The shareholders in Malka Oil AB (publ) (below referred to as the"Company") are hereby given notice to attend the annual general
meeting at 1.00 p.m. on Tuesday May 19, 2009 at Operakällaren, Karl
XII:s Torg in Stockholm, Sweden. Registration for the meeting
commences at 12.30 p.m.
NOTICE
Shareholders wishing to participate in the meeting must:
(i) be entered in the shareholders' register, kept by Euroclear
Sweden AB (formerly the VPC) (the Swedish Central Securities
Depository & Clearing Organization), no later than Wednesday May
13, 2009.
(ii) notify the Company of their attendance no later than 4.00 p.m.
on Friday May 15, 2009. Notification can be made via letter to
Malka Oil AB, Birger Jarlsgatan 33, SE-111 45 Stockholm, Sweden;
via telefacsimile +46 (0) 8 5000 78 15; via e-mail at address
agm@malkaoil.se or via telephone +46 (0) 8 5000 78 10.
Notification must include full name, personal ID number or
corporate registration number, address and telephone number and,
as applicable, information about proxy, representative and
assistant. The number of assistants may not be more than two
(2). In order to facilitate entry to the meeting, notification
should, where appropriate, be accompanied by powers of attorney,
registration certificates and other authorization documents.
Shareholders who have their shares registered in the name of a
nominee must, to be able to participate in the meeting, through the
nominee, temporarily register the shares in the shareholders'
register, kept by Euroclear Sweden AB (formerly the VPC), in their
own name. The nominee should be contacted in this matter well ahead
of Wednesday May 13, 2009, when such registration must be executed.
At the time of the notice to attend, the total number of shares and
votes in the Company amounts to 335 512 840.
AGENDA PROPOSAL
1. Opening of the meeting
2. Preparation and approval of the voting register
3. Election of chairman of the meeting
4. Approval of the agenda
5. Election of one or two persons to, besides the chairman, attest
the minutes of the meeting
6. Determination of whether the meeting has been duly convened
7. Presentation by the managing director
8. Presentation of the annual report and the auditor's report as well
as of the consolidated accounts and the auditor's report for the
group
9. Resolutions regarding:
a. approval of the profit and loss account and the balance sheet
as well as of the consolidated profit and loss account and the
consolidated balance sheet,
b. allocation of the Company's profits and losses in accordance
with the adopted balance sheet, and
c. discharge from liability for the members of the board of
directors and the managing director
10. Determination of the number of members of the board of directors
and, if applicable, deputy directors, of the number of auditors and,
if applicable, deputy auditors
11. Determination of the fees payable to the board of directors and
the auditors
12. Election of members of the board of directors and, if applicable,
deputy directors as well as of auditors and, if applicable, deputy
auditors
13. Resolution on guidelines for remuneration to the company
management
14. Resolution on a nomination committee
15. Closure of the annual general meeting
Accounting information and auditors' reports (items 8-9) as well as
the board of director's complete proposals in respect of items 13-14
will be held available at the Company's office at Birger Jarlsgatan
33, SE-111 45 Stockholm, from and including Tuesday May 5, 2009, and
will be sent in connection therewith to the shareholders who so
requests and state 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 directors of the board etc.
At the present time the Company has no nomination committee and the
board of directors has at the time of this notice to attend not
received any information of any other proposal regarding these items
on the agenda.
Item 13. Resolution on guidelines for remuneration to the company
management
The board of directors proposes that the annual general meeting
resolves on guidelines for remuneration to the company management in
the Malka Oil group (the "Group"), with in principally the following
content:
The guidelines shall apply to remunerations and other employment
conditions for the managing director and other members of the Group's
management (the "Group management"). The Company shall strive to
offer a total remuneration that is reasonable and competitive given
the conditions in the individual country. The remuneration shall vary
in accordance with the individual's and the Group's performance. The
total remuneration to the Group management shall consist of (i) fixed
salary (which shall be adjusted yearly). (ii) variable salary (which
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.
Item 14. Resolution on a nomination committee
The board of directors proposes that the annual general meeting
resolves to appoint a nomination committee for the annual general
meeting of 2010, mainly according to the following. The nomination
committee shall consist of the chairman of the board and one (1)
representative of each of the three (3) shareholders with the largest
voting rights at the end of the third quarter 2009. The nomination
committee's term of office shall be until a new nomination committee
has been constituted. If the ownership structure changes after the
members of the committee have been appointed but before the annual
general meeting 2010, the composition of the committee shall be able
to change. The nomination committee shall perform those duties to be
performed by a nomination committee according to the Swedish Code of
Corporate Governance.
Stockholm, April 2009
The Board of Directors
For further information, please contact:
Fredrik Svinhufvud, Managing Director Malka Oil, tel +46 8 5000 7811,
mobile +46 708 708 708
Mats Gabrielsson, Chairman of the Board of Directors, mobile +46
70 775 83 20
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. Its current
position consists of oil and gas assets for licence 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 licence
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
have during 2007 went through reserve classification by the Russian
State Committee of Reserves (GKZ) and during spring 2008 a Western
reserve study made by DeGolyer and MacNaughton. 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, C1+ C2, in
the three existing oil fields on licence block number 87 is currently
140-190 million barrels. The Western reserve study estimation as of
April 30, 2008 amounted to 43.5 million barrels 2P and 90.6 million
barrels 3P oil reserves.
Malka Oil's licence 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.
