Creturner Group

NOTICE TO EXTRAORDINARY GENERAL MEETING OF XPECUNIA NORDIC AB
 
The shareholders in Xpecunia Nordic AB, corporate no. 559152-3013 (the "Company") is hereby called to an extraordinary general meeting on Thursday, September 29, 2022 at 16.00 at the Company's premises, Taptogatan 6, bv, Stockholm.
Right to participate in the general meeting
Shareholders who wish to participate in the general meeting must, in order to have the right to participate in the meeting, be entered in the share register kept by Euroclear on the day of the meeting. Shareholders who have had their shares registered by a trustee must have the shares re-registered in their own name in the share register maintained by Euroclear Sweden AB in order to participate in the meeting. Such registration, which may be temporary, must be completed by September 21. This means that the shareholder must notify the administrator of his wish to do so in good time before this date.
Notification
Shareholders are asked to notify their participation so that the notification reaches the Company no later than September 19, 2022, at the address Taptogatan 6, 115 26 Stockholm or via e-mail to info@xpecunia.com.
When reporting, the shareholder's name, social security or organization number (or equivalent), address, telephone number, shareholding, information about any assistants, and, where applicable, information about deputies or representatives should be stated.
Agent
Shareholders who intend to attend by proxy must issue a dated power of attorney for proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent for the legal entity must be attached. Power of attorney may be valid for a maximum of one year from issuance. The original power of attorney and any proof of registration should be sent well in advance of the general meeting to the Company at the above address.
Proposal for the agenda
1) Election of chairman at the meeting
2) Establishment and approval of voter register
3) Selection of one or two adjusters
4) Examination of whether the meeting has been duly convened
5) Approval of agenda
6) Proposal that the general meeting approve the acquisition of Creturner International AB and issue shares to the owners, which means 16,483,516 shares in Xpecunia Nordic AB at the price of SEK 3.64 in exchange for 100% of the shares in Creturner International AB. The proposal is partly a related party transaction and must be approved by 90% of the shares attended at the meeting that are not preferred by shareholders of Xpecunia that are covered by the related party transaction.
7) Proposal for Decision on authorization for issues of shares, warrants and/or convertibles.
The board proposes that the general meeting resolve to authorize the board to, on one or more occasions during the period until the next general meeting, decide to increase the Company's share capital through new issue of shares, issue of warrants and/or convertibles. The board must be able to decide on the new issue of shares, the issue of warrants and/or convertibles with or without deviation from the shareholders' pre-emptive rights and/or with provision for in-kind, set-off or other conditions in accordance with chapter 2 section 5 second paragraph 1-3 and 5 of the Swedish Companies Act. The total number of newly issued shares and the number of shares that may be added through exchange of convertibles or new subscription of shares with the support of warrants may correspond to no more than fifty (50) percent of the total number of outstanding shares in the Company when the authorization is first invoked. Issuance in accordance with the authorization must take place on market terms. The reason why the board should be able to decide on an issue with a deviation from the shareholder's pre-emptive right and/or with a provision for an in-kind and set-off issue or with conditions as above is that the Company (i) should be able to pay for shares in acquisition transactions,
Majority requirement Decisions according to point 7 above require for their validity the support of shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
8) Other matter, which arrives at the meeting according to the Swedish Companies Act or the articles of association
9) Closure of the meeting
Provision of documents
Complete resolution proposals and other documents according to the Swedish Companies Act will be kept available at the Company's office at Taptogatan 6, 115 26 Stockholm no later than two weeks before the meeting. The documents are also sent free of charge to shareholders who request it and who state their postal address. The documents will also be available at the general meeting.
 
Stockholm in September 2022
Xpecunia Nordic AB
The board
For further information please contact:
Daniel Moström, CEO of Xpecunia Nordic AB (publ) on 070-744 6901
or via email: daniel.mostrom@xpecunia.com