Notice of annual general meeting in Matra Petroleum AB (publ)
4 weeks ago DieselGasoil Comments Off on 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 Thursday 23 May 2019 at 16.00 pm CET at Baker & McKenzies premises at Vasagatan 7 in Stockholm. The doors to the meeting will open at 15.45 pm CET.
Right to attend and notification
Shareholders who wish to attend the annual general meeting must:
- be included in the share register maintained by Euroclear Sweden AB on the record date which is Friday 17 May 2019, and
- notify the Company of their participation and any assistants (no more than two) in the annual general meeting no later than Friday 17 May 2019. 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 2019”), or via e-mail: email@example.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.
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 Friday 17 May 2019 and should therefore be requested from the nominee well before this date.
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 2019. 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.
- Opening of the meeting.
- Election of Chairman of the meeting and appointment of the keeper of the minutes.
- Preparation and approval of voting list.
- Election of one or two persons to certify the minutes.
- Question whether the general meeting has been duly convened.
- Approval of the agenda.
- Presentation of the business activities in the Matra group.
- Presentation of the annual report and the auditors’ report and the group annual report and the group auditor’s report.
- Resolutions regarding:
- adoption of income statement and balance sheet and the group income statement and the group balance sheet,
- decision regarding the profit or loss of the company in accordance with the adopted balance sheet, and
- discharge from liability of the board of directors and the managing director.
- Determination of the number of directors and auditors.
- Determination of fees to the board of directors and to the auditors.
- Election of the board of directors and auditors.
- Resolution regarding authorization for the board to issue shares, convertibles and/or warrants.
- Closing of the meeting.
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
Proposals regarding determination of the number of directors, determination of fees to the board of directors as well as election of directors and chairman of the board of directors will be presented well in advance of the annual general meeting.
The following is proposed regarding determination of the number of auditors, remuneration for the auditors and election of auditors.
The number of auditors shall be one registered audit firm.
Remuneration to the auditor is to be paid according to approved invoice.
Re-election of the registered audit firm PricewaterhouseCoopers AB for the period until the end of the annual general meeting 2020. PricewaterhouseCoopers AB has announced its appointment of Johan Rippe as main responsible auditor.
Item 13: Resolution regarding authorization 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.
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 44,268,652. The Company holds no own shares.
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 proposal regarding election of directors will be published and made available on the Company’s web site well in advance of the annual general meeting and thereafter be sent to shareholders who request this 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.
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-notice-bolagsstammorengelska.pdf.
Stockholm April 2019
Matra Petroleum AB (publ)
The board of directors
Matra Petroleum AB (publ) is a Swedish independent oil and gas exploration and production company operating in the United States, where the company owns and operates 170 leases, covering an area of 45,640 net acres in the Panhandle region in Texas. Matra’s proved oil and gas reserves amount to approximately 22.8 million barrels of oil equivalent. Matra Petroleum’s shares are traded on NASDAQ First North in Sweden under the symbol MATRA. Mangold Fondkommission AB is Certified Adviser (www.mangold.se Tel: +46 (0) 8 50 30 1550, Email: CA@mangold.se).