The shareholders of Tethys Oil AB (publ) are hereby invited to attend the
Annual General Meeting on Wednesday May 14th 2014, at 3 p.m. at Van der Nootska
Palatset, St. Paulsgatan 21 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 8th, 2014, second notify Tethys Oil AB of their intention to attend no
later than Thursday May 8th, 2014; 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 8th 2014.
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. Speech 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 and the Managing Director.
12. Election of members of the Board, Chairman of the Board and auditor.
13. Resolution in respect of the fees payable to the members of the Board and
the auditors.
14. Resolution in respect of guidelines for compensation of senior executives
15. Resolution in respect of a Nomination Committee and nomination procedure
for the Annual General Meeting 2015.
16. Resolution in respect of an authorization of the Board to resolve new issue
of shares.
17. Resolution in respect of an authorization of the Board to resolve
repurchase of shares.
18. Other matters.
19. Closing of the Meeting.
Proposals for resolutions
Resolutions in respect of Chairman of the AGM, election of Chairman of the
Board and of other members of the Board, fees payable to the Chairman of the
Board and other members of the Board, election of auditor and fees payable to
the auditor (items 2, 12 and 13)
Tethys Oil AB’s Nomination Committee for the 2014 Annual General Meeting,
consisting of Dennis Harlin (Chairman), Håkan Ehrenblad, Jan Risberg and Mikael
Petersson, proposes the following:
• Advokat Erik Nerpin 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 Staffan Knafve, Jan Risberg, Magnus Nordin, Katherine
Stövring and Per Brilioth.
• Election of Staffan Knafve 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
175,000 (excluding the Chief Executive Officer); (ii) annual fees of the
Chairman of the Board of Directors of SEK 450,000; (iii) annual fees for
Committee members of SEK 25,000 per Committee assignment (excluding the
Chairman of the Audit Committee); and (iv) annual fees for the Chairman of
the Audit Committee Chairmen of SEK 50,000. The total fees for Committee
work, including Committee Chairmen fees shall not exceed SEK 225,000.
• Re-election of the registered accounting firm PricewaterhouseCoopers AB as
the auditor of the Company, with authorised public accountant Klas Brand as
the auditor in charge, for a period until the end of the 2015 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 35 per cent of the shares of the Company.
Resolution in respect of appropriation of the Company’s profit or loss (item
10)
The Board proposes that no dividend is declared for the financial year 2013.
Resolution in respect of guidelines for compensation of senior executives (item
14)
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 include the
Managing Director and the Chief Financial Officer) in the Group contains five
components: 1) basic salary; 2) pension arrangements; 3) yearly variable
salary; 4) non-financial benefits; and 5) severance payments. The board may
deviate from the guidelines if there are particular grounds for it. More
details are to be found in the Board’s full proposal.
Resolution in respect of a Nomination Committee and nomination procedure for
the Annual General Meeting 2015 (item 15)
The Nomination Committee propose that 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 2014, 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, 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 process of the nomination
committee 2016, 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.
Resolution in respect of an authorization for the Board to resolve new issue of
shares (item 16)
The Board of Directors proposes that the General Meeting authorizes the Board
of Directors to resolve, at one or more occasions until the next Annual General
Meeting 2015, to issue new shares with consideration in cash and/or with
consideration in kind or by set-off and also be able to resolve to disapply the
shareholders’ pre-emption rights. The purpose with the authorization and the
reason for disapplying the shareholders’ pre-emption rights is to enable the
Company to make business acquisitions and to raise capital for the Company’s
business operations. The total number of shares that can be issued based on the
authorization may not exceed 10 per cent of the total number of shares in the
Company. In case it is resolved to deviate from the shareholders pre-emption
rights, the share issue shall be made in accordance with market conditions.
Resolution in respect of an authorization for the Board to resolve on
repurchase of shares (item 17)
The Board of Directors proposes that the Annual General Meeting resolve to
authorize the Board of Directors to, up until the Annual General Meeting 2015,
resolve on purchases of Tethys Oil’s AB own shares, in accordance with the
following.
1. Purchases may be effected on NASDAQ OMX Stockholm.
2. The authorization may be used at one or several occasions before the Annual
General Meeting 2015.
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 OMX
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 at, or
financing of, an acquisition of a company or a business. The Board of Directors
shall have the right to determine other conditions of the purchase in
accordance with the authorization.
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 April 23rd, 2014. The other documents
for the Meeting, including Proxy form (see below), and the Board of Directors’
proposed resolution in accordance with Chapter 19 Section 22 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
April 23rd, 2014. The documents will be sent free of charge to shareholders
upon request.
Shareholders who are represented by proxy must authorize such proxy by issuing
a power of attorney. If such power of attorney is issued by a legal entity, an
attested copy of the certificate of registration evidencing the authority to
issue the power of attorney must be attached. The original power of attorney
and the certificate of registration, where applicable, should be sent to Tethys
Oil, Hovslagargatan 5 B, SE-111 48 Stockholm, Sweden, well in advance of the
Meeting. A form to use for a power of attorney can be found on Tethys Oil AB’s
website www.tethysoil.com.
Majority Requirements
The implementation of the proposal of the Board of Directors pursuant to items
16 and 17 are subject to the approval at the Annual General Meeting with at
least 2/3 of both the votes cast and of the shares represented at the meeting.
Disclosures at the Annual General Meeting
The Board of Directors and President shall, if requested by any shareholder and
if the Board 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.
Stockholm, April 2014
TETHYS OIL AB (publ)
The Board of Directors
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For further information, please contact
Magnus Nordin, Managing Director, phone +46 70 576 6555, magnus@tethysoil.com
or
Morgan Sadarangani, CFO, phone +46 8 505 947 01, morgan@tethysoil.com
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 OMX Stockholm (TETY) in Stockholm.
Website: www.tethysoil.com
