NOTICE REGARDING EXTRAORDINARY GENERAL MEETING IN SVENSKA CAPITAL OIL AB (publ)
The shareholders of Svenska Capital Oil AB (publ), reg. no. 556526-3968, (the “Company”) are hereby invited to the extraordinary general meeting of the shareholders to be held on Thursday 17 November 2011 at 16.00 at the Company’s premises at Engelbrektsgatan 32, 2ndfloor, in Gothenburg.
Registration for the meeting
Shareholders who wish to attend the general meeting must:
i) on the record day, which is Friday 11 November 2011, be entered in the share register kept by Euroclear Sweden AB. Shareholders who do not have their shares registered in their name but in the name of a bank trust department or a fund must temporarily register the shares in their own name in order to be able to participate at the general meeting. Such temporary registration must be completed by Friday 11 November 2011 at the latest.
ii) notify their participation to the Company no later than on Monday 14 November 2011. Notice of participation shall be sent by e-mail to or by post to Svenska Capital Oil AB (publ), Engelbrektsgatan 32, SE-411 37 Gothenburg. The notice must include complete name, personal identification or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders or advisors. A shareholder who wishes to be represented by proxy must provide the Company with a proxy in writing prior to the general meeting.
- Election of chairman of the meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of one or two certifiers of the minutes.
- Question whether the general meeting has been duly convened.
- Resolution to amend the articles of associations.
- Election of a new board of directors.
- Resolution regarding reverse share split.
- Closing of the general meeting.
Number of shares and votes
There are 14,506,822,223 shares in total in the Company. Each share represents one vote. Only one class of shares exists. The Company does not own any shares in the Company.
Proposal for Resolutions
Section 6: Resolution to amend the articles of association
The board proposes that the general meeting resolves to amend section 2 of the articles of association as follows. The amendment is a result of the Company’s intention of relocating its head office.
§ 2 Registered office
”The registered office of the company shall be in theCountyofStockholm,MunicipalityofStockholm.”
Further, the board proposes that the general meeting resolves to amend section 5 of the articles of association as follows. The amendment to section 5 may only be implemented on condition that the general meeting resolves to carry out a reverse share split in the Company according to section 8 of the proposed agenda.
§ 5 Number of shares
”The number of shares shall be at least 100,000,000 and no more than 400,000,000.”
Further, the board proposes that the general meeting resolves to amend section 7 of the articles of association as follows. The amendment is a result of the Company’s wishes to amend the number of ordinary and deputy directors
§ 7 Board of directors
”The board of directors shall consist of at least three and no more than nine ordinary directors. No deputy directors shall be appointed.”
Further, the board proposes that the general meeting resolves to amend section 10 of the articles of association as follows, as a consequence of the changes in sections 2 and 7.
§ 10 Annual general meeting
“The annual general meeting shall be held annually within six (6) months after every financial year ends.
The annual general meeting shall be held inStockholm.
At the annual general meeting, the following matters shall be considered:
1. Election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the proposed agenda.
4. Election of one or two persons to certify the minutes.
5. The issue of whether the meeting has been duly called.
6. Presentation of the annual report and auditor’s report and, if any, the group annual report and the group auditor’s report.
7. Decision regarding
a. adoption of income statement and balance sheet and, if any, the group income statement and the group balance sheet.
b. the profit or loss of the company in accordance with the adopted balance sheet.
c. discharge from liability for the board of directors and the managing director.
8. Determining the numbers of directors, auditors and deputy auditors that are gone be elected at the annual general meeting.
9. Determining the fees for the board of directors and the auditor.
10. Election of directors, auditors, deputy auditors or accounting firm.
11. Any other matter which has been referred to the meeting according to the Swedish Companies Act or the articles of association.”
The resolution to amend the articles of association requires that the proposal is approved by shareholders representing at least two thirds of the votes cast as well as two thirds of the shares represented at the general meeting.
Section 7: Election of a new board of directors
Proposed directors will be presented at the general meeting at the latest.
Section 8: Resolution to carry out a reverse share split (amalgamation)
The number of shares shall be reduced by consolidating the shares 1:100, meaning that 100 shares shall be consolidated into one share (reverse share split). The board of directors shall be authorised to determine the record day for the reverse share split. The board of directors shall further be authorised to take any other action required to carry out the reverse share split.
A resolution in accordance with the proposal may only be executed on condition that an agreement has been entered into with one or more shareholders, that such shareholders will free of charge and with the assistance of Euroclear Sweden AB, transfer such number of shares to shareholders whose holding of shares are not divisible by 100, that their shareholdings will be divisible by 100.
Pursuant to the proposal, if the reverse share split is carried out, the number of shares will be reduced from 14,506,822,223 to 145,068,222, which would result in a quota value of app. SEK 2 following the reverse share split.
Proxy forms will be available at the Company’s website www.capitaloil.se and at the Company’s offices at Engelbrektsgatan 32, SE-411 37, Gothenburg, two weeks in advance of the general meeting and will be sent to shareholders upon request provided shareholders state their e-mail or postal address.
Gothenburg in October 2011
Svenska Capital Oil AB (publ)
The Board of Directors