Shareholders of Malka Oil AB (publ) ("the Company") is hereby
summoned to an annual general meeting to be held Wednesday June 11,
2008 at 3 p.m at Operakällaren, Karl XII:s Torg in Stockholm.
Registration for the meeting begins at 2:30 p.m.
NOTIFICATION
Shareholders intending to attend the meeting must:
1) be recorded as shareholder in the shareholders register issued by
the Swedish Securities Register Center (VPC AB) not later than
Wednesday June 4, 2008.
2) notify the Company of their, and their assistants (if any),
intention to attend the meeting not later than Thursday June 5, 2008
at 4 p.m. Notification to attend should be made in writing to the
Company at address Malka Oil AB, Kaptensgatan 6, 114 57 Stockholm; by
telefax to +46 8 5000 7815; by e-mail to agm@malkaoil.se or by phone
to +46 8 5000 7810. When notification is made, name, address and
personal- or corporate registration number shall be stated together
with (daytime) telephone number and if applicable information on any
representative, proxy or advisor. If applicable, the notification
should also be accompanied by power of attorney, certificate of
incorporation stating who is entitled to sign for the legal entity
being represented and other proof of authority.
Shareholders holding their shares via nominees must temporarily
register their shares in their own names in the Shareholders Register
to be able to attend the meeting. The nominees should be contacted in
this matter well ahead of Wednesday June 4, 2008, when such
registration must be executed.
Agenda
1. Opening of the meeting
2. Preparation and approval of voting list
3. Election of chairman of the meeting
4. Approval of the agenda for the meeting
5. Election of one or two persons to, besides the chairman,
approve the minutes of the meeting
6. Decision as to whether the meeting has been duly convened
7. Statement by the managing director
8. Presentation of the annual reports and auditor's report as
well as the group accounts and the auditor's report for the group
9. Resolution regarding:
a. adoption of the profit and loss account and balance
sheet and the consolidated profit and loss account and consolidated
balance,
b. allocation of the company's profits and losses as set
forth in the adopted balance sheet, and
c. discharge from liability for members of the board of
directors and the managing director
10. Adaptation of the number of members of the board of
directors and, if applicable, deputies
11. Adaptation of remuneration of the board of directors and
auditors
12. Election of members of the board of directors and, if
applicable, deputies and the chairman of the board
13. Approval of the board's decision regarding change of
articles of association
14. Resolution regarding guidelines on compensation to the
company management
15. Decision on issuing of options for subscription for shares
for on-selling to employees.
16. Resolution regarding authorization for the board of
directors to issue new shares without derogation from the
shareholders' pre-emption right
17. Resolution regarding authorization for the board of
directors to issue new shares with derogation from the shareholders'
pre-emption right
18. Other matters and the closing of the annual general meeting
Accounting information and auditors' reports (item 8-9) as well as
the board of director's complete proposals for decisions regarding
item 13-17 will be held available at the Company's office at
Kaptensgatan 6, 114 57 Stockholm, from Wednesday May 28, 2008, and in
connection therewith be sent to the shareholders that so requests and
have stated their postal address. All of the abovementioned documents
will also be presented at the meeting.
Item 9 b. Allocation of the Company's results
The board of directors and the managing director proposes that the
Company's accumulated losses are brought forward in new account and
that no dividend shall be made for the financial year.
Item 10-12. Election of board of directors etc.
Shareholders, representing approximately 42,8 percent of the total
number of votes, have given the following proposal for decision.
* The board is proposed to, for the time until the next annual
general meeting, consist of seven (7) regular members and no
deputies.
* Remuneration to the board for the coming period is proposed to be
paid with a total amount of SEK 1 000 000, of which SEK 250 000
will be paid to the chairman of the board and SEK 125 000 each to
the other members of the board elected by the meeting and not
employed by the Company. Remuneration to the auditor is proposed to
be paid in accordance with approved invoice.
* Re-election of the present members Michail Malyarenko, Torbjörn
Ranta, Alexander Merko, Thomas Lifvendahl, Nils Nilsson and Mats
Gabrielsson is proposed. Paal Hveem has declined re-election. New
election is proposed for Peter Lindh. It is also proposed that Mats
Gabrielsson is elected chairman of the board.
Item 13. Change of articles of association
The board proposes that the meeting decides that the current articles
of association are to be changed. The wording of Section 4 is
proposed to be changed from "The share capital shall be at least SEK
46 926 000 and at most SEK 187 704 000" to "The share capital shall
be at least SEK 100 000 000 and at most SEK 400 000 000" and the
wording of Section 5 is proposed to be changed from "The amount of
shares shall be at least 93 852 000 and at most 375 408 000" to "The
amount of shares shall be at least 200 000 000 and at most 800 000
000".
