Notice to the Annual General Meeting 2023 in Crown Energy AB (publ)
The shareholders of Crown Energy AB (publ), reg. no. 556804-8598, (the "Company") are hereby invited to the Annual General Meeting to be held on Thursday 1 June 2023 at 10:00 a.m. at the Company's premises on Skeppargatan 27 in Stockholm, Sweden.
REGISTRATION AND NOTIFICATION
Shareholders who wish to attend the general meeting must:
i. on the record day, which is Wednesday 24 May 2023, be registered in the share register maintained by Euroclear Sweden AB ("Euroclear"). Shareholders whose shares are registered in the name of a nominee must no later than on Wednesday 24 May 2023 temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 26May 2023 will be considered in the preparation of the share register; and
ii. notify the Company of their, and any advisors (maximum two) participation at the general meeting no later than on Friday 26May 2023. Notice of participation at the general meeting shall be sent by e-mail to [email protected],by telephone on +46 840020720, or by regular mail to Crown Energy AB (publ), Skeppargatan 27, SE-114 52 Stockholm, Sweden. Upon notification, the shareholders should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representative, proxy holder and advisor. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the certificate of registration or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. In order to facilitate an effective entrance to the meeting the proxy in original and the Registration Certificate, if any, should well before the meeting be sent to the Company by post (at the address above). A proxy form will be available on the Company's website www.crownenergy.se.
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. Closing of the general meeting.
PROPOSAL FOR RESOLUTIONS
Item 1: Opening of the general meeting and election of chairman of the Annual General Meeting
The shareholders YBE Ventures and Cement Fund, representing approximately 85.2 percent of all the votes in the Company, propose that Andreas Forssell, managing director of the Company, is appointed as chairman of the Annual General Meeting.
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 SEK 675,000 (SEK 675,000 previous year), and shall be paid to the directors in accordance with the following:
- SEK 225,000 (SEK 225,000 previous year) to each of the non-employed directors; and
- SEK 450,000 (SEK 450,000 previous year) to the chairman of the board.
Remuneration to the auditor is to be paid according to approved invoice.
It is proposed to re-elect the directors Yoav Ben-Eli, Pierre-Emmanuel Weil, Jean Benaim and Alan Simonian. Furthermore, Pierre-Emmanuel Weil is proposed to be re-elected as chair of the board of directors.
It is further proposed to re-elect the registered audit firm Öhrlings PricewaterhouseCoopers AB for the period until the end of the annual general meeting 2024. Öhrlings PricewaterhouseCoopers AB has announced its appointment of the authorized auditor Martin Johansson as new main responsible auditor.
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 2022.
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
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.
Stockholm in May 2023
Crown Energy AB (publ)
The board of directors
Please contact Yoav Ben Eli, CEO, Crown Energy AB
+46 8400207 20
+46 76-312 97 93
ABOUT CROWN ENERGY
Crown Energy is an international group with a history within customised solutions for housing, offices and associated services, as well as oil and gas exploration. The group is now dedicated to its transformation into the new and more socially and environmentally responsible business direction contributing to a positive change, with a focus on the medical technology industry and on improving our green footprint. For more information, please visit www.crownenergy.se.