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Matra Petroleum AB: Notice of annual general meeting in Matra Petroleum AB

Source: Matra Petroleum AB
April 23, 2018 08:35 ET

 

The shareholders of Matra Petroleum AB, reg. no. 559082-2689, (the "Company") are hereby invited to the annual general meeting on Wednesday 23 May 2018 at 16.00 pm CET at Finlandshuset at Snickarbacken 4 in Stockholm. The doors to the meeting will open at 15.30 pm CET.

 

Right to attend and notification


Shareholders who wish to attend the annual general meeting must:

 

  1. be included in the share register maintained by Euroclear Sweden AB as of Thursday 17 May 2018, and
     
  2. notify the Company of their participation and any assistants (no more than two) in the annual general meeting no later than Thursday 17 May 2018. The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm (kindly mark the envelope "Matra Petroleum AGM 2018"), or via e-mail: agm2018@matrapetroleum.se. 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 Thursday 17 May 2018 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 17 May 2018. The proxy in original and, when applicable, the certificate of registration 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.

 

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 voting list.
  4. Election of one or two persons to certify the minutes.
  5. Question whether the general meeting has been duly convened.
  6. Approval of the agenda.
  7. Presentation of the business activities in the Matra group.
  8. Presentation of the annual report and the auditors' report and the group annual report and the group auditor's report.
  9. Resolutions regarding:
    1. adoption of income statement and balance sheet and the group income statement and the group balance sheet,
    2. decision regarding the profit or loss of the company in accordance with the adopted balance sheet, and
    3. discharge from liability of the board of directors and the managing director.
  10. Determination of the number of directors and auditors.
  11. Determination of fees to the board of directors and to the auditors.
  12. Election of the board of directors and auditors.
  13. Resolution regarding authorisation for the board to issue shares, convertibles and/or warrants.
  14. 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 Joakim Falkner, attorney at law, at Baker McKenzie is appointed as chairman of the general meeting.

 

Item 9.b: Resolution regarding decision 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 10-12: Determination of the number of directors and auditors, determination of fees to the board of directors and to the auditors, and election of the board of directors and auditors


Shareholders representing approximately 67.6 percent of the votes in the Company propose the following:

 

It is proposed that the board of directors shall comprise of four directors without deputies. The number of auditors shall be one registered audit firm.

It is further proposed that the 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 765,000 (765,000 previous year). Remuneration to the auditor is to be paid according to approved invoice.

It is also proposed that, if it possible to invoice from a tax perspective 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 re-election of the directors Maxim Barskiy, Eric Forss, Ekaterina Konshina and Frank C. Lytle. Furthermore, Eric Forss is proposed to be re-elected as chairman of the board of directors.

 

Re-election of the registered audit firm PricewaterhouseCoopers AB for the period until the end of the annual general meeting 2019. PricewaterhouseCoopers AB has announced its appointment of Johan Rippe as main responsible auditor.

 

Further information regarding the for re-election proposed directors is available at the Company's website www.matrapetroleumab.se and in the annual report for 2017.

 

Item 13: Resolution regarding authorisation for the board to issue shares, warrants and/or convertibles


The board of directors for the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, within the limits of the articles of association, to be paid in cash, in kind and/or by way of set-off. The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to broaden the shareholder base, raise new capital to increase flexibility of the Company or in connection with acquisitions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office.

 

Majority requirements
A resolution in accordance with item 13 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 39,675,217. The Company holds no own shares.

 

Other
Copies of accounts, auditor statement 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 and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

 

*****

Stockholm April 2018
Matra Petroleum AB
the board of directors

 

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