Notice of the extraordinary general meeting of PA Resources AB on 9 April 2013
Due to the proposed reverse split, notice is hereby given of the extraordinary general meeting of PA Resources AB (publ), 556488-2180, on Tuesday 9 April 2013 at 10.00 a.m. (CET). The general meeting will be held at Citykonferensen (Styrelserummet) at the address Malmskillnadsgatan 46, in Stockholm. Registration for the extraordinary general meeting will commence at 09.30 a.m. (CET).
Right to participate in the extraordinary general meeting
Shareholder wishing to participate in the extraordinary general meeting must
- be entered in the share register kept by Euroclear Sweden AB on Wednesday 3 April 2013, and
- have notified the company of his attendance by e-mail to Hbolagsstamma@paresources.seH, by telephone +46 8 545 211 50 or by post to PA Resources AB, Kungsgatan 44 (3 tr.), 111 35 Stockholm, Sweden, not later than at 16.00 (CET) Wednesday 3 April 2013. The notice shall include information on name, personal identity number/registration number, telephone number, address, shareholding and, if applicable, details of any representatives and assistants.
Shareholder whose shares are nominee-registered must also, in order to be entitled to participate in the extraordinary general meeting, request a temporary entry under its own name in the share register kept by Euroclear Sweden AB. Shareholders must notify the nominee of this well before Wednesday 3 April 2013, by which time the entry must have been effected, in order to be included in the transcript of the share register prepared by Euroclear Sweden AB on this day.
Representatives, power of attorney etc.
The rights of the shareholder at the extraordinary general meeting may be exercised by an authorised representative. The power of attorney must be dated and signed by the shareholder. The validity period of the power of attorney may be a maximum of five years, if explicitly stated. If no validity period is specified the power of attorney is valid for a maximum of one year. The original power of attorney should, to facilitate registration for the extraordinary general meeting, be submitted to the company no later than on Friday 5 April 2013 at the address mentioned above. An example power of attorney is available at the company and on the company’s website, Hwww.paresources.seH. Representatives for legal entities must also bring with them and present an original certificate of incorporation or a certified copy thereof, together with, if applicable, a power of attorney or corresponding authorisation documents.
Proposed agenda
- Opening of the general meeting
- Election of the chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the board of directors’ proposed agenda
- Election of person(s) to verify the minutes
- Determining whether the general meeting has been duly convened
- a) Resolution on adoption of new articles of association
b) Resolution on reverse split and minor issue of new shares for administrative reasons - Other items
- Closing of the general meeting
Proposals by the board of directors
Item 7.a): Resolution on adoption of new articles of association
As a consequence of the proposed reverse split under item 7.b) below, the board of directors proposes that the general meeting resolves upon adopting new articles of association pursuant to which the number of shares are changed to not less than 25,000,000 and not more than 100,000,000. It is further proposed that section 6 regarding different share classes is deleted, since this is no longer relevant due to all the company shares being of the same class.
Item 7.b): Resolution on reverse split and a minor directed new share issue for administrative reasons
For purely administrative reasons and in order to achieve a number of shares as even as possible for the reverse split according to the proposal in this item, the Board proposes that the shareholders first decide on a directed new share issue of 28 new shares at the subscription price of SEK 0.10 per share (equivalent to the quota value before the reverse split). The 28 new shares at a total subscription amount of SEK 2.80 will, for administrative reason, be subscribed for exclusively by Carnegie Investment Bank AB (publ).
The Board proposes that the meeting decides to carry out a reverse split 1:500, combining 500 shares to 1 share. The Board will be authorised to decide on the record day for the reverse split. After completion of the reverse split and the new share issue above, the share capital will amount to SEK 1,414,599,900 distributed on 28,291,998 shares with a quota value of SEK 50 per share. Due to new share issues carried out during November and December 2012 and January 2013, the number of shares in the company has increased significantly. The reverse split is intended to increase the transparency of the share price, and at the same time resulting in a number of shares more suitable for the company.
The shareholders’ decisions according to item 7.a) - b) above will be regarded as one decision.
Documents, etc.
The board of directors’ complete proposal regarding item 7 above as well as other documentation required according to the Companies Act will be available at the company (see address above) as well as on the company’s website, Hwww.paresources.seH, from 19 March 2013 at the latest. Copies of the said documents will be sent to shareholders requesting them and stating their postal address.
The shareholders are reminded of their right to put questions to the board of directors and the managing director at the general meeting in accordance with Chapter 7, Section 32 of the Companies Act.
The number of outstanding shares and votes in the company at the time of this notice amounts to 14,145,998,972.
Stockholm, 8 March 2013
PA Resources AB (publ)
The Board of Directors
PA Resources AB (publ) conducts exploration, development and production of oil and gas assets. The Group operates in Tunisia, Republic of Congo (Brazzaville), Equatorial Guinea, United Kingdom, Denmark, Greenland, Netherlands and Germany. PA Resources is producing oil in West Africa and North Africa. The parent company is located in Stockholm, Sweden. PA Resources’ net sales amounted to SEK 2,184 million in 2012. The company is listed on the NASDAQ OMX in Stockholm, Sweden. For additional information, please visit Hwww.paresources.seH.
The above information has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 8.30 am CET on 8 March, 2013.