The shareholders of Tethys Oil AB (publ) gathered in Stockholm, Sweden,
Wednesday 13 March 2015 for the Annual General Meeting.
The income statements and the balance sheets for the Company and the
Group were approved and the Board of Directors and the Managing Director
were discharged from liability for the financial year 2014.
The Meeting resolved on a total distribution of SEK 3.00 per share to
the shareholders for the financial year 2014, equal to MSEK 106 in
total, given the company’s current holding of own shares. The
distribution will be made partly by a cash dividend of SEK 1 per share
and partly by a share redemption procedure resolved on by the Meeting
comprising a share split whereby every share is split into one new
ordinary share and one redemption share, where after the redemption
share is automatically redeemed at SEK 2 per redemption share. For
technical reasons the Meeting also resolved on a bonus issue to restore
the Company’s share capital following the redemption procedure. The
balance of retained earnings after the dividend will be retained in the
Magnus Nordin, Katherine Stövring and Per Brilioth were appointed to the
Board of Directors (all re-elected). Dennis Harlin and Geoffrey Turbott
were elected as new directors. Dennis Harlin was elected as new Chairman
of the Board.
The Meeting approved remuneration of the members of the Board of
Directors and the Chairman of the Board of Directors, including Board
Committee membership, to be as follows: (i) annual fees of the members
of the Board of Directors of SEK 230,000 (excluding the Chief Executive
Officer); (ii) annual fees of the Chairman of the Board of Directors of
SEK 540,000; (iii) annual fees for Committee members of SEK 35,000 per
Committee assignment (excluding the Chairman of the Audit Committee);
and (iv) annual fees for the Chairman of the Audit Committee Chairman of
SEK 65,000. The total fees for Committee work, including Committee
Chairmen fees shall not exceed SEK 310,000.
The registered accounting firm PricewaterhouseCoopers AB was re-elected
as the auditor of the Company, with authorised public accountant Johan
Malmqvist as the auditor in charge, for a period until the end of the
2016 Annual General Meeting. The auditors’ fee shall be paid upon
approval of their invoice.
The Meeting approved the Board of Directors’ proposal regarding
guidelines for compensation of senior executives.
The Meeting approved the Nomination Committee’s proposal for Nomination
Committee and nomination procedure for the Annual General Meeting 2016.
The Meeting resolved in accordance with the proposal of the Board of
Directors to issue warrants and approved transfer of warrants. Under the
resolution, the Company may issue a maximum of 356,000 warrants. Each
warrant entitles to subscription for one new share in the Company during
the period from and including 23 May 2018 up to and including 5 October
2018. The subscription price shall be equal to an amount corresponding
to approximately 122.50 per cent of the volume-weighted average of the
quoted price paid for the Company’s share on Nasdaq Stockholm during the
period from and including 28 April 2015 up to and including 12 May 2015.
The increase of the Company’s share capital will, upon exercise of the
warrants, amount to not more than SEK 59,350. 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 Meeting resolved to authorize the Board of Directors to, up until
the Annual General Meeting 2016, resolve on purchases of Tethys Oil’s AB
own shares. The Meeting also resolved to authorize the Board of
Directors to resolve on transfer of own shares.
The meeting resolved to authorize the Board of Directors to resolve, at
one or several occasions until the Annual General Meeting 2016, decide
upon an issue of shares in the Company against payment in cash, in kind
or through set-off and with the right to deviate from the shareholders’
preferential rights. The purpose of the authorisation and the reason for
the deviation from the shareholders’ preferential rights is to
facilitate the raising of capital for acquisitions and the Company’s
operations. The total number of shares that may be issued may not exceed
10.0 per cent of the total number of shares in the Company,
corresponding to an issue of 3,554,375 shares calculated on the basis of
the current number of shares issued by the Company. To the extent new
issues of shares are made with deviation from the shareholders’
preferential rights, such issues shall be made on market conditions.
Managing director Magnus Nordin addressed the AGM and updated
shareholders on the company’s progress. Magnus Nordin stated that Tethys
Oil stands stronger than ever. “We are strong enough to pay a dividend
and distribute a total of MSEK 106 back to shareholders, corresponding
to SEK 3.00 per share. We are strong enough to pursue new projects, both
in Oman and elsewhere. And we are strong enough to continue investing in
Blocks 3 and 4 to enable continued grow.”
For further information, please contact
Magnus Nordin, managing director, phone +46 8 505 947 00
Tethys Oil AB (publ) discloses the information provided herein pursuant
to the Securities Market Act and/or the Financial Instruments Trading
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 Stockholm (TETY).