Notice of Extra General Meeting in Crown Energy AB (publ) on 26 January 2016
The shareholders of Crown Energy AB (publ), org.nr 556804-8598, (the ”Company”), are hereby convened to an extra general meeting to be held on Tuesday 26 January 2016, at 10.00 a.m. at the Company's premises on Norrlandsgatan 18 in Stockholm.
Registration and notification
Shareholders who wish to attend the general meeting must :
- on the record date, which is Wednesday 20 January 2016, 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 20 January 2016 temporarily register the shares in their own name in order to be entitled to participate at the general meeting; and
- notify the Company of the participation at the general meeting no later than Wednesday 20 January 2016. Notice of participation at the general meeting shall be sent by e-mail to info@crownenergy.se, by telephone to 08-400 207 20, by facsimile to 08-400 207 25 or by regular mail to Crown Energy AB (publ), Norrlandsgatan 18, SE-111 43 Stockholm, Sweden. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. 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 registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy in original and the Registration Certificate, if any, shall well before the meeting be sent to the Company by post (at the address above). A form proxy will be available for downloading on the Company´s website www.crownenergy.se.
Proposed agenda
1. Opening of the general meeting and election of the chairmen.
2. Appointment of the 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 verify the minutes.
6. Determination whether the general meeting has been duly convened.
7. Resolution on number of directors.
8. Election of board of directors.
9. Resolution to approve the board of directors’ resolution on 29 December 2015 to issue a maximum of 5,500,000 shares with deviation from the shareholders’ priority rights.
10. Proposal for resolution to authorize the board of directors to issue new shares.
11. Closing of the general meeting.
Proposals for resolutions
Item 7: Resolution on number of directors
A proposal will be presented at the latest at the time of the general meeting.
Item 8: Election of board of directors
A proposal will be presented at the latest at the time of the general meeting.
Item 9: Resolution to approve the board of directors’ resolution on 29 December 2015 to issue a maximum of 5,500,000 shares with deviation from the shareholders’ priority rights
The board of directors has on Tuesday 29 December 2015 resolved to issue a maximum of 5,500,000 shares, with deviation from the shareholders priority rights and subject to the general meeting's subsequent approval (the "Issuance").
The following general terms shall apply to the Issuance:
- The total increase of the company’s share capital can amount to a maximum of SEK 161,697.62.
- The total number of new shares amounts to a maximum of 5,500,000.
- The subscription price for the new shares is SEK 2 per share, in total SEK 11 million if all shares are subscribed for. The board of directors assesses the subscription price to be fair from a market point of view considering the current market conditions.
- The right to subscribe for the shares shall, with deviation from the shareholders’ priority right, be attributed to a small number of pre-invited investors.
- Subscription for the shares shall take place during the period from 30 December 2015 up to and including 31 January 2016. The board of directors has the right to extend the subscription period.
- Payment for subscribed shares shall be made in cash no later than 31 January 2016. The board of directors has the right to extend the period for payment.
- The new shares have a right to dividends as of the nearest record date occurring after the date when the shares are registered with the Swedish Companies Registration Office.
- The reason for the deviation from the shareholders’ priority right is that this fund raising alternative has been assessed to be the most advantageous compared to other options from a timing and cost perspective.
- The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Swedish Companies Registration Office.
The board of directors proposes that the general meeting approves the Issuance.
A resolution in accordance with this item is valid only if it is supported by shareholders holding at least two-thirds of both the shares voted and of the shares represented at the general meeting.
Item 10: Resolution to authorize the board of directors to issue new shares
The board of directors proposes that the extra general meeting shall resolve to authorize the board of directors to issue shares and/or convertibles and/ or warrants on one or more occasions with or without priority rights for the shareholders. The total number of financial instruments that can be issued under the authorization shall not allow more than 10,000,000 shares in total to be issued. The board of directors proposes that the board of directors is authorized to decide if the issues of financial instruments should be paid in cash, contributed in kind and/ or set off.
A resolution in accordance with this item is valid only if supported by shareholders holding at least two-thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total number of shares and votes in the Company on the date of this notice are 55,547,373. Each share represents one vote. Only one class of shares exists. The Company does not hold any own shares.
Miscellaneous
Copies of the complete proposals of resolutions of the board of directors, proxy form and other documents in accordance with item 9 above will be available at the Company and at the Company's website, www.crownenergy.se, at least three (3) weeks in advance of the general meeting. Copies of the documents will also be sent, without cost, to shareholders upon request, provided that such shareholders state their postal address.
Stockholm, January 2016
Crown Energy AB (publ)
The board of directors
Crown Energy AB (publ) discloses above information pursuant to the Swedish Securities Market Act and/ or the Swedish Financial Instruments Trading Act. The information was released for publication on 4 January 2016, 9:40 AM.
MORE INFORMATION
Please contact Andreas Forssell, CEO, Crown Energy AB
+46 8 400 207 20
+46 707 51 41 84
ABOUT CROWN ENERGY
Crown Energy is an international oil and gas company engaged in exploration in Africa and Middle east. Growth is created by developing assets in early stages and then maximizing value by introducing appropriate industry partners in the development and production stages. For more information please visit www.crownenergy.se