Item 14. Resolution regarding guidelines on compensation to the
company management
The board proposes that the annual general meeting decides guidelines
on compensation to the company management in the Malka Oil group,
with in principally the following content:
The guidelines shall apply to compensation and other employment
conditions for the MD and other members of the Group's management
("the Group management"). The company shall strive to offer a total
compensation that is reasonable and competitive given the conditions
in the individual country. The compensation shall vary in accordance
with the individual's and the Group's performance. The total
compensation to the Group management shall consist of (i) Fixed
salary (which shall be adjusted yearly). (ii) Variable salary (shall
amount to a maximum of two times the annual Basic salary), (iii)
Long-term incentives, (iv) Insurable benefits and (v) Other benefits
(which shall correspond to what normally occurs within the market).
The notice of termination period shall be a maximum twelve months
upon termination initiated by the Company and a maximum six months
upon termination initiated by a member of the Group management. In
individual cases the board may approve severance pay in addition to
the notice of termination period. Severance pay may only be paid
following termination by the Company's part or where a member of the
Group management resigns due to a significant change in the work
situation, which would result in him or her not being able to perform
the work satisfactorily. The board shall reserve the right to deviate
from these guidelines in individual cases if there is special reason
for this.
The complete proposal from the board is included in the Directors'
report in the Annual Report.
Item 15. Decision on issuing of options for subscription for shares
for on-selling to employees.
The board of directors propose that the annual general shareholders'
meeting decide on an issue of options for subscription for shares for
on-selling to employees on the following terms.
The Company shall, gratuitously, issue a maximum number of 6 000 000
options, each of which entitles to subscription of one (1) share in
the Company (each share with a quotient value of SEK 0.50). The
options shall, with deviation from the shareholders' preferential
rights, only be subscribed for by the Russian subsidiary company OOO
STS-Service ("the Subsidiary"), whereupon the Subsidiary shall assign
the options to present and future employees within the Group ("the
Participants") in accordance with further directions from the board
of directors as below. The Participants shall acquire the options to,
at each occasion, market value determined through an external
valuation by use of an established valuation method (Black & Scholes
- method). The Participants' rights to acquire the options are
proposed to be differentiated with reference to the employee's
position, responsibility and achievements in the Group. In accordance
with this background the Participants shall be divided into the
following categories: management in the Group and key personnel in
the Group. Each of the Participants in the two categories are
calculated to be assigned a maximum of 2 000 000 and 500 000 options
respectively. The members of the board of directors shall not have
the right to acquire options according to the presented program.
A condition for being assigned the right to acquire options is that
the Participant has signed a special pre-emption agreement with the
Company that gives the Company the right to redeem the options at
market value.
Assignment of the options to Participants outside of Sweden shall be
dependant upon that no legal impediments exist and that the board of
directors assesses that such an assignment can be made with
reasonable administrative and/or financial resources.
The options may be exercised for subscriptions for shares during the
period from 2010-05-01 to 2010-06-30. The period for subscription is
therefore approximately 2 years from the time of issuing of the
options. The exercise price for each share shall be equal to 125
percent of the volume-weighted average price during the ten business
days following the annual general shareholders' meeting (but may not
be lower than the quotient value of the share) according to the
quoted last paid price in First North's daily official list for
shares in the Company, after rounding off to the closest SEK 0.1 (but
not lower then the quotient value of the share). Days on which no
last paid price is quoted shall not be included in the calculation.
On full exercise of the options according to the present proposal,
the Company's share capital may be increased by SEK 3 000 000 divided
between 6 000 000 shares, resulting in a dilution of approximately
2.1 percent of the total number of outstanding shares and votes. This
dilution has been calculated as the number of shares and votes that
can be issued, divided with the total amount of shares and votes
after such an issue.
The annual general shareholders' meeting in 2006 made a decision on
issuing 7 400 000 options which were subscribed for by the Subsidiary
for on-selling to the members of the board of directors and to the
employees. Subscription for shares using the options that were issued
in 2006 can be made during June 2008. The Company's share capital
can, on a full exercise of the options described in the section above
and the incentive programme approved by the annual general
shareholders' meeting in 2006, increase with a total of SEK 6 700 000
divided between 13 400 000 shares, resulting in a dilution of ca 4.6
percent of the Company's share capital and total number of votes.
This dilution has been calculated as the number of shares and votes
that can be issued, divided with the total amount of shares and votes
after such an issue.
For a valid decision, shareholders representing at least 9/10 of the
total number of shares and votes represented at the annual general
shareholders' meeting must vote in favour of the board of directors'
decision (Swedish companies act, Chapter 16).
