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.
NOTICE to Convene extraordinary shareholders' meeting in
MALKA OIL AB (PUBL)
The shareholders of Malka Oil (publ), reg. no. 556615-2350 (the "Company") are
hereby given notice to attend an extraordinary shareholders meeting to be held
on Tuesday 27 April 2010, at 9.00 a.m., at Radisson SAS Strand Hotel on
Nybrokajen 9, Stockholm. Entry to the meeting begins 8.30 a.m.
REGISTRATION
Shareholders wishing to participate in the meeting:
* must be recorded in the shareholders' register kept by Euroclear Sweden AB
no later than Wednesday 21 April 2010, and
* must notify the Company of their attendance and any attending assistants no
later than 4.00 p.m. on Wednesday 21 April 2010, either in writing to Malka
Oil AB (publ.), Birger Jarlsgatan 41A, 111 45 Stockholm, via facsimile +46
(0)8 5000 7815, via e-mail egm@malkaoil.se <mailto:egm@malkaoil.se> or via
telephone +46 (0)8 5000 7810 stating the full name, personal registration
number or corporate registration number, address, telephone number daytime
and when applicable, information of legal representative, proxy and
assistant. 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, whose shares are registered in the name of a nominee, must request
to be temporarily entered into the shareholders register kept by Euroclear
Sweden AB in order to have a right to attend the meeting. The shareholder must
notify the nominee to that effect well before Wednesday 21 April 2010, when such
registration must be executed.
AGENDA
1. Opening of the meeting
2. Election of chairman of the meeting
3. Drawing up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination as to whether the meeting has been duly convened
7. (a) The board of directors' proposal to resolve on new business plan
(b) The board of directors' proposal to resolve on amending the articles of
association (company name and objects of the Company)
8. The board of directors' proposal to resolve on if the Company shall enter
into liquidation or continue to conduct the business
9. Closing of the meeting
_________
Item 7 (a). The board of directors' proposal to resolve on new business plan
On 17 December 2009, an extraordinary shareholders meeting in Malka Oil (publ)
resolved on a sale of the existing business through the wholly owned Russian
subsidiary LLC STS-Service to Gazprom Neft for a consideration of SEK 820
million. The transaction was approved by the Russian antimonopoly service on 19
January 2010.
In accordance with the proposal that formed the basis for the approval of the
transfer, the board of directors has prepared a revised business plan for the
Company for the approval by the shareholders' meeting.
The main content of the business plan is as follows:
The business shall be conducted under a new name: PetroGrand AB (publ).
Business concept: PetroGrand will carry on oil production via acquired Russian
oil companies and oil licenses. PetroGrand will also manage, enhance and sell
Russian oil assets.
Goal: By means of investments in the Russian oil sector, PetroGrand will become
one of Sweden's leading oil companies on the Russian market.
Strategy: PetroGrand will actively seek and execute strategic acquisitions
within the Russian oil sector. The Company's acquisition strategy will be
characterized by:
* Small, cash flow generating target companies that are oil producing or near
production.
* Target companies that are in need of additional capital and have a potential
to be streamlined and enhanced by better management.
* The acquisitions will be conditional upon PetroGrand's control and
significant influence in the form of its own management team at the target
company.
* When a stable cash flow has been achieved, acquire Russian oil licenses via
state auctions and establish cooperation and partnership structures with
other oil companies as well as major investors in order to create
strategically justified and industrially logical oil license portfolios.
Item 7.(b) The board of directors' proposal to resolve on amending the articles
of association (objects of the Company and Company name)
The board of directors' propose the following amendments to the articles of
association:
(i) that §1 in the articles of association is changed to read as follows:
"The name of the Company is PetroGrand AB (publ) "
(ii) that § 3 in the articles of association is changed in order to
better adjust the objects of the Company as stated in the articles of
association following the Company's proposal on the revised business plan and
business, to read as follows:
"The Company shall in its own name, directly or through subsidiaries -
have as its objects to conduct production and/or prospecting of oil, gas and
minerals, acquire, own and manage immovable- and movable property, acquire and
manage shares and other company participation rights, carry on trade with shares
and other securities and conduct other with the mentioned businesses compatible
businesses, within and outside Sweden."
The board of directors' proposal to resolve on amendments of the articles of
association under item 7 (b) is conditional upon that the shareholders' meeting
have resolved in accordance with the boards of directors' proposal under item 7
(a).
Item 8.The board of directors' proposal to resolve on if the Company shall enter
into liquidation or carry on its business
In the event that the shareholders' meeting does not resolve in accordance with
the board of directors' proposal under item 7(a), the board of directors propose
that the Company shall enter into liquidation. The reason for the proposal is
that the board of directors is of the opinion that the Company lacks the
prerequisite to continue to conduct business if the revised business plan is not
adopted.
If the shareholders' meeting resolves that the Company shall enter into
liquidation, it is proposed that the resolution is effective as of the day when
liquidation is registered at the Swedish Companies Registration Office. Provided
that no unforeseen events occur, the estimated time for distribution of assets
could be expected to occur at the earliest around eighteen months after the
Swedish Companies Registration Office has registered the resolution to liquidate
the Company.
The remaining assets to be distributed could be estimated to amount to
approximately SEK 750 million, equivalent to approximately SEK 0.18 per share.
Taking the present circumstances into consideration it is however not possible
to make anything else than a rough estimate of the amount of remaining assets to
be distributed. Among other things, the amount of reaming assets to be
distributed could for example be affected by possible guarantee and warranty
claims due to the transfer of the subsidiary LLC STS-Service to Gazprom Neft as
well as unforeseen costs in relation to the winding up of the Company's Russian
subsidiary. The costs for the winding up of the Company are estimated to around
SEK 10 - 15 million.
AVAILABLE DOCUMENTS
The board of directors complete proposal for resolution under item 7 (a) will be
made available for the shareholders at the Company's office at Birger Jarlsgatan
41A, from Tuesday 30 March 2010. The board of directors complete proposal for
resolution under item 7 (b) will be made available for shareholders at the
Company's office at Birger Jarlsgatan 41A during at least two weeks prior to the
shareholders' meeting. Copies of the documents will be sent, at no cost, to
shareholders that request it and state their postal address. The documents are
also available at the Company's webpage www.malkaoil.se
<http://www.malkaoil.se/>.
The board of directors complete proposal for resolution under item 8, including
documents according to Chapter 25 Section 4 of the Swedish Companies Act, will
be made available for shareholders at the Company's office at Birger Jarlsgatan
41A during at least two weeks prior to the shareholders meeting. Copies of the
documents will be sent, at no cost, to shareholders that request it and state
their postal address. The documents will also be available at the Company's
webpage www.malkaoil.se <http://www.malkaoil.se/>.
_____________
Stockholm in March 2010
The board of directors
[HUG#1398316]
