NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN MAHA ENERGY AB
(PUBL)
The shareholders in Maha Energy AB (publ), reg. no.
559018-9543, are hereby given notice to attend the annual general
meeting at 14.00 CEST on Wednesday 24 May 2023 at Setterwalls
Advokatbyrå’s offices at Sturegatan 10 in Stockholm, Sweden.
Registration for the meeting commences at 13.30 CEST.
Notice
Shareholders wishing to participate at the meeting must:
(i) be
entered in the shareholders’ register, kept by Euroclear Sweden AB
(the Swedish Central Securities Depository & Clearing
Organisation), on the record day which is Monday 15 May 2023;
and
(ii) notify the company of
their attendance and any assistant no later than Wednesday 17 May
2023. Notification can be made via letter to Setterwalls
Advokatbyrå AB, Attn: Magnus Melin, P.O. Box 1050, SE-101 39
Stockholm, Sweden or by e-mail to magnus.melin@setterwalls.se.
Notification shall include full name, personal
identification number or corporate registration number, address and
daytime telephone number and, where appropriate, information about
representative, proxy and assistants. The number of assistants may
not be more than two. In order to facilitate entry to the meeting,
notification should, where appropriate, be accompanied by powers of
attorney, registration certificates and other documents of
authority.
Personal data obtained from the share register
kept by Euroclear Sweden AB, notices and attendance at the meeting
and information on representatives, proxies and assistants will be
used for registration, preparation of the voting list for the
meeting and, where appropriate, the minutes of the meeting.
Nominee registered shares
Shareholders who have their shares registered in
the name of a nominee must request temporary entry in the
transcription of the share register kept by Euroclear Sweden AB in
order to be entitled to participate and vote for their shares at
the meeting. The shareholder must inform the nominee well in
advance of Monday 15 May 2023 at which time the register entry must
have been made. Voting rights registration that has been requested
by the shareholder at such time that the registration has been
completed by the nominee no later than Wednesday 17 May 2023, will,
however, be taken into account in the preparation of the share
register.
Proxy
A shareholder represented by proxy shall issue a
power of attorney which shall be dated and signed by the
shareholder. If issued by a legal entity the power of attorney
shall be accompanied by registration certificate or, if not
applicable, equivalent documents of authority. Power of attorney
forms for those shareholders wishing to participate by proxy are
available on the company’s website www.mahaenergy.ca. The original
version of the power of attorney shall also be presented at the
meeting.
Proposed agenda
- Opening of the meeting and election
of chairman of the meeting;
- Preparation and approval of the
voting list;
- Approval of the agenda;
- Election of one (1) or two (2)
persons who shall approve the minutes of the meeting;
- Determination of whether the
meeting has been duly convened;
- Submission of the annual report and
the auditor’s report and the consolidated financial statements and
the auditor’s report on the group;
- Resolution in respect of adoption
of the profit and loss statement and the balance sheet and the
consolidated profit and loss statement and the consolidated balance
sheet;
- Resolution in respect of allocation
of the company’s profit or loss according to the adopted balance
sheet;
- Resolution in respect of the
members of the board of directors’ and the managing director’s
discharge from liability;
- Determination of the number of
members of the board of directors and the number of auditors and,
where applicable, deputy auditors;
- Determination of the fees payable
to the members of the board of directors and the auditors;
- Election of members of the board of
directors, auditors and, where applicable, deputy auditors;
- Approval of the remuneration
report;
- Resolution on changes to the policy
for remuneration to the senior executives;
- Resolution on an incentive program and issuance of warrants to
employees and consultants (LTIP 8);
- Resolution on an incentive program and issuance of warrants to
the members of the board of directors (LTIP 9);
- Resolution regarding authorization
for the board of directors to increase the share capital; and
- Closing of the meeting.
Proposed
resolutions
Item 1. Election of chairman of the meeting
The nomination committee, consisting of Rodrigo
Pires, representing Turmalina Fundo de Investimento em
Participações Multiestratégia, Christer Lindholm representing
Kvalitena AB, Edwyn Neves, representing Banco BTG Pactual, and
Fabio Vassel, the chairman of the board of directors, proposes that
attorney Marcus Nivinger is appointed chairman of the annual
general meeting.
