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Extraordinary General Meeting in Tethys Oil

2016-09-21T09:49:00 CET

Extraordinary General Meeting in Tethys Oil

The shareholders of Tethys Oil AB (publ) are hereby invited to attend the Extraordinary General Meeting on Tuesday October 25th 2016, at 09.30 a.m. at Näringslivets Hus, Storgatan 19 in Stockholm.

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 of Wednesday, October 19, 2016, second notify Tethys Oil AB of their intention to attend no later than Wednesday, October 19, 2016; 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 Wednesday October 19, 2016.

Shareholders represented by proxy must submit a power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration, indicating the competence to issue the power of attorney, must be attached. The power of attorney may not be valid for a longer period than one year from its issuance, however, the power of attorney may be valid for up to five years from its issuance if so explicitly stated. The original power of attorney and certificate of registration should be submitted, in due time prior to the Extraordinary General Meeting, to Tethys Oil AB, Hovslagargatan 5 B, 111 48 Stockholm. A form of power of attorney is available on Tethys Oil AB's website, www.tethysoil.com.

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 resolutions on (a) a share split, (b) a reduction of the share capital with redemption of shares and (c) an increase of the share capital by way of a bonus issue.
  8. Closing of the Meeting.

Proposals for resolutions

The proposal of the Board of Directors for resolutions on (a) a share split, (b) a reduction of the share capital with redemption of shares and (c) an increase of the share capital by way of a bonus issue (item 7)

The Board of Directors' proposals pursuant to sections (A) - (C) above are conditional upon each other and are therefore to be resolved upon as one resolution

(A) Share split

The Board of Directors proposes that one share in the company is split (share split) into two shares (1:2), of which one share is to be named redemption share and redeemed as set out in section (B) below. The record date for the share split shall be on Wednesday, 2 November 2016. Following completion of the share split, the number of shares will be changed from 35,543,750 to 71,087,500 and the quota value of each share will be changed from approximately SEK 0.1667 to approximately SEK 0.0834.

In conjunction with the proposed share split, the Board of Directors also proposes the following amendment to the articles of association: 

Current wording Proposed wording
§ 5 Antal aktier / Number of shares

Antalet aktier skall uppgå till lägst 12.000.000 och högst 48.000.000. The number of shares shall amount to not less than 12,000,000 and not more than 48,000,000.
§ 5 Antal aktier / Number of shares

Antalet aktier skall uppgå till lägst 70.000.000 och högst 280.000.000. The number of shares shall amount to not less than 70,000,000 and not more than 280,000,000.

(B) Reduction of the share capital with redemption of shares

The Board of Directors proposes that the share capital of the company is reduced by SEK 2,962,812.67 by compulsory redemption of 35,543,750 shares. The shares that are to be redeemed are those that, following the share split pursuant to section (A) above, are named redemption shares. The record date for the redemption of redemption shares shall be on Friday, 18 November 2016. The company intends to promote arrangements for customary trade in the redemption shares.

The purpose of the reduction is repayment to the company's shareholders and, to the extent the reduction of the share capital is executed by redemption of own shares held by the company, allocation to unrestricted shareholders' equity.

For each redeemed ordinary share a redemption price of SEK 3.00 will be paid. The redemption price exceeds the quota value of an ordinary share with approximately SEK 2.9166. The part of the redemption price that exceeds the quota value of a share will be transferred from the non-restricted equity of the company, however not in relation to redeemed shares that are held by the company.

Payment of the redemption price will be made no later than ten banking days after the resolutions on the share split pursuant to section (A) above, the reduction of the share capital pursuant to this section (B) and the increase of the share capital by way of a bonus issue pursuant to section (C) below have been registered with the Swedish Companies Registration Office.

Following completion of the reduction, the share capital of the company will amount to SEK 2,962,812.67, divided among 35,543,750 shares.

In conjunction with the proposed reduction of the share capital with redemption of shares, the Board of Directors also proposes the following amendment to the articles of association:

Wording following resolution pursuant to item (A) above Proposed wording
§ 5 Antal aktier / Number of shares

Antalet aktier skall uppgå till lägst 70.000.000 och högst 280.000.000. The number of shares shall amount to not less than 70,000,000 and not more than 280,000,000.
§ 5 Antal aktier / Number of shares

Antalet aktier skall uppgå till lägst 12.000.000 och högst 48.000.000. The number of shares shall amount to not less than 12,000,000 and not more than 48,000,000.

The reduction can be effected without obtaining the authorisation of the Swedish Companies Registration Office or a court of general jurisdiction, as the company, at the same time, carries out a bonus issue pursuant to section (C) below, resulting in no reduction of the restricted shareholders' equity of the company or its share capital.

(C) Increase of the share capital by way of a bonus issue

The Board of Directors proposes that the share capital of the company is increased by way of a bonus issue. The share capital is to be increased by SEK 2,962,812.67 by way of transfer of SEK 2,962,812.67 from the non-restricted equity of the company. No new shares are to be issued in connection with the increase of the share capital. Following completion of the bonus issue, the share capital of the company will amount to SEK 5,925,625.34 and the quota value of each share will be changed from approximately SEK 0.0834 to approximately SEK 0.1667.

Documents for the Extraordinary General Meeting

Copies of Tethys Oil AB's Annual Report which contains the most recently adopted balance sheet and profit and loss account and audit report will be available at the Tethys Oil's head offices in Stockholm and on the Company's website, at the addresses provided above, not later than 4 October, 2016. The other documents for the Meeting, including Proxy forms (see above) and the Board of Directors' full proposal for a resolution in accordance with item 7, the Board of Directors' report and the auditor's statement pursuant to Chapter 12 Section 7 of the Swedish Companies Act, the Board of Directors' statement pursuant to Chapter 20 Section 8 of the Swedish Companies Act as well as the auditor's statement in accordance with Chapter 20 Section 8, Chapter 20 Section 12 and Chapter 20 Section 14 of the Swedish Companies Act 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 4 October, 2016. The documents will be sent free of charge to shareholders upon request.

Majority Requirements

For the resolutions in accordance with the Board of Directors proposal under item 7 in the proposed agenda to be valid, the resolution must be supported by shareholders representing at least two-thirds of the votes cast and the shares represented by the Extraordinary General Meeting.

Disclosures at the Extraordinary General Meeting

The Board of Directors and President shall, if requested by any shareholder and if the Board of Directors 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. Tethys Oil AB further held 1,329,224 own shares as on the date of this notice.

Stockholm, September 2016

TETHYS OIL AB (publ)

The Board of Directors

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This information is information that Tethys Oil AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation.

Tethys Oil AB (publ)

Tethys Oil is a Swedish energy company focused on exploration and production of oil. Tethys Oil's core area is the Sultanate of Oman, where the company is one of the largest onshore oil concession holders with a current net production of about 12,000 barrels of oil per day. Tethys Oil also has exploration and production assets onshore Lithuania and France. The shares are listed on Nasdaq Stockholm (TETY).

Website: www.tethysoil.com

Bilagor

Om Tethys Oil

Tethys Oil är ett svenskt oljebolag med fokus på onshoreområden med kända oljefynd. Tethys kärnområde är Oman, där bolaget har 22 miljoner fat i bevisade och sannolika oljereserver och 17 miljoner fat i betingade resurser 2C. Under 2017 hade Tethys Oil en genomsnittlig oljeproduktion om 12 162 fat om dagen från Block 3&4. Tethys Oil har också prospekteringstillgångar onshore Frankrike och Litauen och viss produktion i Litauen. Aktierna är noterade på Nasdaq Stockholm (TETY).