Cleveron Mobility AS adoption of shareholders resolutions without convening a meeting
The Management Board of Cleveron Mobility AS (registry code 16472103, hereinafter the “Company”) invites the shareholders to vote on the draft resolutions listed below without convening a meeting in accordance with § 2991 of the Commercial Code.
Draft resolution 1:
1. Business name change of the Company
The Shareholders decided to change the business name of the company and to confirm Clevon AS as the new business name of the Company.
Draft resolution 2:
Amendment of the Articles of Association of the Company
The Shareholders decided to amend the articles of association of the Company and approve the new redaction of the articles of association of the Company in the form provided in Annex 1.
Draft resolution 3:
3. Appointment of the auditor for the financial years 2022-2023
To appoint KPMG Baltics OÜ (registry code 10096082) as the auditor of the company for the financial years 2022-2023.
To determine the procedure for the remuneration of the auditor in accordance with the contract to be entered into with the auditor and to grant the Management Board of the Company the right to enter into the respective contract.
Procedure and instructions for voting
Draft resolutions and other information subject to disclosure pursuant to law are also published on the website of the Company https://clevon.com/et.
Questions regarding draft resolutions, voting and other organizational issues should be submitted to the Company's e-mail address firstname.lastname@example.org no later than by 22.11.2022 at 23:59.
The list of shareholders entitled to vote is fixed on 18.11.2022 at the end of the business day of the Nasdaq CSD Estonian settlement system. Shareholders may vote on draft resolutions only by electronic means or by submitting a paper vote as follows:
(i) the voting will be open until 09:00 on 28.11.2022 (Estonian time, viz., GMT+2);
(ii) the ballot paper form prepared for voting is attached to this draft resolution and is also available at https://clevon.com/et, where it can be filled in and the completed document for signing can be downloaded;
(iii) for electronic voting, the shareholder or its representative shall complete the ballot paper form attached to it in accordance with the instructions therein, signs it digitally (using an ID card, digital ID or Mobile ID); and forwards the digitally signed ballot paper to the e-mail address email@example.com by the deadline specified in clause (i) above;
(iv) for paper voting, the shareholder or its legal or authorized representative shall complete the ballot paper in accordance with the instructions therein, sign it on paper and send the scanned ballot paper to the e-mail address firstname.lastname@example.org and the original ballot paper to the Company's head office at Reinu tee 48, Viljandi, 71020, Viljandi County, so that it arrives no later than 09:00 (GMT+2) on 28.11.2022;
(v) if the ballot paper is completed by an authorized representative of a shareholder, in addition to the ballot paper, the original of the relevant power of attorney (in electronic or paper form) and for the time specified in (iv) above shall be forwarded. The form of the power of attorney is attached to this draft resolution and is also available at https://clevon.com/et, where it can be filled in and the completed document for signing can be downloaded;
(vi) if the ballot paper is filled in by a foreign legal entity, in addition to the ballot paper (and power of attorney, if applicable), a printout of the registration card of the respective foreign legal entity showing the foreign persons entitled to represent the legal person shall be forwarded.
Pursuant to subsection 2991 (2) of the Commercial Code, if a shareholder does not state within the specified term whether the shareholder is for or against the resolution, the shareholder shall be deemed to have voted against the resolution.
The Management Board shall publish the voting results on the Company’s website in accordance with subsection 2991 (6) of the Commercial Code.
The Supervisory Board of the Company has made proposals for the adoption of all the resolutions.
The following annexes are attached to these draft decisions:
Annex 1 – New wording of the articles of association of the Company
Annex 2 - Ballot papers
Annex 3 - Power of Attorney
For more information, please contact:
Member of the Management Board of the Company