The shareholders of Tethys Oil AB (publ) are hereby invited to attend
the Annual General Meeting on Wednesday May 13th 2015, at 3 p.m. at
Spegelsalen, Grand Hôtel, Södra Blasieholmshamnen 8, 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 Thursday, May 7, 2015, second notify Tethys Oil AB
of their intention to attend no later than Thursday, May 7, 2015; 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 agm@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 May 7, 2015.
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 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. Speeches by the Managing Director and the management of the Company.
8. Presentation of the annual report and the auditors’ report, the
consolidated annual report and the auditors’ group report.
9. Resolution in respect of adoption of the profit and loss statement
and the balance sheet and the consolidated profit and loss statement
and consolidated balance sheet.
10. Resolution in respect of appropriation of the Company’s profit or
loss according to the adopted balance sheet.
11. Resolution in respect of discharge from liability of the members of
the Board of Directors and the Managing Director.
12. Resolution in respect of number of members of the Board of Directors
and auditors.
13. Resolution in respect of the fees payable to the Board of Directors
and the auditors.
14. Election of members of the Board of Directors, Chairman of the Board
of Directors and auditor.
15. Resolution in respect of guidelines for compensation to senior
executives.
16. Resolution in respect of a Nomination Committee and nomination
procedure for the Annual General Meeting 2016.
17. The proposal of the Board of Directors for a resolution on the issue
of warrants and approval of transfer of warrants.
18. Resolution in respect of an authorization of the Board of Directors
to resolve on repurchase of own shares.
19. Resolution in respect of an authorization of the Board of Directors
to resolve on the transfer of own shares.
20. Resolution in respect of an authorization of the Board of Directors
to resolve on new issues of shares.
21. 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
22. Other matters.
23. Closing of the Meeting.
Proposals for resolutions
Resolutions in respect of Chairman of the Meeting, the number of members
of the Board of Directors and auditors, fees payable to the Chairman of
the Board of Directors, other members of the Board of Directors and
auditor, election of Chairman of the Board of Directors, other members
of the Board of Directors and auditor (items 2, 12, 13 and 14).
Tethys Oil AB’s Nomination Committee for the 2015 Annual General
Meeting, consisting of Jan Risberg (Chairman), Mikael Petersson, Göran
Källebo and Staffan Knafve, proposes the following:
* Carl Westerberg to be appointed as Chairman of the Annual General
Meeting.
* Five members of the Board of Directors to be appointed without deputy
members.
* Re-election of Per Brilioth, Magnus Nordin and Katherine Stövring and
election of Dennis Harlin and Geoffrey Turbott as members of the Board
of Directors for a period until the end of the 2016 Annual General
Meeting. Staffan Knafve and Jan Risberg have declined re-election.
Dennis Harlin, born 1941, has the following experience: Brigadier
general (ret.), Military Academy higher technical course. Dennis
Harlin was vice president SAAB/Gripen International 1996-2009. He has
also served as defense attaché in Bern and Rome and seconded to
Ministry of Foreign Affairs. Dennis Harlin was the chairman of Tethys
Oil’s nomination committee during the years 2013 and 2014. Dennis
Harlin is independent in relation to the Company and the Company’s
management as well as in relation to the Company’s major shareholders.
Geoffrey Turbott, born 1963, has the following experience: Member of
Institute of Chartered Accountants of New Zealand, he has also worked
with public companies in which the Lundin family holds a major
shareholding from 1995 to 2013, whereof he served as Chief Financial
Officer and Vice President of Finance at Lundin Petroleum AB from 2002
to 2013 Geoffrey Turbott is independent in relation to the Company and
the Company’s management as well as in relation to the Company’s major
shareholders.
* Election of Dennis Harlin as Chairman of the Board of Directors.
* 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. It should be noted that
Staffan Knafve and Jan Risberg abstained from participating in the
decision regarding remuneration to the members of the Board of
Directors and the Chairman of the Board of Directors.
