The shareholders of
REGISTRATION AND NOTIFICATION
Shareholders who wish to attend the general meeting must:
i. on the record day, which is Thursday
ii. notify the Company of their, and any advisors (maximum two) participation at the general meeting no later than on Monday
THE PROPOSED AGENDA
1. Opening of the general meeting and election of chairman of the 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 general meeting has been duly convened.
7. Presentation of the annual report and the audit report and the consolidated financial statements and the audit report for the group.
8. 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.
9. Determination of the number of ordinary directors and deputy directors of the board and auditors.
10. Determination of remuneration to the board of directors and the auditor.
11. Election of ordinary directors, deputy directors, if any, chairman of the board of directors and auditors.
12. Presentation and adoption of the remuneration reports
13. Decision on the transferal and issuance of shares in the subsidiary SmarTee S.a.r.l.
14. Closing of the general meeting.
PROPOSAL FOR RESOLUTIONS
Item 8.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.
Items 9-11: Determination of the number of ordinary directors, deputy directors and auditors, determination of remuneration to the board of directors as well as election of ordinary directors and deputy directors, if any, chairman of the board of directors and auditors
It is proposed that the board of directors shall comprise of four directors without deputies. The number of auditors shall be one registered audit firm.
It is further proposed that the remuneration to the board of directors shall be in total
•
•
Remuneration to the auditor is to be paid according to approved invoice.
It is proposed to re-elect the directors
It is further proposed to re-elect the registered audit firm Öhrlings
Further information regarding the for re-election proposed directors is available at the Company's website, www.crownenergy.se and will also be included in the annual report for 2023.
Item 13. Decision on the transferal and issuance of shares in the subsidiary SmarTee S.a.r.l
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 300 000 EUR of loan financing to the SmarTee group of companies. In accordance with the agreement this debt in its entirety shall be converted into shares in SmarTee at a valuation corresponding to the original valuation.
Following the above transactions
The CEO of Proger and the founders, or the company that they together establishes 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 holding at least 9/10 of both outstanding shares as votes that are represented during the 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 item 13. is only valid if it is supported by shareholders holding at least 9/10 of both outstanding shares as votes that are represented during the 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 will be available at the Company and at the Company’s website, www.crownenergy.se, at least three weeks in advance of the Annual General Meeting. 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 annual general meeting from the board of directors and the managing director in accordance with Ch. 7 Section 32 of the Swedish Companies Act.
[1] The transaction under point 1. Involved the transferal of 78 shares in SmarTee. Point 2. Involves the issuance of 626 shares in SmarTee and 19 shares under point 3.
[2]CEO and representative of Proger is
The board of directors
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