Extraordinary General Meeting in Tethys Oil
N.B. The English text is an in-house translation of the original Swedish text.
Should there be any disparities between the Swedish and the English text, the
Swedish text shall prevail.
The shareholders of Tethys Oil AB (publ) (the “Company”) are invited to attend
the Extraordinary General Meeting on Friday November 14th 2014, at 11 a.m.
(CET) at Van der Nootska Palatset, S:t Paulsgatan 21 in Stockholm. The
background to the invitation is the board of directors’ proposal to initiate a
long term incentive programme with the purpose to strengthen the group’s
ability to retain and attract personnel.
Notification
To be entitled to participate at the Meeting, shareholders must first be
included in the register of shareholders maintained by Euroclear Sweden AB (the
Swedish Central Securities Depository & Clearing Organisation) as per Saturday
November 8th, 2014, second notify Tethys Oil AB of their intention to attend no
later than Monday November 10th, 2014; by mail to Tethys Oil AB, Hovslagargatan
5 B, SE-111 48 Stockholm, Sweden, by fax +46 (0)8 505 947 99 by telephone: +46
(0)8 505 947 00, or by e-mail egm@tethysoil.com. Notifications should state
names, personal or corporate identity numbers and registered shareholdings.
For entitlement to participate at the Meeting, shareholders with
nominee-registered holdings must temporarily re-register their shares in their
own names in the register of shareholders maintained by Euroclear Sweden
through their nominees in good time before November 8th 2014. Since November
8th is a Saturday, shareholders must be included in the register of
shareholders no later than the preceding weekday, i.e. Friday November 7th
2014.
Agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting register.
4. Election of at least one person to approve the minutes.
5. Approval of the agenda.
6. Determination as to whether the Meeting has been duly convened.
7. The proposal of the board of directors for a resolution on the issue of
warrants and approval of transfer of warrants.
8. Closing of the Meeting.
Proposals for resolutions
Resolutions in respect of Chairman of the Meeting and the proposal of the board
of directors for a resolution on the issue of warrants and approval of transfer
of warrants (items 2 and 7)
Election of chairman for the Meeting (item 2)
Lawyer Carl Westerberg is proposed as chairman of the General Meeting.
The proposal of the board of directors for a resolution on the issue of
warrants and approval of transfer of warrants (item 7)
The board of directors proposes the extraordinary general meeting to resolve on
an issue of warrants and on the approval of transfer of warrants in accordance
with the below.
The board of directors proposes that the Company shall issue a maximum of
178,000 warrants. The right to subscribe for warrants shall, with deviation
from the shareholder’s preferential rights, belong to Tethys Oil Spain AB, reg.
no. 556658-1442 (the “Subsidiary”), a wholly owned subsidiary of the Company,
with a right and obligation for the Subsidiary to transfer the warrants to
employees in the group and certain consultants.
The warrants shall be issued to the Subsidiary without compensation and
subscription of the warrants shall take place on a separate subscription list
not later than 28 November 2014.
Employees in the group and certain consultants shall be entitled to acquire
warrants from the Subsidiary. The following three categories shall be entitled
to acquire warrants from the Subsidiary (the highest number of warrants any
person in the respective categories can be allotted is stated in parentheses):
the CEO of the group (40,000), senior executives (40,000), and other employees
and certain consultants (98,000). Application to purchase warrants shall be
made not later than on 12 December 2014. Each person entitled to purchase
warrants may apply to purchase warrants in lots corresponding to either the
maximum amount of warrants offered or reduced by lots of 1,000 warrants. The
allocation is not guaranteed and is conditional upon that it is possible to
legally acquire the warrants and that this according to the assessment of the
board directors can be done with reasonable administrative and financial costs.
The allocation of warrants is further subject to that the employee, at the time
of allocation, not having given or been given notice of termination from his/
her employment in the group. The board of directors of the Company shall
resolve on and implement the allocation in accordance with the above.
