CROWN ENERGY AB At the annual general meeting of
The shareholders of the Company are therefore hereby invited to a continued general meeting to be held on Monday
Registration and notification
Shareholders who wish to attend the Meeting must:
i. on the record day, which is Friday
ii. notify the Company of their, and any advisors (maximum two) participation at the Meeting no later than on Tuesday
The proposed agenda for the continued general meeting
1. Opening of the continued general meeting and election of chairman of the continued general meeting.
2. Appointment of keeper of the minutes.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to certify the minutes.
6. Determination of whether the continued general meeting has been duly convened.
7. Resolutions regarding:
a. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
b. allocation of the Company’s profit or loss according to the adopted balance sheet; and
c. discharge from liability for the board members and the managing director.
8. Closing of the continued general meeting.
The proposed agenda for the extraordinary general meeting
1. Opening of the extraordinary general meeting and election of chairman of the extraordinary general meeting.
2. Appointment of keeper of the minutes.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to certify the minutes.
6. Determination of whether the extraordinary general meeting has been duly convened.
7. Election of a new board member.
8. Decision on the transferal and issuance of shares in the subsidiary SmarTee S.a.r.l. (“SmarTee”)
9. Resolution on an LTIP program in SmarTee, including an issue of new shares in SmarTee to key persons
10. Closing of the extraordinary general meeting.
Proposal for resolutions
Continued general meeting
Item 7.b): Resolution regarding allocation of the Company’s profit or loss according to the adopted balance sheet
The board of directors proposes that all funds available to the Company shall be carried forward.
Extraordinary general meeting
Item 7: Election of a new board member
It is proposed that, in addition to the board members elected at the annual general meeting,
Fanny Wallér is a Senior Advisor and Board Professional specialized in marketing and sustainability. She has several years of experience of board work in both listed and privately owned companies and is presently a board member in four companies in different industries. She has a background as Director of Communications, Marketing and Sustainability in a variety of Swedish large corporations.
Fanny holds a bachelor’s degree from
Item 8: Decision on the transferal and issuance of shares in the subsidiary SmarTee
On
On
In accordance with the agreement, among other, the following transactions will take place:
1.
2. As per the original purchase agreement of
3. Proger historically provided 300
Following the above transactions
compared to 85% before.
The CEO of Proger and the founders, or the company that they together establish for the purpose of the transactions, is owned or represented by persons that are employees and have managerial positions in the SmarTee group of companies. As such they are persons that are subject to the provisions of the 16
The transferal of shares in SmarTee under point 1 and the issuance of shares under point 2 and 3 require, in accordance with the 16
The board of directors at
A decision in accordance with the above is only valid if it is supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the extraordinary general meeting.
The board of directors of the Company has proposed that the extraordinary general meeting resolves upon the implementation of an LTIP program in the Company’s Luxembourg subsidiary SmarTee, initially directed to key persons engaged in the SmarTee group. The reason for the LTIP program is to allow key persons in SmarTee (or its subsidiaries) to take part in the positive development of SmarTee, which is deemed to increase the possibility of attracting and retaining people with the desired knowledge and experience. It is the board of directors’ view that such an LTIP program is customary in the markets in which SmarTee, through AccYouRate, operates, and therefore essential in order to retain skilled and valuable people.
The proposed LTIP program entails that an equity pool corresponding to 6 per cent of the shares in SmarTee (post-granting) is created through a new issue of shares in the subsidiary. The new shares are proposed to be issued at their quotient value, primarily to Dr.
The program will not include any shares or other equity instruments in
The board of directors has against this background proposed that the extraordinary general meeting approves that SmarTee decides upon a directed share issue as set out above.
A decision in accordance with the above is only valid if it is supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the extraordinary general meeting.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice amount to 477,315,350 The Company does not hold any own shares.
Processing of personal data
For information on how personal data is processed, see the privacy notice available on Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Majority requirements
A decision in accordance with items 8 and 9 above pertaining to the extraordinary general meeting is only valid if it is supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the extraordinary general meeting.
Miscellaneous
Copies of the accounting documentation, the auditor’s report and auditor statement regarding guidelines for remuneration to senior executives, proxy form and the complete proposals are available at the Company and at the Company’s website, www.crownenergy.se. The documents will also be sent to shareholders upon request provided that the shareholders state their postal address.
The shareholders are reminded of their right to request information at the Meeting from the board of directors and the managing director in accordance with Ch. 7 Section 32 of the Swedish Companies Act.
[1] CEO and representative of Proger is
The board of directors
© Modular Finance, source
