Notice of Annual General Meeting
The shareholders of Gripen Oil & Gas AB (publ), company registration no 556693-8014, are hereby given notice convening an Annual General Meeting on May 29th 2015 at 10 am at the company’s office at Vasavägen 76, 2nd floor, 181 41 Lidingö.
Right to participate
Shareholders that wish to participate in the procedures at the Annual General Meeting must by no later than May 22nd 2015 be recorded as shareholders in the share register kept by Euroclear Sweden AB as well as by no later than at 12.00 o’clock on May 22tnd 2015 give notice to the company of their intention to participate in the Annual General Meeting.
To be entitled to participate in the Annual General Meeting, owners of shares registered in the name of a trustee must have the shares registered in their own names. Shareholders who have trustee-registered shares should, in good time prior to May 22nd 2015, request owner-registration at the bank or broker holding the shares.
Notice of participation
Notice of intention to participate in the Annual General Meeting shall be given in writing by mail addressed to Gripen Oil & Gas AB (publ), Vasavägen 76, 2nd floor, 181 41 Lidingö, Sweden or by e-mail to info@gripenab.com. In providing such notice the shareholder should state name, personal registration number or company registration number, telephone number, share holdings as well as the number of any accompanying assistant(s) (maximum 2 assistants). Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Such proxy forms are available at the company’s website www.gripenab.com and shall be submitted to the company together with the notice of participation. If the proxy is issued by a legal entity, a certified copy of the registration certificate or an equivalent certificate of authority must be submitted to the company and brought to the Annual General Meeting together with the original copy of the proxy.
Proposed agenda
1. Election of Chairman of the meeting
2. Verification of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Presentation of the Annual Report and the Auditor’s Report as well as the consolidated accounts and the consolidated auditors report
7. Resolution regarding:
a) adoption of the profit and loss account and balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet
b) allocation of the company’s profits and losses as set forth in the adopted balance sheet
c) discharge from liability for members of the Board of Directors and the Managing Director
a) adoption of the profit and loss account and balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet
b) allocation of the company’s profits and losses as set forth in the adopted balance sheet
c) discharge from liability for members of the Board of Directors and the Managing Director
8. Determination of the number of members of the Board of Directors and Auditor
9. Determination of the remuneration to be paid to the Board of Directors and the Auditor
10. Election of the Board of Directors and Auditor
11. Resolution regarding authorization for the Board of Directors to resolve upon the new issue of shares, warrants and/or convertibles without deviation from the pre-emption rights of shareholders
12. Resolution regarding authorization for the Board of Directors to resolve upon the new issue of shares, warrants and/or convertibles with deviation from the pre-emption rights of shareholders
13. Conclusion of the meeting
Point 8, 9 and 10
Shareholders representing around 57 % of the votes propose:
- the Board shall be composed of four Board members and the company shall have one Auditor.
- the chairman of the Board is awarded SEK 178 000 in remuneration, Sven-Erik Zachrisson is awarded SEK 100 000 in remuneration and each of the other Board members elected by the Annual General Meeting are awarded SEK 44 500 in remuneration. The remuneration may be paid against invoice from a board member provided it doesn’t result in any additional costs for Gripen Oil & Gas AB (publ). If the remuneration is paid against invoice the remuneration shall be increased by a sum equivalent to applicable social security contribution and VAT.
- The Auditor shall be compensated in accordance with approved invoice.
- the re-election of My Simonsson, Stephen Crabtree, Peter Schweizer and Sven-Erik Zachrisson a as members of the Board.
- Carl Magnus Kollberg is re-elected as the Auditor of the company.
Point 11
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, at one or more occasions before the next Annual General Meeting, without deviation from the pre-emption rights of shareholders, resolve upon the new issue shares, warrants and/or convertibles. The issue/issues shall be made against cash payment. The subscription price shall correspond to the market value. The issue of shares, warrants and/or convertibles may increase the number of shares by a total of 53 500 000 shares.
Point 12
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, at one or more occasions before the next Annual General Meeting, with deviation from the pre-emption rights of shareholders, resolve upon the new issue shares, warrants and/or convertibles. The issue/issues shall be made against cash payment, contribution in kind and/or as a set-off. The subscription price shall correspond to the market value. The issue of shares, warrants and/or convertibles may increase the number of shares by a total of 10 700 000 shares. The purpose of the authorization and the reason for the deviation from the pre-emption rights of shareholders is to enable the board to, if and when necessary, quickly and in a cost effective way resolve upon the new issue of shares, warrants and/or convertibles to enhance the capital of the company and/or to increase the number shareholders’ in the company and/or to enable the acquisition of other companies or operations. The Annual General Meetings resolution is valid provided that it is supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
The number of shares and votes
When this notice to attend the Annual General Meeting was issued, the total number of shares and votes in the company was 107 110 760. The company holds no own shares.
Miscellaneous
The Annual Report, the Auditors’ Report as well as proxy forms will be available at the company at the latest three (3) weeks before the Annual General Meeting. The complete proposals under point 8-12 above will be available at the company at the latest two (2) weeks before the Annual General Meeting. All of the aforementioned documents will be available at the company’s website; www.gripenab.com under the above mentioned period. Copies of the documents will be sent, free of charge, on request to such shareholders who provide their address from the date they come available. The shareholders are informed of their right to, at the Annual General Meeting, request information from the Board and the Managing Director in accordance with chapter 7 article 32 of the Swedish Companies Act.
Stockholm, April 2015
Gripen Oil & Gas AB (publ)
The Board of Directors