Item 8. Allocation of the company’s profit or
loss according to the adopted balance sheet
The board of directors proposes that the
company’s available funds shall be carried forward in new account
and that no dividend shall be paid for the last financial year.
Item 10. Determination of the number of members
of the board of directors and the number of auditors and deputy
auditors
The nomination committee proposes that seven
board members are elected.
Further, the nomination committee proposes that
a registered public auditor is appointed as auditor.
Item 11. Determination of the fees payable to
the members of the board of directors and auditors
The nomination committee proposes that the fees
payable to the board of directors for the period until the end of
the next annual general meeting shall remain the same and amount to
SEK 415,000 to the chairman and SEK 300,000 to each of the other
ordinary members (remuneration for committee work not included).
The managing director shall not receive a fee as an ordinary member
of the board of directors.
Board members shall also be entitled to invoice
the company in so far as they perform services outside the board
assignment.
Furthermore, it is proposed, as remuneration for
the committee work, the chairman of the audit committee is to
receive SEK 60,000, the chairman of the remuneration committee SEK
60,000, the chairman of the reserves and health, safety and
environmental committee SEK 60,000, members of the audit committee
(the chairman excluded) SEK 40,000 each, members of the
remuneration committee (the chairman excluded) SEK 40,000 each and
members of the reserves and health, safety and environmental
committee (the chairman excluded) SEK 40,000 each. The managing
director shall not receive remuneration as a member of a
committee.
It is proposed that the company’s auditor shall
be paid in accordance with approved invoices.
Item 12. Election of members of the board of
directors and auditors
The nomination committee proposes re-election of
Fabio Vassel, Paulo Thiago Mendonça, Enrique Peña, Viktor Modigh,
Richard Norris, Halvard Idland and Kjetil Solbraekke as ordinary
board members. The nomination committee proposes re-election of
Fabio Vassel as chairman of the board of directors.
Information on the board members proposed for
re-election can be found in the annual report and on the company’s
website at www.mahaenergy.ca.
The nomination committee further proposes
re-election of the accounting firm Deloitte AB as auditor. Deloitte
AB has informed that Andreas Frountzos will take over after Fredrik
Jonsson as auditor-in-charge.
Item 13. Approval of the remuneration report
The board of directors proposes that the general meeting
resolves to approve the board’s remuneration report in accordance
with Chapter 8, Section 53a of the Swedish Companies Act.
Item 14. Resolution on changes to the policy for
remuneration to the senior executives
The board of directors of Maha Energy AB (publ)
(the “Company”) proposes that the general meeting
resolves on changes to the policy for remuneration and other
employment conditions for the Company’s CEO, board members (in so
far as they receive remuneration for services provided to the group
outside of the scope of the board assignment), any deputy CEO
appointed in the Company and other executive managers that the
Company regards as executives being, for instance, the CFO, CLO,
COO and VP level (jointly referred to as “Executive
Management”), as set forth below, which shall apply for
the time being, but at the latest until the annual general meeting
to be held in 2027. The guidelines are applicable on agreements
entered into after the annual general meeting held on 24 May 2023,
and as far as changes are made to existing agreements,
thereafter.
Remuneration Policy for Maha Energy AB
(publ)
Introduction
Purpose
This remuneration policy encompass the Company’s
Executive Management. The guidelines do not include remuneration
decided by the general meeting. The board of directors may
temporarily resolve to deviate from the guidelines, in whole or in
part, if in a specific case there is special cause for the
deviation and a deviation is necessary to serve the Company’s
long-term interests, including its sustainability, or to ensure the
Company’s financial viability. If such deviation occurs, this shall
be disclosed for the next annual general meeting. Terms of
employments governed by rules other than Swedish may be duly
adjusted to comply with mandatory rules or established local
practice, taking into account, to the extent possible, the overall
purpose of these guidelines.