The reason for the deviation from the pre-emptive rights of the
shareholders is to promote a deeper commitment and increase the
responsibility of the Participants as well as creating a
participatory interest for the Participants concerning the
development of the Group and to ensure that they share in the goal of
achieving profitable growth and development for the Company and to
motivate their further employment within the Group.
It is further suggested that the annual general shareholders' meeting
approves the Subsidiary's transfer of options to the Participants.
Item 16. Resolution regarding authorization for the board to issue
new shares without derogation from the shareholders' pre-emption
right
The board proposes that the meeting authorises the board to until the
next annual general meeting, on one or more occasions, without
derogation from the shareholders' pre-emption right, to decide upon
an issue of new shares amounting to not more than 100 000 000 shares,
implying an increase of the share capital with not more than SEK
50 000 000, which equals a dilution by approximately 26.5 percent of
the Company's share capital and total number of votes. The dilution
has been calculated as the maximum number of shares and votes that
may be issued divided by the total number of shares and votes after
such an issuing.
Item 17. Resolution regarding authorization for the board to issue
new shares with derogation from the shareholders' pre-emption right
The board proposes - in addition to the item 16 above- that the
meeting authorizes the board to until the next annual general
meeting, on one or more occasions, with derogation from the
shareholders' pre-emption right, to decide upon an issue of new
shares amounting to not more than 50 000 000 shares, implying an
increase of the share capital with not more than SEK 25 000 000,
which equals a dilution by approximately 15.3 percent of the
Company's share capital and total number of votes. The dilution has
been calculated as the maximum number of shares and votes that may be
issued divided by the total number of shares and votes after such an
issuing. Payment may be made with cash payment, with non-cash
consideration, with set-off or otherwise be conditional. Derogation
from the shareholders pre-emption rights shall be made to expedite
the Company's expansion and to, when needed, be able to strengthen
the Company's financial position and to enable an introduction of the
Company's share at OMX Nordic Exchange or another regulated market.
The subscription price shall at all times be as close to the market
value as possible.
Stockholm, Sweden, May 2008
The Board
For further information, please contact:
Fredrik Svinhufvud, Managing Director Malka Oil, tel +46 8 5000 7811,
mobile +46 708 708 708
Richard Tejme, CFO, tel +46 8 5000 7812 mobile +46 707 31 52 17
For further information on Malka Oil AB, see the website
www.malkaoil.se
Malka Oil AB (publ) is an independent oil and gas production company
operating in the Tomsk region in western Siberia. Their current
position consists of oil and gas assets for license block number 87
in the said region. The block has a surface of 1,800 square
kilometres. There are currently three oil fields at the license
block, namely Zapadno-Luginetskoye ("ZL"), Lower Luginetskoye ("LL")
and the Schinginskoye oil field, and a large quantity of other not
yet drilled oil structures. The ZL and LL oil fields are in
production and these two oil fields field have also went through
reserve classification by the Russian State Committee of Reserves
(GKZ). A considerable drilling programme was carried out in 2007. The
GKZ registered extractable oil and condensate reserves in the
categories C1 and C2 amounted to 97 million barrels at the end of
2007. The company's own estimate of its extractable oil and
condensate reserves in the three existing oil fields on license block
number 87 is currently 140-190 million barrels.
Malka Oil's license block is surrounded by a large number of
producing oil and gas fields.
Reasonable caution notice: The statement and assumptions made in the
company's information regarding Malka Oil AB's ("Malka") current
plans, prognoses, strategies, concepts and other statements that are
not historical facts are estimations or "forward looking statements"
concerning Malka's future activities. Such future estimations
comprise but are not limited to statements that include words such as"may occur", "concerning", "plans", "expects", "estimates","believes", "evaluates", "prognosticates" or similar expressions.
Such expressions reflect the management of Malka's expectations and
assumptions made on the basis of information available at that time.
These statements and assumptions are subject to a large number of
risks and uncertainties. These, in their turn, comprise but are not
limited to i) changes in the financial, legal and political
environment of the countries in which Malka conducts business, ii)
changes in the available geological information concerning the
company's projects in operation, iii) Malka's capacity to
continuously guarantee sufficient financing to perform their
activities as a "going concern", iv) the success of all participants
in the group, or of the various interested companies, joint ventures
or secondary alliances, v) changes in currency exchange rates, in
particular those relating to the RUR/USD rate. Due to the background
of the many risks and uncertainties that exist for any
oil-prospecting venture and oil production company in its initial
stage, Malka's actual future development may significantly deviate
from that indicated in the company's informative statements. Malka
assumes no implicit liability to immediately update any such future
evaluations.
