Stockholm, 2014-12-29 14:35 CET (GLOBE NEWSWIRE) --
This is a translation of the Swedish version. In case of any discrepancy between the English and the Swedish version, the Swedish version shall take precedence.
The shareholders in Petrogrand AB (publ), reg. no. 556615-2350 (the "Company") are hereby convened to an Extraordinary General Meeting to be held on Monday 26 January 2015 at 11.30 at Hotel Scandic Anglais, Humlegårdsgatan 23, Stockholm. Entry to the meeting begins at 11.00.
Right to Participate
Shareholders who wish to participate in the Extraordinary General Meeting must:
• Be recorded in the shareholders’ register which is kept by Euroclear Sweden AB (the Swedish Central Securities Depository), not later than Tuesday 20 January 2015; and
• notify the Company of their attendance and any attending assistants no later than Tuesday 20 January 2015, either in writing to Petrogrand AB (publ), Birger Jarlsgatan 41A, 111 45 Stockholm, or via e-mail agm@petrogrand.se stating the full name, and preferably personal identification number or corporate registration number, address, telephone, number of shares and when applicable, information regarding assistant, and preferably information regarding legal representative, proxy. The number of assistants may at the most be two (2). In order to facilitate entry to the meeting, the notice shall, when applicable, be accompanied by power of attorney, registration certificates and other authorization documents.
Shareholders having trustee-registered shares with a bank or other trustee must temporarily re-register the shares in their own names with Euroclear Sweden AB to be entitled to participate in the meeting. Such registration must be completed no later than Tuesday 20 January 2015, meaning that shareholders must request their trustees (banks or brokers) for such re-registration in ample time prior to this date.
Proxy
A shareholder that is to participate through one or more proxies must ensure that such proxy brings to the meeting a signed and dated power of attorney executed by the shareholder. A proxy for a legal entity should also present a certificate of registration (or any other relevant documentation) evidencing the signatory rights of the individuals executing the power of attorney on behalf of the legal entity. The power of attorney and the registration certificate (or the relevant documentation) must not have been issued earlier than five years prior to the meeting.
Proxy Forms
Proxy forms are available on the Company's website www.petrogrand.se, and will be sent without charge to the shareholders that request the form and thereby indicate their addresses.
Number of Shares and Votes
As of the date of this notice, the total number of shares and votes in the Company amounts to 40,265,898.
Notice to an Extraordinary General Meeting
The Company's Board of Directors convene an Extraordinary General Meeting of the shareholders in the Company for purposes of resolving on the effectuation of an agreement between the Company and the company Shelton Petroleum AB (publ) ("Shelton Petroleum") entered into on 18 December 2014.
At the date of this notice, Petrogrand holds 4,900,563 shares of series B in Shelton Petroleum, corresponding to approximately 26 per cent of the shares and approximately 19 per cent of the votes in Shelton Petroleum. At the date of this notice, Shelton Petroleum holds 11,585,308 shares in the Company, corresponding to approximately 29 per cent of the shares and votes in the Company.
Proposed Agenda
1. Opening of the EGM and election of chairman of the EGM
2. Drawing up and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to approve the minutes
5. Determination as to whether the EGM has been duly convened
6. Resolution regarding: Agreement between the Company and Shelton Petroleum AB (publ)
7. Closing of the EGM
Proposals for Decision
Item 1 – Chairman of the EGM
The Board of Directors proposes that attorney at law Axel Calissendorff be elected as chairman of the Extraordinary General Meeting.
Item 6 – Resolution regarding an agreement between the Company and Shelton Petroleum
AB (publ)
The Company has reached an agreement with Shelton Petroleum AB (publ) ("Shelton Petroleum") to dissolve the cross-ownership between the Company and Shelton Petroleum. The agreement is conditional upon that the Extraordinary General Meeting in the Company and the Extraordinary General Meeting to be held in Shelton Petroleum approve the agreement.
The agreement entails an exchange of 4,634,123 of the Company's shares of series B in Shelton Petroleum against all of Shelton Petroleum's 11,585,308 shares in the Company. The exchange ratio for the transaction is 0.40 share of series B in Shelton Petroleum for every one (1) share in the Company. The agreement is intended to be effectuated by way of the Company transferring the 4,634,123 shares of series B in Shelton Petroleum to an indirectly, wholly-owned foreign subsidiary of the Company ("NewCo1") and that Shelton Petroleum transferring the 11,585,308 shares in the Company to an indirectly, wholly-owned foreign subsidiary of Shelton Petroleum ("NewCo2"). NewCo2 would then be acquired by a wholly-owned foreign subsidiary of the Company in exchange for the shares in NewCo1 (the "Transaction").
Following the Transaction, the Company will hold 266,440 shares of series B in Shelton Petroleum, corresponding to approximately 2 per cent of the shares and 1 per cent of the votes in Shelton Petroleum. Shelton Petroleum will not hold any shares in the Company following the Transaction.
As Shelton Petroleum is one of the largest shareholders in the Company, it is the Board of Directors' opinion that the Transaction would involve related party transactions comprised by the Swedish Securities Council's statement in 2012:05. Therefore, the Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Transaction and to authorize the Board of Directors to, as soon as practically possible, effectuate the Transaction.
Majority requirements, conditions etc.
The Extraordinary General Meeting's resolution in respect of item 6 requires a simple majority and it is proposed that the resolution of the Extraordinary General Meeting is conditional upon that the Extraordinary General Meeting of Shelton Petroleum (planned to be held on 26 January 2015) approve the Transaction.
Documents
The Board of Directors' complete proposal in respect of item 6 will be made available no later than two (2) weeks before the Extraordinary General Meeting at the Company's offices (address above) and will be sent free-of charge to shareholders who so request and who provide their mailing address. The documents will also be made available on the Company's website www.petrogrand.se. The documents will also be made available at the Extraordinary General Meeting.
Miscellaneous
The shareholders may request the Board of Directors and the Managing Director to provide information in respect of any circumstances which may affect the assessment of a matter on the agenda of the Extraordinary General Meeting and any circumstances which may affect the assessment of the Company’s financial position. The Board of Directors and the Managing Director shall provide such information at the Extraordinary General Meeting if the Board of Directors believes that such may take place without significant harm to the Company.
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Stockholm, 29 December 2014 Petrogrand AB (publ) The Board of Directors