* Re-election of the registered accounting firm PricewaterhouseCoopers
AB 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 auditor's fees shall be payable upon approval of their invoice.
The Nomination Committee has obtained support of its proposal from
shareholders representing approximately 25 per cent of the shares of the
Company.
Resolution in respect of appropriation of the Company’s profit or loss
(item 10)
The Board of Directors[1] proposes a dividend for the financial year
2014 of SEK one (1) per share. As the record date for the dividend, the
Board of Directors proposes Monday, May 18, 2015. If the Meeting
approves the proposal, the dividend will be paid through Euroclear
Sweden AB on Thursday, May 21, 2015.
Resolution in respect of guidelines for compensation to senior
executives (item 15)
It is the aim of Tethys Oil to recruit, motivate and retain executives
capable of achieving the objectives of the Group, and to encourage and
appropriately reward superior performance in a manner that enhances
shareholder value. Accordingly, the Group operates a Policy on
Remuneration which ensures that there is a clear link to business
strategy and a close alignment with shareholder interests, and aims to
ensure that executives are rewarded fairly for their contribution to the
Group’s performance.
The remuneration package of the executives in the Group (which includes
the Managing Director, the Chief Financial Officer and the Executive
Vice President Corporate Development) contains five components: a) basic
salary; b) pension arrangements; c) yearly variable salary, including
right to participate in share based long term incentive programmes; d)
non-financial benefits; and e) severance payments. The Board of
Directors may deviate from the guidelines if there are particular
grounds for it. More details are to be found in the Board of Directors’
full proposal.
Resolution in respect of a Nomination Committee and nomination procedure
for the Annual General Meeting 2016 (item 16)
The representatives of the Nomination Committee shall be appointed
through a procedure where the Chairman of the Board of Directors
contacts the three largest shareholders based on shareholders statistics
from Euroclear Sweden AB as per 30 September 2015, and that such
shareholders each appoints a representative to, together with the
Chairman of the Board of Directors, constitute the Nomination Committee
up until the next Annual General Meeting, or, if applicable, up until a
new Nomination Committee has been appointed. If the Chairman of the
Board of Directors, directly or through companies, would be one of the
three aforementioned largest shareholders, the Nomination Committee
shall be composed of three members only (the chairman and the two
representatives appointed by the other two large shareholders).
Should a representative resign from the Nomination Committee before its
work is completed and provided that the Nomination Committee considers
it necessary, a substitute shall be appointed by the same shareholder
that has appointed the resigning representative, or, if this shareholder
is no longer one of the largest shareholders in terms of votes, a
replacement will be approached among the larger shareholders.
The Nomination Committee shall appoint one of its members as chairman.
The composition of the Nomination Committee shall be made public on the
Company's web site as soon as the Nomination Committee has been formed
and no later than six months before the Annual General Meeting. In the
event that the ownership structure is changed after the nomination
committee has been composed such that one or several shareholders that
have appointed a representative to the Nomination Committee is no longer
in the group of the three largest shareholders in terms of votes, the
composition of the Nomination Committee may be changed in accordance
therewith if the Nomination Committee considers that so is necessary.
The tasks of the Nomination Committee shall be to prepare, for the next
shareholders' meeting, proposals in respect of number of directors of
the Board, remuneration to the Chairman of the Board of Directors, the
other directors of the Board and the auditors respectively,
remuneration, if any, for committee work, the composition of the Board
of Directors, the Chairman of the Board of Directors, resolution
regarding the Nomination Committee, Chairman at the Annual General
Meeting and election of auditors. The company shall pay for reasonable
costs that the Nomination Committee has considered to be necessary in
order for the Nomination Committee to be able to complete its
assignment.
The proposal of the Board of Directors for a resolution on the issue of
warrants and approval of transfer of warrants (item 17)
The Board of Directors proposes the 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 356,000 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.
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 22 May 2015.
Employees in the group 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 (78,000), senior executives (78,000), and other
employees (200,000). Application to purchase warrants shall be made not
later than on 29 May 2015.