If not all warrants are acquired, any remaining warrants shall be retained in
the Subsidiary. The board of directors of the Company shall be entitled to
resolve on the transfer of such warrants to any new additional senior
executives and other key personnel.
The warrants shall be transferred free of charge to the participants and the
group shall account for any income tax for the participants to the extent such
tax is attributable to the programme. Compensation to the participants for
their income tax, if any, shall be equal to the income tax they have to pay on
an income corresponding to obtained warrants’ calculated market value plus the
income tax they have to pay for the subsidy to obtain such tax
compensation.
Each warrant entitles the holder to subscribe for one new share in the Company
during the period from and including the day of the registration of the
warrants with the Swedish Companies Registration Office up to and including 31
May 2017. The subscription price shall be equal to an amount corresponding to
approximately 116.67 per cent (100 per cent. plus five-sixths (5/6) of 20 per
cent.) of the volume-weighted average of the quoted price paid for the
Company’s share on NASDAQ OMX Stockholm during the period from and including 17
November 2014 up to and including 28 November 2014. The increase of the
Company’s share capital will, upon exercise of the warrants, amount to not more
than SEK 29,667.
The reason for deviating from the shareholders’ preferential rights is to
ensure that the group can retain and recruit qualified and committed personnel
on a global market for oil companies by offering such persons to participate
in a long term incentive programme.
The board of directors proposes that the Meeting authorizes the board of
directors of the Company to implement the issue resolution and to ensure that
the board of directors of the Subsidiary implements the transfer of warrants.
It is further proposed to authorise the board of directors to make such minor
adjustments in the general meeting’s resolutions as may be required in
connection with the registration with the Swedish Companies Registration Office
and the affiliation of the warrants with Euroclear Sweden AB.
Documents for the Meeting
The board of directors’ complete proposal to a resolution under item 7 together
with relevant documents and proxy forms (see below) will be available from the
Company (address and telephone number stated above) and on the Company’s web
page www.tethysoil.com not later than October 24th, 2014. The documents will be
sent free of charge to shareholders upon request.
Shareholders who are represented by proxy must authorize such proxy by issuing
a power of attorney. If such power of attorney is issued by a legal entity, an
attested copy of the certificate of registration evidencing the authority to
issue the power of attorney must be attached. The original power of attorney
and the certificate of registration, where applicable, should be sent to Tethys
Oil, Hovslagargatan 5 B, SE-111 48 Stockholm, Sweden, well in advance of the
Meeting. A form to use for a power of attorney can be found on Tethys Oil AB’s
website www.tethysoil.com.
Majority Requirements
For a resolution in accordance with item 7 to be valid, the resolution must be
supported by shareholders representing at least nine-tenths of the votes cast
and the shares represented at the General Meeting. A general meeting in the
Subsidiary must further also approve the resolution on transfer of warrants.
Disclosures at the Extraordinary General Meeting
The Board of Directors and President shall, if requested by any shareholder and
if the Board is of the opinion that it can be done without causing material
harm to the Company, provide disclosures about conditions that may impact
assessment of an item of business on the agenda, about conditions that may
impact assessment of the Company's or a subsidiary's financial situation, and
about the Company's relationship with other Group company.
Shares and votes
On the day this notice was issued, Tethys Oil AB had a total of 35,543,750
shares in issue with one vote each.
Stockholm, October 2014
TETHYS OIL AB (publ)
The Board of Directors
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The information in this press release has been made public by the Company in
accordance with the Securities Market Act and/or the Financial Instruments
Trading Act. The information was published at 08.00 a.m. CET on 21 October
2014.
Tethys Oil AB (publ)
Tethys Oil is a Swedish energy company focused on exploration and production of
oil and natural gas. Tethys Oil’s core area is Oman, where the company is one
of the largest onshore oil and gas concession holders. Tethys Oil also has
exploration and production assets onshore France and Lithuania. The shares are
listed on NASDAQ OMX Stockholm (TETY) in Stockholm.
Website: www.tethysoil.com
