Press 2021-12-31 A
Notice of Annual General Meeting of CryptoBourse AB
The shareholders of CryptoBourse AB ("the Company" or "CryptoBourse"), 556239-2950, are hereby summoned to the Annual General Meeting on Tuesday, January 5, 2022 at 16:00 Karlavägen 18, SE-11431 Stockholm.
The meeting will be held as a hybrid meeting with the right to vote online, to counter the spread of Covid-19.
In the advance voting form, the shareholders may request that decisions in one or more of the matters on the proposed agenda below be postponed to a so-called continued general meeting, which may not be a pure advance voting meeting. Such a continuing meeting shall take place if the Annual General Meeting so decides or if the owner of at least one tenth of all shares in the Company so requests. Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Requests for such information must be submitted in writing to CryptoBourse, Att: M Prendergast, Karlavägen 18, SE-11431 Stockholm, or via e-mail to aktieagare@cryptobourse.se, no later than 4 January 2022. The information is sent within the same time to the shareholder who has requested them and provided their address.
REGISTRATION
Shareholders who wish to participate in the meeting, by advance vote, must:
(i) be entered in the share register kept by the Nordic Securities Register (NVR) (Central Securities Depository) on Monday, January 4, 2022.
(ii) register with the Company for participation in the meeting by casting their advance vote in accordance with the instructions under the heading "Advance voting" below so that the advance voting form is received by CryptoBourse no later than 4 January 2022.
ADVANCE VOTING
Shareholders may exercise their voting rights at the meeting only by voting in advance, so-called postal voting in accordance with section 22 of the Act (2020: 198) on temporary exemptions to facilitate the conduct of general and association meetings.
A special form must be used for advance voting. The form is available on CryptoBourse's website https://cryptobourse.se no later than 17 December 2021. The advance voting form is valid as a registration.
The completed form must be received by CryptoBourse no later than Monday, January 4, 2022. The form can be sent by e-mail to aktieagare@cryptobourse.se or by post to CryptoBourse, Att: M Prendergast, Karlavägen 18, SE-11431 Stockholm. If the shareholder votes in advance through a proxy, the proxy must be attached to the form. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form. The shareholder may not provide the advance vote with special instructions or conditions. If this happens, the vote (ie the advance vote in its entirety) is invalid. Further instructions and conditions can be found in the advance voting form.
For questions about the meeting or to have the advance voting form sent by post, please contact CryptoBourse AB at aktieagare@cryptobourse.se.
Number of shares and votes
At the time of issuing the notice, the Company has a total of 10,000,000 shares with one vote per share. At the same time, the company does not hold any of its own shares.
DRAFT AGENDA
Election of chairman at the meeting.
Selection of one or two protocol adjusters.
Establishment and approval of the ballot paper.
Approval of Agenda.
Examination of whether the meeting has been duly convened.
Presentation of the annual report and the auditor's report as well as the accounts and the auditor's report. In connection with this, the auditor's report regarding the audit work.
Decision on:
adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
disposition regarding the Company's profit according to the approved balance sheet. discharge of liability for the members of the Board of Directors and the President.
Determination of the number of board members, deputies and auditors.
Determination of fees to the board, deputies and the auditor.
Election of board members and deputy board members.
Hanna Törnström (re-election)
Dr Johannes Harl (fall)
Wayne Lochner as Board Member and CEO (re-election)
Diana Lochner as board member (re-election)
Isabelle Svedlund Nordström as board member (re-election)
Natalija Kiselova as deputy board member (re-election)
Ludvig Kollberg auditor (new election).
Resolution on amendment of the Articles of Association and distribution of A and B shares
Resolution authorizing the Board to make a decision on a new issue of shares.
BOARD DECISION MOTION
The Board of CryptoBourse AB proposes as follows:
Election of chairman of the meeting
Hanna Törnström, is proposed to be appointed chairman of the AGM.
2. Selection of one or two protocol adjusters
It is proposed that persons, together with the chairman, adjust the minutes, Natalija Kiselova, or, in the event of someone or both, the person appointed by the board instead. The tasks of the adjusting persons also include checking the voting list and that received advance votes are correctly reproduced in the minutes of the meeting.
3. Establishment and approval of the ballot paper
The ballot paper proposed for approval under item 3 on the agenda is the ballot paper prepared by the company, based on the general meeting share register and received advance votes, which has been checked and approved by the adjusters.
4. Resolution on disposition regarding the Company's profit in accordance with the approved balance sheet.
The Board of Directors and the President propose that the accumulated profit, SEK 139,000, be transferred to a new account and that no dividend be paid for the financial year.
5. Determination of the number of board members, deputies and auditors
The Board proposes that the number of members be five members and one deputy.
6. Determination of fees to the Board, deputies and the auditor
It is proposed that board fees not be paid to each of the ordinary board members and to the deputy board member.
The Nomination Committee proposes that fees to the auditor be paid in accordance with an agreement between the Company and the auditor.
7. Election of board members and deputy board members
The Board proposes re-election of all members.
8. Election of Chairman of the Board
The Board proposes that the Chairman of the Board be appointed within the Board.
9. Election of auditor
The Nomination Committee proposes new election of the auditing company Moore KLN AB. Moore has announced that, in the event that the Board's proposal also becomes the AGM's election, Ludvig Kollberg will be the principal auditor.
10. Amendment of the Articles of Association and the financial year
The Board of Directors of CryptoBourse AB (the “Company”) proposes that the Annual General Meeting adopt new Articles of Association and that the financial year shall be a calendar year. Decision on distribution of A and B shares.
11. Resolution authorizing the Board of Directors to decide on a new issue of shares
The Board of CryptoBourse AB (the “Company”) proposes that an Extraordinary General Meeting resolves that the Board be authorized to decide on one or more occasions, during the period until the next Annual General Meeting, on cash issues, set-off issues, non-cash issues and convertibles, corporate bonds or warrants. ("Units"), which in total may lead to an increase in the share capital within its decided limits. The Board of Directors shall have the right to deviate from the shareholders' preferential rights. The Board of Directors or the President shall have the right to make the minor adjustments to the decision of the Annual General Meeting that are required for registration of the authorization with the Swedish Companies Registration Office.
Majority requirements ABL 42 §
A valid resolution pursuant to item 10 requires the approval of at least two thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.
Personal information
For information on how your personal data is processed, please refer to the privacy policy that is available on NVR.se's website.
Available documents
Accounting documents and auditor's report together with complete proposals and other documents will be available from Moore KLN AB at Lilla Bommen 4A, SE-41104 Gothenburg no later than 17 December 2021. Copies of the documents will be sent to the shareholders who request it and state their postal address.
Stockholm in December 2021
CryptoBourse AB
The board