The shareholders of Tethys Oil AB (publ) are hereby invited to attend
the Annual General Meeting on Wednesday May 18, 2016 , at 3 p.m. at the
premises Stockholm, 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 12, 2016, second notify Tethys Oil AB
of their intention to attend no later than Thursday, May 12, 2016; 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 12, 2016.
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 2017.
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.
21. Other matters.
22. 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 2016 Annual General
Meeting, consisting of Erik Norman (Chairman), Mikael Petersson, Niklas
Antman and Dennis Harlin, proposes the following:
* Carl Westerberg to be appointed as Chairman of the Annual General
Meeting.
* Six members of the Board of Directors to be appointed without deputy
members.
* Re-election of Per Brilioth, Dennis Harlin, Magnus Nordin, Katherine
Stövring and Geoffrey Turbott and election of Richard Rettig as
members of the Board of Directors until the end of the next Annual
General Meeting.
* Re-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 250,000 (excluding the Chief Executive Officer); (ii) annual
fees of the Chairman of the Board of Directors of SEK 560,000; (iii)
annual fees for committee members of SEK 35,000 per committee
assignment and annual fees for the chairman of each of the audit and
remuneration committee of SEK 65,000; and (iv) if a member of the
Board of Directors, following a resolution by the Board of Directors,
performs tasks which are outside the regular Board work, separate
remuneration in the form of hourly fees on market terms may be paid by
resolution of the Board of Directors, for which purpose a frame of SEK
250,000 is proposed. The total fees for committee work, including
committee chairmen fees, shall not exceed SEK 410,000. It should be
noted that Dennis Harlin 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 2017 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 over 20 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 proposes a dividend for the financial year 2015
of SEK one (1) per share. As the record date for the dividend, the Board
of Directors proposes May 20, 2016. If the Meeting approves the
proposal, the dividend will be paid through Euroclear Sweden AB on May
25, 2016.
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 2017 (item 16)
The nomination committee proposes 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 2016, 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
one of the 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 of Directors, remuneration to the Chairman of the Board of
Directors, the other directors of the Board of Directors 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 350,000 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 May 27, 2016.
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
category can be allotted is stated in parentheses): the CEO of the group
(70,000), senior executives (87,000), and other employees (193,000).
Application to purchase warrants shall be made not later than on
June 3, 2016.
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 May 28, 2019 up to and
including October 4, 2019, reduced by any dividends resolved upon by the
annual general meeting of the company to be held on 18 May 2016. 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 May 2, 2016 up to and including May 17, 2016.
The increase of the Company’s share capital will, upon exercise of the
warrants, amount to not more than approximately SEK 58,350.
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 2017,
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 2017.
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 or
in connection with handling of incentive programs. 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, and/or to
external parties in connection with handling of settlement of the
company’s incentive programs. 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 2017, 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 2017.
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 2017, decide upon an issue of shares or convertibles 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 authorisation
shall be limited whereby the Board of Directors may not resolve to issue
shares and/or convertibles that involve the issue of or conversion into
shares corresponding to more than 10.0 per cent of the total number of
shares in the Company at the time of the issue resolution, corresponding
to an issuance 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.
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 27, 2016. The other
documents for the Meeting, including Proxy form (see above), 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 27,
2016. 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 18-20 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 1,083,669 own shares as on the date of this notice.
Stockholm, April 2016
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.
Tethys Oil AB (publ)
Tethys Oil is a Swedish energy company focused on exploration and
production of oil. Tethys Oil’s core area is the Sultanate of Oman,
where the company is one of the largest onshore oil concession holders
with a current net production in excess of 11,000 barrels of oil per
day. Tethys Oil also has exploration and production assets onshore
Lithuania and France. The shares are listed on Nasdaq Stockholm (TETY).
Website: www.tethysoil.com
