Crown Energy

A shareholder holding at least one-tenth of all shares in Crown Energy AB (the “Company”) has requested that the Company, in accordance with Ch. 7 Sec. 13 of the Swedish Companies Act, convenes an extraordinary general meeting to decide on the resolutions contained herein. The shareholders of the Company are therefore hereby invited to an extraordinary general meeting (the “Meeting”) to be held on Monday 9 September 2024 at 2:00 p.m. at the Company’s premises on Skeppargatan 27 in Stockholm, Sweden.

Registration and notification
Shareholders who wish to attend the Meeting must:
 
i. on the record day, which is Friday 30 August 2024, be registered in the share register maintained by Euroclear Sweden AB (“Euroclear”). Shareholders whose shares are registered in the name of a nominee must temporarily register the shares in their own name in order to be entitled to participate at the Meeting (so-called voting registration). Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Tuesday 3 September 2024 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 Meeting no later than on Tuesday 3 September 2024. Notice of participation at the Meeting shall be sent by e-mail to info@crownenergy.se, by telephone on +46 8 400 207 20, 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 for the extraordinary general meeting
 
1. Opening of the extraordinary 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 extraordinary general meeting has been duly convened.
7. Resolution regarding the appointment of a special examiner.
8. Closing of the extraordinary general meeting.
 
Proposal for resolutions
 
Item 7: Resolution regarding the appointment of a special examiner
 
The shareholder Cement Sweden S.á.r.l has proposed that the extraordinary general meeting resolves to appoint a special examiner in accordance with Ch. 10 Sec. 21-22 of the Swedish Companies Act. According to the proposal, the examiner shall perform the review pursuant to the following themes of examination.
 
Examination theme 1
 
The review shall concern the Company’s management and accounts during the period from January 1, 2021, to the date of the extraordinary general meeting.
 
The above review shall also include the Company’s subsidiaries, but only regarding matters that are significant for the Company.
 
Purpose of examination theme 1
 
The purpose of the review is to:
 
· Investigate whether the management has acted in the best interests of the Company and all shareholders,


· Clarify the Company’s position, including the reasons for postponing partial payment related to the Company’s acquisition of shares in SmarTee S.á.r.l.,
 
· Investigate whether the Company’s accounts provide a true and fair view of the Company’s position and are in accordance with the applicable regulations for listed companies,
 
· Investigate whether the management or handling of the accounts has been such that the Company’s officials (board members including the chairman, deputy board members, CEO, special signatories, auditor) has acted in accordance with the Swedish Companies Act, applicable annual accounts legislation, or the articles of association.
 
Examination theme 2
 
The review shall concern the circumstances that the Company, since January 1, 2021, has either transferred, or at least committed to transfer, the majority of its oil and gas assets (see further in Swedish under “Bakgrund och grunden för förslaget” a)-h), k) and l) in the shareholder Cement Sweden S.á.r.l’s complete request, available on the Company’s webpage) and has acquired a majority of shares in the Luxembourg company SmarTee S.á.r.l. (see further in Swedish under “Bakgrund och grunden för förslaget” i), j), m) and n) in the shareholder Cement Sweden S.á.r.l’s complete request, available on the Company’s webpage). The review shall include an investigation and clarification of the detailed circumstances surrounding these events and related events.
 
The above review shall also include the Company’s subsidiaries, but only regarding matters that are significant for the Company.
 
Purpose of examination theme 2
 
The purpose of the review is to:
 
· Investigate whether the circumstances are in line with the best interests of the Company and all shareholders,
 
· Investigate whether the circumstances have resulted in or may result in illegal value transfers,
 
· Investigate whether the Company’s officials (board members including the chairman, deputy board members, CEO, special signatories, auditor) have acted in accordance with the best interests of the Company, the Companies Act, applicable annual accounts legislation, or the articles of association,
 
· Investigate the company’s management’s goals with the acquisition of shares in SmarTee S.á.r.l. (since the company was originally active in the real estate and oil and gas sectors, and is now transitioning to a completely different sector – namely healthcare),
 
· Investigate whether the company’s management possesses the expertise required to operate a business like the one recently acquired,
 
· Investigate whether, at the time of the acquisition in February 2023, or earlier, there were already any relationships between officials and/or shareholders in SmarTee S.á.r.l. (including its subsidiaries) and their counterparts in the Company, and if so, what type of relationships they were.
 
 
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
 
Miscellaneous
Copies of documents related to the extraordinary general meeting, proxy form and the shareholder Cement Sweden S.á.r.l’s complete request for the extraordinar general meeting 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.
 
Stockholm in August 2024
Crown Energy AB (publ)
The board of directors