Notice to extra General Meeting in Gripen Oil & Gas AB (publ)
The shareholders of Gripen Oil & Gas AB (publ), company registration no 556693-8014, are hereby given notice convening an Extra General Meeting on January 28h 2016 at 10 am at the company’s office at Engelbrektsgatan 7, 2nd floor, 114 32 Stockholm.
Right to participate
Shareholders that wish to participate in the procedures at the Extra General Meeting must by no later than January 22nd 2016 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 January 22tnd 2016 give notice to the company of their intention to participate in the Extra General Meeting.
To be entitled to participate in the Extra 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, well in time before January 22nd 2016, request owner-registration at the bank or broker holding the shares.
Notice of participation
Notice of intention to participate in the Extra General Meeting shall be given in writing by mail addressed to Gripen Oil & Gas AB (publ), Engelbrektsgatan 7, 2nd floor, 114 32 Stockholm, 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, shareholdings 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 Extra 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. Decision to adopt new articles of association:
a) Decision to reduce the share capital without redemption of shares
b) Decision to change the limits of share capital
7. Decision on delisting
8. Decision on authorization to issue shares
9. Conclusion of the meeting
Proposal under item 6; Decision to adopt new articles of association:
a); Decision to reduce the share capital without redemption of shares.
The Board proposes that the shareholders decide to reduce the company share capital with SEK 10,175,522.20 by allocation to a non-restricted reserve to be used in accordance with the shareholders’ decision. The reduction of the share capital will be made without redemption of shares by changing the share quota value from SEK 0.10 to SEK 0.005 per share. It is noted that the decision to reduce the share capital requires permission from the Swedish Companies Registration Office. After registration of the share capital reduction, the share capital will amount to SEK 535,553.80 distributed on 107,110,760 shares with a quota value of SEK 0.005 per share.
The proposed decision will be a step towards increasing the flexibility between non-restricted and restricted capital in the company.
b) Decision to change the limits of share capital
As a consequence of the reduction of the company’s share capital according to item 6.a, the Board proposes that new articles of association are adopted including a change of the share capital to a minimum of SEK 500,000 and a maximum of 2,000,000.
The shareholders’ decisions according to 6.a)-b) above will be regarded as one decision.
Proposal under item 7; Decision on delisting
The board of directors proposes that the general meeting resolves that the company shall take all measures required for the company to be delisted when the board deems it appropriate and practicable.
The background to the proposed delisting is the existing marketplace’s aversion towards companies with operations or subsidiaries outside Sweden. Based on the current challenging market for exploration and exploitation of geo-resources and the difficulty of developing profitable oil and gas assets in Sweden, the board considers it to be of great importance to have flexibility to evaluate and acquire projects and companies outside Sweden.
The Board will evaluate alternative listings for Gripen Oil & Gas. The company will inform the market as soon as something has been decided with regard to a new marketplace for the shares.
Proposal under item 8; Decision on authorization to issue shares
The Board of Directors proposes that the Extra General Meeting authorizes the Board of Directors to, at one or more occasions before the next Extra General Meeting, with our 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, 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 maximum of 292,889,240 shares corresponding to an increase in share capital of maximum SEK 1,464,446.20 subject to that the EGM votes in favour of the proposals under items 6 a) and b).
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 General Meeting’s 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 Extra 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
All documents related to the upcoming Extra General Meeting will be available at the company’s website; www.gripenab.com at least three weeks prior to the EGM. 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 Extra General Meeting, request information from the Board and the Managing Director in accordance with chapter 7 article 32 of the Swedish Companies Act.
Stockholm, December 2015
Gripen Oil & Gas AB (publ)
The Board of Directors