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 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 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 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.
Resolution in respect of an authorisation for the Board of Directors to
resolve on repurchase of shares (item 18)
The Board of Directors proposes that the Meeting resolve to authorise
the Board of Directors to, up until the Annual General Meeting 2016,
resolve on purchases of Tethys Oil’s AB own shares, in accordance with
the following.
1. Purchases may be effected on Nasdaq Stockholm.
2. The authorization may be used at one or several occasions before the
Annual General Meeting 2016.
3. Purchases may be made by a maximum of so many shares that the
Company’s holding of own shares after the purchase amounts to a
maximum of one-tenth of all the shares in the Company.
4. Purchases of the Company’s own shares may be effected on Nasdaq
Stockholm within the registered price interval from time to time.
The main reason of possible purchases is to give the company flexibility
regarding its equity and thereby optimize the capital structure of the
company. Possible purchases may also enable own shares to be used as
payment for, or financing of, acquisitions of companies or businesses.
The Board of Directors shall have the right to determine other
conditions for purchases in accordance with the authorisation.
Resolution in respect of an authorisation for the Board of Directors to
resolve on transfer of the Company’s own shares (item 19)
The Board of Directors proposes that the Meeting authorises the Board of
Directors to resolve on transfer of own shares to be used as payment
for, or financing of, acquisitions of companies or businesses. Transfer
of shares may be effected otherwise than on Nasdaq Stockholm up to the
number of shares which, at any time, are held by the Company. Transfer
of shares shall be made to an estimated market value and may deviate
from the shareholders’ preferential rights. Payment for transferred
shares may be made in cash, in kind or through set-off. The Board of
Directors also proposes that the Meeting authorises the Board of
Directors to, at any time, decide on the transfer of own shares (up to
an amount equal to the number of own shares held by the Company) during
the period up until and including the Annual General Meeting 2016,
through sales on Nasdaq Stockholm to a price within the registered price
range at any given time. The authorisation for transfer by sales on
Nasdaq Stockholm may be used on one or more occasions before the Annual
General Meeting 2016.
Resolution in respect of an authorization to the Board of Directors to
resolve on new issues (item 20)
The Board of Directors proposes that the Meeting authorises the Board of
Directors to, 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.
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
21)
The Board of Directors’[2] 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 is 27 May 2015. 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
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 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 is 12 June 2015.
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.
For each redeemed ordinary share a redemption price of SEK 2.00 will be
paid. The redemption price exceeds the quota value of an ordinary share
with approximately SEK 1.9166. 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. 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
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 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 Meeting
Tethys Oil AB’s Annual Report and audit report will be available at the
Company’s head offices in Stockholm and on the Company’s website., at
the addresses provided above, not later than 22 April, 2015. The other
documents for the Meeting, including Proxy form (see above) and the
Board of Directors’ proposed resolution in accordance with Chapter 18
Section 4, Chapter 19 Section 22 and Chapter 20 Section 8 of the Swedish
Companies Act as well as the auditor’s statement in accordance with
Chapter 8 Section 54, Chapter 20 Section 8 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 22 April, 2015. The documents will be
sent free of charge to shareholders upon request.
Majority Requirements
For a resolution in accordance with item 17 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 Meeting. A General
Meeting in the Subsidiary must further also approve the resolution on
transfer of warrants. For a resolution in accordance with the Board of
Directors proposal in accordance with items 18-21 to be valid, the
resolutions must be supported by shareholders representing at least
two-thirds of the votes cast and the shares represented by the Meeting.
Disclosures at the Annual 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 352,060 own shares as on the date of this notice.
Stockholm, April 2015
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
08.20 a.m. CET on 14 April 2015.
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)
in Stockholm.
Website: www.tethysoil.com
[1] Staffan Knafve and Jan Risberg did not participate in the
decision.
[2] Staffan Knafve and Jan Risberg did not participate in the
decision.