Notice of Extraordinary General Meeting in Arcane Crypto AB
NOTICE OF EXTRAORDINARY GENERAL MEETING IN ARCANE CRYPTO AB
The shareholders of Arcane Crypto AB, Reg. No. 556668-3933 ("Arcane Crypto" or the "company"), are hereby summoned to an Extraordinary General Meeting on Thursday, 2 March 2023, 10:00 CET, at Törngren Magnell & Partners Advokatfirma's premises, Jakobs Torg 3, 111 52 Stockholm, Sweden.
The Board of Directors has, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act and the company's Articles of Association, resolved that the shareholders shall have the opportunity to exercise their voting rights by postal voting prior to the Extraordinary General Meeting. Shareholders may thus choose to attend the meeting in person, by proxy or by postal voting.
Right to attend
In order to attend the Extraordinary General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 22 February 2023. Further, shareholders who wish to participate in the Extraordinary General Meeting must give notice of participation to the company no later than 24 February 2023 or cast a postal vote in accordance with the instructions under the heading "Instructions for postal voting" no later than 24 February 2023. Notice of participation can be made:
- by mail: Arcane Crypto AB, Box 12 172, 102 25 Stockholm, Sweden, or
- by e-mail: [email protected].
The notice of participation must state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the Extraordinary General Meeting. Shareholders or its proxies may bring a maximum of two assistants, provided that their attendance is notified as above.
Nominee-registered shares
In order to be entitled to attend the Extraordinary General Meeting, a shareholder whose shares are nominee-registered must, in addition to giving notice of participation in the Extraordinary General Meeting, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 22 February 2023. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee's routines at such a time in advance as decided by the nominee. Voting rights registrations made no later than the second banking day after 22 February 2023 are taken into account in the presentation of the share register.
Proxy and proxy form
Shareholders represented by proxy must issue a written, signed and dated power of attorney for the proxy. The power of attorney must not have been issued more than one year before the date of the Extraordinary General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as registration certificate and other authorization documents, evidencing the authorized representative, should reach the company at the above address no later than 24 February 2023.
Proxy form is available from the company and on the company's website, investor.arcanecrypto.se, and is upon request sent to shareholders who provide their postal address.
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the postal voting form and follow the instructions available on the company's website, investor.arcanecrypto.se. The postal vote must be received by the company no later than 24 February 2023. The postal voting form must be sent by mail or e-mail to the addresses set forth above.
If a shareholder who has submitted a postal voting form attends the Extraordinary General Meeting in person or by proxy, the postal vote lapses.
Proposed agenda
- Opening of the Extraordinary General Meeting.
- Election of Chairman of the Extraordinary General Meeting.
- Election of keeper of the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes of the meeting.
- Determination as to whether the Extraordinary General Meeting has been duly convened.
- Resolution on amendment of the Articles of Association.
- Closing of the Extraordinary General Meeting.
Proposed resolutionsItem 2 - Election of Chairman of the Extraordinary General Meeting
The Board of Directors proposes that Johan Wigh, member of the Swedish Bar Association, or the person appointed by the Board in the event of his impediment, be elected Chairman of the Extraordinary General Meeting.
Item 3 - Election of keeper of the minutes
The Board of Directors proposes that Hanna Hillgren, or the person appointed by the Board in the event of her impediment, be elected keeper of the minutes of the Extraordinary General Meeting.
Item 8 - Resolution on amendment of the Articles of Association
The Board of Directors proposes that the general meeting resolves on an amendment of the Articles of Association whereby the company's corporate name is changed and the numbering of paragraphs in the Articles of Association is revised as set out below.
The company's existing Articles of Association are amended so that paragraph 1 hereafter shall read as follows:
"The corporate name of the company is Arcario AB. The company is a public company (publ)."
The numbering of the company's existing Articles of Association is revised so that paragraph 13 (financial year) hereafter is numbered as paragraph 10 in the Articles of Association.
Other informationMajority requirements
Resolution pursuant to item 8 must be supported by shareholders representing no less than two thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.
Number of shares and votes in the company
At the time of issuance of this notice, the total number of shares in the company, as well as the total number of voting rights, amounts to 8,768,877,824. The company holds no treasury shares.
Shareholders' right to receive information
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the Extraordinary General Meeting about circumstances that may affect the evaluation of an item on the agenda.
Available documents
The Board of Directors' complete proposals are set out in this notice, which is available from the company and on its website stated below.
Documents in accordance with the Swedish Companies Act will be available from the company no later than three weeks prior to the Extraordinary General Meeting. The documents will also be available on the company's website, investor.arcanecrypto.se.
Copies of the above documents are also sent to the shareholders who so request and provide their postal address.
Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Arcane Crypto AB
Stockholm in January 2023
The Board of Directors
About K33
K33 is a research-led digital assets brokerage with investment services, helping clients across EMEA make informed decisions backed by industry leading digital assets research, enter the market guided by a multi-exchange brokerage service, and invest safely for the long term in tailored managed funds. K33 provides a unified platform where customers get access to Research, digital assets brokerages, funds, and structured products. The unified platform will be rolled out during Q1 2023. The platform can be accessed both directly by customers on k33.com and through distribution partners and asset management firms that have signed up to offer the K33 platform as part of their investment offering.
About Arcane Crypto
Arcane Crypto AB is a holding company with broad exposure to the digital assets industry. The Company holds 100% stakes in K33, a research-led digital assets brokerage with investment services across EMEA, Arcane Green Data, an environmentally sustainable Bitcoin mining operation based in northern Norway, and minority stakes in both Puremarkets Ltd (37.5%), an interbank OTC market for digital currencies, and LN Markets (16%), a Bitcoin exchange built on the Bitcoin Lightning Network.
Subscribe to press releases and financial information: https://investor.arcanecrypto.se/
For further information, please contact:
Torbjørn Bull Jenssen, CEO, Arcane Crypto AB
e-mail: [email protected]
web: investor.arcanecrypto.se
The Company is listed on Nasdaq First North Growth Market and Mangold Fondkommission is Certified Adviser.
The following documents can be retrieved from beQuoted
Notice-of-extraordinary-general-meeting-2023-Arcane-Crypto.pdf