The shareholders of Xpecunia Nordic AB (publ) are hereby convened to an Extraordinary General Meeting on 23 January 2023 at 10.00 – 11.00 a.m. at the company's premises in Stockholm, address Taptogatan 6. Sweden
The shareholders of Xpecunia Nordic AB (publ) are hereby convened to an Extraordinary General Meeting on 23 January 2023 at 10.00 – 11.00 a.m. at the company's premises in Stockholm, address Taptogatan 6. Voting registration starts at 09.30 a.m. and will be suspended when the meeting opens.
Right to attend
The right to participate in the Annual General Meeting is granted to those who are registered as shareholders in the share register maintained by Euroclear Sweden AB in respect of the circumstances on 13 January 2023, and who notify the Company of their intention to participate in the meeting no later than 13 January 2023. Notification shall be made by e-mail to firstname.lastname@example.org. The notification must include name, address, personal or company number, daytime telephone number and, if applicable, the number of assistants (maximum two). After registration of the notification, the notifying party will receive a confirmation. If no confirmation is received, the notification has not been properly made.
Shareholders whose shares are held in a custodian account must temporarily register the shares in their own name in the share register maintained by Euroclear Sweden AB in order to participate in the meeting. Such registration must be effected no later than 12 January 2023 and should be requested well in advance of that date from the person holding the shares.
If a shareholder intends to be represented by proxy, a power of attorney must be issued to the proxy. The proxy must be in writing, signed by the shareholder and dated. If the shareholder is a legal person, a copy of the certificate of registration or, if there is no such document, the corresponding document of authority must be attached to the notification. The document must prove the right of the person who signed the proxy to appoint a proxy for the legal person. In order to facilitate registration at the meeting, the original power of attorney and the certificate of registration and other documents of authority should be received by the company at the above address no later than 3 January. If the original power of attorney and other documents of authority have not been sent in advance, the original power of attorney and other documents of authority must be presented at the meeting. Proxy forms are available at the Company and will be sent on request to shareholders who provide their e-mail address.
2. Election of the Chairman of the Meeting
3. Drawing up and approval of the voting list
4. Approval of the agenda
5. Election of two tellers
6. Examination of whether the meeting has been duly convened
7. Election of members of the Board of Directors
8. Election of the Chairman of the Board
9. Resolution authorising the Board of Directors to issue shares, warrants or convertible bonds
10. Resolution authorising the CEO to decide on adjustments to the resolutions
11. Resolution on name change
Election of the Board of Directors, Chairman of the Board
The Board of Directors proposes that the Meeting resolves
that Daniel Moström be elected Chairman of the Meeting,
that the Board members Daniel Moström (Chairman), Andreas Hall, Dimitrios Siapkas, Patrik Axsäter be re-elected
Authorisation for the Board to issue shares, convertibles or warrants (item 9)
The Board of Directors proposes a Resolution authorising the issue of shares, warrants and/or convertible bonds.
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors, on one or more occasions during the period until the next General Meeting, to resolve to increase the Company's share capital by issuing new shares, warrants and/or convertible bonds. The Board of Directors shall be able to decide on new issues of shares, issues of warrants and/or convertibles with or without deviation from the shareholders' preferential rights and/or with provision for contribution 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 (aktiebolagslagen). Issuance in accordance with the authorisation shall take place on market terms. The reason why the Board of Directors shall be able to decide on an issue with deviation from the shareholders' preferential rights and/or with provision for an issue in kind or with conditions as described above is that the Company (i) shall have the possibility to make payment for shares in acquisition transactions, as well as (ii) shall be able to provide sufficient working capital to finance the Company's development and (iii) to enable the Board of Directors to direct issues to investors that the Board of Directors deems strategically important for the Company and/or (iv) to acquire property.
Resolution authorising the CEO to make adjustments to the resolutions (item 10)
The Board of Directors proposes that the Annual General Meeting authorises the Chief Executive Officer, or the person otherwise appointed by the Chief Executive Officer, to make minor adjustments and clarifications to the resolutions adopted at the Annual General Meeting, to the extent necessary for the registration and execution of the resolutions.
Resolution on change of name (item 11)
At the end of 2022, the Company acquired Creturner International AB. The Board of Directors has since taken the decision to coordinate Creturner International AB into Xpecunia Nordic AB. This work has commenced and is expected to be completed later in 2022.
The Board of Directors proposes that the company change its name from Xpecunia Nordic AB (publ) to Creturner Group AB (publ) in 2023. The Board of Directors considers that the name Xpecunia is dated and does not adequately describe the current operations. Creturner Group AB (publ) more clearly summarises that the company works within environmental technology with both renewable energy, climate and environmental technology and there is a clear sustainability aspect in the name. With the change, the company also marks the beginning of a new era in which it is creating a new foundation for further growth. The existing digital computing activities are being coordinated within the HPC business area to clearly mark the company's departure from previously associated activities. It is the company's assessment that the scope for growth in the future will increasingly be in environmental technology.
The validity of the resolution referred to in item 11 requires the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
At the time of issue of this notice, the total number of shares in the Company is 53 068 392 ordinary shares. The total number of votes in the Company is 53 068 392.
Full documentation of the resolutions will be made available at the company and on the company's website at least three weeks before the meeting. The documents will be sent on request to shareholders who provide their e-mail address. The Board of Directors and the Managing Director shall, if requested by any shareholder and if the Board of Directors considers that this can be done without significant damage to the company, provide information at the Annual General Meeting on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the company's financial situation.
Stockholm 22 December 2022
Xpecunia Nordic AB (publ)
Board of Directors