ARTICLES OF ASSOCIATION CROWN ENERGY AB
REG. NO. 556804-8598
§ 1 COMPANY NAME
The name of the company is Crown Energy AB. The company is a public company (publ).
§ 2 REGISTERED OFFICE
The board of directors has its registered office in Stockholm county, municipality of Stockholm.
§ 3 OBJECT OF THE COMPANY
The company shall, directly or indirectly, carry out business within the oil and gas industry, real estate industry, development of technology and application portfolios within environment, food and healthcare as well as sales and licensing of systems within such areas, invest in, develop and divest companies active in aforementioned activities, manage real property and chattels and to conduct activities related to the aforementioned.
§ 4 SHARE CAPITAL
The share capital shall be at least SEK 14,000,000 and no more than SEK 56,000,000.
§ 5 NUMBER OF SHARES
The number of shares shall not be less than 477,000,000 and not more than 1,908,000,000.
§ 6 BOARD OF DIRECTORS
The board of directors shall consist of a minimum of 3 and a maximum of 10 directors, with a maximum of 5 deputy directors.
§ 7 AUDITOR
For the review of the company’s annual report as well as the management pursued by the board of directors and the managing director, one to two auditors with up to two deputy auditors, or a registered accounting firm shall be appointed until the end of the next annual general meeting after the auditor was elected.
§ 8 CONVENING OF A GENERAL MEETING
Notice of a general meeting of shareholders shall be published in the Official Swedish Gazette as well as on the company’s website. An announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
§ 9 NOTICE TO ATTEND AT GENERAL MEETINGS
Right to attend in a general meeting is a shareholder that has been recorded in the share register in the way prescribed in Ch. 7 Sec. 28 § 3 the Swedish Companies Act and given notice to the company not later than on the day mentioned in the notice convening the meeting. This day may not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth business day before the Meeting.
A shareholder attending a general meeting may be accompanied by advisers, no more than two, only if the shareholder has given the company notice of his intentions to bring an adviser in accordance with the section above.
§ 10 ANNUAL GENERAL MEETING
The annual general meeting shall be held annually within six (6) months after the end of the financial year. At the annual general meeting, the following matters shall be considered:
- Election of chairman of the meeting.
- Appointment of the keeper of the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or more persons to certify the minutes.
- Examination of whether the meeting has been properly convened.
- Presentation of the annual report and the auditors’ report and the group annual report and the group auditor’s report.
(a) regarding adoption of income statement and balance sheet and the group income statement and the group balance sheet,
(b) decision regarding the profit or loss of the company in accordance with the adopted balance sheet, and
(c) discharge from liability of the board of directors and the managing director.
- Determination of the number of directors and any deputy directors, and if applicable, auditors and any deputies.
- Determination of fees to the board of directors and to the auditors.
- Election of the board of directors and any deputy directors and, if applicable, auditors and any deputies.
- Any other matter to be dealt with by the meeting according to the Swedish Companies Act or the articles of association.
§ 11 FINANCIAL YEAR
The fiscal year of the company shall be 0101-1231.
§ 12 CENTRAL SECURITIES DEPOSITORY REGISTRATION
A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first § item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551).
These articles of association have been adopted at the extraordinary general meeting on 17 December 2021.