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Notice of Annual General Meeting in Matra Petroleum AB (publ)

The shareholders of Matra Petroleum AB (publ), reg. no. 559082-2689, (the "Company") are hereby invited to the annual general meeting on Tuesday 30 June 2020 at 11:00 am CET at Baker &
McKenzie's premises at Vasagatan 7 in Stockholm.


Information with respect to the coronavirus


Due to the development of the coronavirus the goal is that the annual general meeting shall be swift and effective to minimize spread of disease. Shareholders should carefully consider the possibility to vote in advance, please see below, as well as the possibility of participating by way of proxy. Shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. The board of directors of the Company has resolved on the following measures to minimize the risk of the spread of the coronavirus at the annual general meeting:


• Possibility to vote in advance.
• Registration for the annual general meeting will commence at 10.45.
• External guests will not be invited.
• No food or refreshments will be served.
• The presentation by the CEO will be shortened.


The Company follows the development and the recommendations of the authorities and will, if necessary, update the information about the annual general meeting on the Company’s website, www.matrapetroleumab.se.

 

Right to attend and notification


Shareholders who wish to attend the general meeting must:


i. be included in the share register maintained by Euroclear Sweden AB on the record date which is Wednesday 24 June 2020, and


ii. notify the Company of their participation and any assistants (no more than two) in the annual general meeting no later than Wednesday 24 June 2020. The notification shall be in writing to Baker & McKenzie Advokatbyrå, Attn: Ian Gulam, Box 180, 101 23 Stockholm (kindly mark the envelope "Matra Petroleum AGM 2020"), or via e-mail: ian.gulam@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

 

Nominee shares


Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the annual general meeting. Such registration, which normally is processed in a few days, must be completed no later than Wednesday 24 June 2020 and should therefore be requested from the nominee well before this date.

 

Proxy etc.


Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy’s validity may not be more than five years from the issuance. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company’s disposal no later than on Wednesday 24 June 2020.
The original version of the proxy, together with the certificate of registration (if applicable), must be presented at the annual general meeting. A proxy form will be available on the Company’s website, www.matrapetroleumab.se, and will also be sent to shareholders who so request and inform the Company of their postal address.

 

Advance voting


The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the infection.

 

A special form shall be used for advance voting. The form is available on www.matrapetroleumab.se. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.

 

The completed voting form must be submitted to the Company no later than on Wednesday 24 June 2020. The completed and signed form shall be sent to the address stated under "Right to attend and notice" above. A completed form may also be submitted electronically and is to be sent to www.matrapetroleumab.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.

 

Further instructions and conditions is included in the form for advance voting.


Attend remotely


The shareholders might attend the annual general meeting either physically, in person or by proxy, and vote in advance. Those who are willing to attend the annual general meeting remotely and would like to utilize their voting rights cannot do so by video conference and must instead participate via proxy or vote in advance to utilize their voting rights.

 

Draft agenda


1. Opening of the meeting.
2. Election of chairman of the meeting and appointment of the keeper of the minutes.
3. Preparation and approval of the voting list.
4. Election of one or two persons to certify the minutes.
5. Examination of whether the general meeting has been properly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditors' report and the group annual report and the group auditor’s report.
8. Resolutions regarding:
a. adoption of income statement and balance sheet and the group income statement and the group balance sheet;
b. the profit or loss of the Company in accordance with the adopted balance sheet; and
c. discharge from liability of the board of directors and the managing director.
9. Determination of the number of directors and auditors.
10. Determination of fees to the board of directors and the auditors.
11. Election of the board of directors and auditors.
12. Resolution regarding amendments of the Company's articles of association.
13. Closing of the meeting.

 

Proposed resolutions


Item 2: Election of chairman of the meeting and appointment of the keeper of the minutes
The board of directors proposes that Ian Gulam, LL.M, at Baker & McKenzie Advokatbyrå is appointed as chairman of the annual general meeting.


Item 8.b: Resolution regarding the profit or loss of the Company in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.


Item 9-11: Determination of the number of directors and auditors, determination of fees to the board of directors and the auditors and election of the board of directors and auditors
Shareholders representing approximately 85 percent of the votes in the Company propose the following:

 

It is proposed that the board of directors shall comprise of three directors without deputies. The number of auditors shall be one authorized auditor.


It is further proposed that the annual remuneration to each director elected by the meeting shall be SEK 180,000 and the chairman of the board of directors is to receive SEK 225,000, in total SEK 585,000. Remuneration to the auditor is to be paid according to approved invoice.

 

It is also proposed that, subject to being tax- and cost neutral for the Company, the directors shall be entitled to invoice the Company with respect to their remuneration. If the chairman of the board or the other directors
will invoice the Company through a company or other entity, the remuneration is proposed to increase with an amount equal to the VAT, i.e., SEK 225,000 plus VAT and SEK 180,000 plus VAT respectively.


It is proposed to re-elect Bruno Soutinho, Frode Laberg Aschim and Christian Börner as directors. Furthermore, Bruno Soutinho is proposed to be re-elected as chairman of the board of directors.


It is proposed to re-elect the authorized auditor Leif Skarle as the Company's auditor for the period until the end of the annual general meeting 2021.


Further information regarding the directors, proposed to be re-elected, is available at the Company’s website www.matrapetroleumab.se and in the annual report for 2019.


Item 12: Resolution regarding amendments of the Company's articles of association
The board of directors of the Company proposes that the annual general meeting resolves to amend the Company's articles of association as follows:

 

The board of directors proposes that the Company name is changed to Pure Positioning AB, or any other name comprising of "Positioning" or variation thereof provided that any of these names may be registered with the Swedish Companies Registration Office. The articles of association § 1 will thereby have the following wording:

 

"The name of the company is Pure Positioning AB. The company is a public company (publ)."


It is further proposed to change the clause regarding the objects of the Company. The articles of association §3 will thereby have the following wording:


"The company shall own and manage chattels and real property and own interest in and manage Software as a Service (SaaS) businesses and carry out consulting services within the SaaS industry and as parent company lead and administrate such operations and carry out any other business incidental or related to the foregoing activities."


It is also proposed that the board of directors or a person appointed by the board of directors be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration
with the Swedish Companies Registration Office.

 

Majority requirements


A resolution in accordance with item 12 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.


Number of shares and votes


The total numbers of shares and votes in the Company on the date of this notice are 134,133,446. The Company holds no own shares.



Other


Copies of accounts, auditor statement, the proposed articles of association and proxy form are available at least three weeks in advance of the annual general meeting. All documents are available at the Company at Eriksbergsgatan 10 in Stockholm and at the Company’s website www.matrapetroleumab.se in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.

 

The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors according to Ch. 7 § 32 of the Swedish Companies Act.


Processing of personal data


For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy noticebolagsstammorengelska.pdf.


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Stockholm 2 June 2020
Matra Petroleum AB (publ)
The board of directors