareholding in the Company before the Rights Issue corresponds to approximately 30 per cent of the total number of shares and votes in the Company, has undertaken to subscribe for its preferential right in the Rights Issue and has also entered into a guarantee undertaking to subscribe for additional shares in the Rights Issue. If the undertakings were to be fully utilized, Artim Balance's portion of the votes in the Company would increase and thus result in an obligation to launch a mandatory takeover bid for all shares in the Company within four weeks thereafter, according to Rule III.1 of the Swedish Stock Market Self-Regulation Committee’s Takeover Rules for Certain Trading Platforms.
Artim Balance has been granted an exemption from the mandatory bid obligation by the Swedish Securities Council in case its shareholding in the Company would increase as a result of Artim Balance's participation in the Rights Issue. The exemption is conditional upon that (i) the shareholders who are to decide on the Rights Issue are informed of the maximum portion of capital and votes that Artim Balance can obtain by subscribing for shares in excess of its preferential right and that (ii) the general meeting's resolution is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting, disregarding shares held and represented at the meeting by Artim Balance.
The maximum portion of the capital and votes in the Company that Artim Balance may obtain if the undertakings were to be utilized in full is approximately 81.14 per cent (including Artim Balance’s current holdings in the Company), assuming that no other party than Artim Balance subscribes for new shares in the Rights Issue.
Item 8: Resolution on authorisation for the board of directors to issue shares, warrants and/or convertibles
The board of directors proposes that the general meeting resolves to authorise the board of directors to, for the period until the next annual general meeting, on one or more occasions resolve on issue of shares, warrants and/or convertibles, with or without deviation from the shareholders’ preferential rights, to be paid in cash, in kind and/or by way of set-off, whereby the number of shares that may be added though new subscription or conversion may not result in the number of shares exceeding the number permitted by the articles of association.
The main purpose of that the board of directors shall be able to resolve on an issue without preferential rights for shareholders as set out above is to be able to raise new capital to increase the Company’s flexibility and ability to accelerate the development of the Company’s operations or in connection with acquisitions, and to diversify the shareholder base. The issue of new shares, convertibles or warrants pursuant to the authorisation shall be carried out on customary terms and under prevailing market conditions. If the board of directors finds it appropriate, in order to enable the delivery of shares in connection with an issue in accordance with the above, this may be done at a subscription price corresponding to the quota value of the shares. The board of directors, or a person appointed by the board of directors, shall be entitled to make the adjustments that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office.
The resolution shall be conditional upon that the new articles of association in accordance with item 6 above are registered with the Swedish Companies Registration Office. Provided that the authorisation pursuant to the above becomes effective and is registered with the Swedish Companies Registration Office, the authorisation from the extraordinary general meeting on 8 August 2025 shall cease to be effective and is thereby replaced by the authorisation pursuant to the above.
For a valid resolution in accordance with the board of director's proposal on authorisation, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the Company amounts to 188,970,561. The Company does not hold any own shares in treasury.
Shareholders’ right to request information
Shareholders are reminded of their right to request information from the board of directors and the CEO at the extraordinary general meeting in accordance with Chapter 7, Section 32 and Chapter 7, Section 57 of the Swedish Companies Act.
Documents available
Documents that shall be made available prior to the extraordinary general meeting pursuant to the Swedish Companies Act are made available at the Company and on the Company’s website (www.soltechenergy.com). The documents will also be sent to the shareholders who request it and state their postal address. Such a request may be sent to Soltech Energy Sweden AB (publ), Birger Jarlsgatan 41A, SE-111 45 Stockholm, Sweden or by e-mail to info@soltechenergy.com. The proposals in accordance with items 6-8 above are included in the notice in full.
Personal data
For information about how personal data is processed in relation to the meeting, please refer to the Privacy notice available on Euroclear’s website (https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).
______________________________
Stockholm in August 2025
Soltech Energy Sweden AB (publ)
The board of directors
For more information, please contact:
Patrik Hahne, CEO, Soltech Energy Sweden AB
E-mail: patrik.hahne@soltechenergy.com
Phone: +46 73- 518 51 66
Niclas Lundin, CFO, Soltech Energy Sweden AB
E-mail: niclas.lundin@soltechenergy.com
Phone: +46 72- 071 03 09
About Soltech Energy Sweden AB (publ)
Soltech Energy is a full-service provider with market-leading expertise in solar energy, electrical engineering, façades, roofing contracting, charging infrastructure, and advanced energy storage solutions with integrated smart control systems. Soltech Energy Sweden AB (publ) is listed on the Nasdaq First North Growth Market under the ticker symbol SOLT. The Company’s Certified Adviser is DNB Carnegie Investment Bank AB. For more information, visit: https://soltechenergy.com
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NOTICE TO EXTRAORDINARY GENERAL MEETING OF SOLTECH ENERGY SWEDEN AB (PUBL)
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