Principles, promotion of the Company’s business
strategy, long-term interests and sustainability
The board of directors assesses that the
successful implementation of the Company’s business strategy and
safeguarding of its long-term interests, including its
sustainability, builds on the Company being able to recruit and
retain highly qualified and capable management to achieve set
goals. In order to achieve this, the Company must be able to offer
competitive total remuneration which these guidelines enable.
Remuneration shall not discriminate on grounds
of gender, ethnic background, national origin, age, disability or
other irrelevant factors.
Types of remuneration etc.
The main principle is that remuneration and
other employment conditions for members of the Executive Management
shall be based on market terms and be competitive in order to
ensure that the group can attract and retain competent members of
the Executive Management at a reasonable cost for the Company. The
total remuneration to the Executive Management may consist of fixed
cash remuneration, variable cash remuneration, pension benefits and
other benefits. Additionally, the general meeting may –
irrespective of these guidelines – resolve on, among other things,
share or share price-related remuneration.
Fixed cash remuneration
Each member of the Executive Management shall be
offered a fixed remuneration to be paid in cash and on market terms
commensurate with the international oil and gas sector, based on
responsibilities, sector and time experience and performances. The
fixed remuneration shall be adjusted annually. In order to avoid
that the Executive Management is encouraged to take inappropriate
risks, there shall be a fundamental balance between fixed and
variable remuneration. The fixed remuneration shall thus be large
enough in relation to the total remuneration paid to the Executive
Management in order to render it possible to reduce the variable
remuneration to zero.
Variable cash remuneration
In addition to the fixed remuneration, the
members of the group’s Executive Management may be offered variable
remuneration to be paid in cash, as follows:
(i) Regular Variable Cash Remuneration: based on
the result in relation to performance goals within the respective
area of responsibility and in line with the shareholders’
interests. Regular Variable Cash Remuneration shall be tied to
annual performance related objectives and shall amount to a maximum
of 100 percent of the gross fixed remuneration.
Regular Variable Cash Remuneration shall be
based on clear, predetermined and measurable criteria and
predefined individual and operational goals, which can be
financial, such as budget control, or non-financial, such as
non-productive time measurements or production volume related
goals. By setting criteria for Regular Variable Cash Remuneration
for the Executive Management linked to the Company’s earnings as
well as sustainability, the Company’s business strategy, long-term
interests and competitiveness are promoted. The fulfillment of
these criteria shall be measured over a period of one year, and
shall be determined based on the Company’s performance and the
criteria agreed with the individual member of the Executive
Management.
(ii) Extraordinary Variable Cash Remuneration:
further variable cash remuneration may be awarded in extraordinary
circumstances, provided that such extraordinary arrangements are
limited in time and only made on an individual basis, either for
the purpose of recruiting or retaining executive management, or as
remuneration for extraordinary performance beyond the individual’s
ordinary tasks and/or as a premium for the performance of such
individual on relevant events or transactions involving the
Company. Such remuneration may be paid on different extraordinary
events per year, but may not in total exceed an amount
corresponding to 50 percent of the gross fixed annual cash
remuneration.
The Company’s remuneration committee shall
propose and evaluate goals for variable remuneration for the
group’s Executive Management (i) each year in case of Regular
Variable Cash Remuneration, or (ii) when required based on the
applicable circumstances, in case of Extraordinary Variable Cash
Remuneration. The evaluation made by the remuneration committee
shall be reported to the board of directors.
Should variable remuneration paid have been
based on information that later shows to have been evidently
incorrect, the Company shall have the possibility to request
repayment. Variable remuneration shall not be pension qualifying.
Extraordinary variable cash remuneration may be compensated/offset
with the regular variable cash remuneration, upon the sole
discretion of the Board Members/CEO (as the case may be).
Long-term share or share-price related incentive
programmes
Long-term share-related incentive programmes in
the form of warrants giving right to subscribe for new shares have
been implemented in the Company. Such programmes have been resolved
by the general meeting and are therefore excluded from these
guidelines. Warrants entitling the holder to subscribe for new
shares in the Company have been issued and allocated to
participants under four different incentive programmes for
employees and senior management in the Company and its
subsidiaries. The first incentive programme was adopted at the
annual general meeting held on 27 May 2020, the second and third
was adopted at the annual general meeting held on 27 May 2021, and
the fourth was adopted at the annual general meeting held on 31 May
2022. The warrants issued under the four incentive programmes
entitle the holder to subscribe for shares in the Company from 1
June 2023 until and including 29 February 2024, from 1 June 2023
until and including 29 February 2024, from 1 June 2024 until and
including 28 February 2025, and from 1 June 2025 until and
including 1 June 2030, respectively. Allocation in the programmes
is depending on salary level and time of employment and maximum
allocation is conditional upon continued employment during a
vesting period of two to three years.
The share related incentive programs are
designed to retain and attract long term qualified and committed
personnel in a global oil and gas market setting. The program is
available to select employees and has historically re-occurred
annually. The board of directors has proposed that the annual
general meeting 2023 resolves on an incentive program to employees
and consultants to be implemented during a period of three years.
The remuneration committee and the board of directors shall
continuously evaluate whether to propose share related incentive
programs at the annual general meeting.
Pension
Pension benefits, including health insurance,
shall be premium defined unless the individual concerned is subject
to defined benefit pension under mandatory collective bargaining
agreement provisions. The pension premiums for premium defined
pension shall amount to not more than 10 percent of the gross
pension qualifying income.
The Company will, at the minimum, follow
statutory requirements for pension contributions in each applicable
jurisdiction it operates.
Other benefits
Other benefits may include, inter alia, life
insurance, health insurance and medical benefits, and shall be
limited in value in relation to other remuneration and shall be
paid only in so far as it is considered to be in accordance with
the market for other members of executive managements holding
corresponding positions on the employment market where the member
in question is operating. Premiums and other costs relating to such
benefits may amount to not more than 15 percent of the gross fixed
remuneration.
Termination and severance payment
The notice period for termination given by the
Company shall be no longer than six months for all members of the
Executive Management, with a right to redundancy payment after the
expiration of the notice period corresponding to not more than 100
percent of the gross fixed cash remuneration for a maximum of 12
months, meaning that the fixed remuneration and redundancy payment
shall together not exceed 18 months’ gross fixed salary. Any right
to redundancy payment shall decrease in situations where
remuneration is received from another company. In any case,
observed the aforementioned limitation, the notice period and the
amount of the redundancy payment shall be defined, on a case by
case basis, taking into consideration (i) the requirements of law
applicable to the contract entered with the member of the Executive
Management, (ii) the common practice of the location where such
contract was entered, and (iii) the period that the member of
Executive Management has been employed/ contracted by the Company
prior to the notice of termination.
Upon notice given by a member of the Executive
Management, the notice period shall generally be six months for the
CEO and three months for other members of the Executive Management.
In the event a member of the Executive Management terminates his or
her employment, no severance shall be payable.
Consideration given to existing salaries
and employment conditions for employees
In the preparation of the board of directors’
proposal for these remuneration guidelines, salary and employment
conditions for employees of the Company have been taken into
account by including information on the employees’ total income,
the components of the remuneration and increase and growth rate
over time, in the board of directors’ basis of decision when
evaluating whether the guidelines and the limitations set out
herein are reasonable.
The decision-making process to
determine, review and implement the guidelines
The board of directors has established a
remuneration committee. The committee’s tasks include preparing the
board of directors’ decision to propose guidelines for Executive
remuneration. The board of directors shall prepare a proposal for
new guidelines when there is need for significant changes and at
least every fourth year, and submit it to the general meeting. The
guidelines shall be in force until new guidelines are adopted by
the general meeting. The committee shall also monitor and evaluate
programs for variable remuneration for the Executive Management,
the application of the guidelines for Executive remuneration as
well as the current remuneration structures and compensation levels
in the Company. The members of the committee are independent of the
Company and its Executive Management. The CEO and other members of
the Executive Management do not participate in the board of
directors’ processing of and resolutions regarding
remuneration-related matters in so far as they are affected by such
matters.
Information in regard to previously
decided remuneration
Except for recurring commitments, there are no
remuneration commitments in relation to members of the Executive
Management that have not become due.
Description of material changes to the
remuneration policy and explanation of how the shareholders’
opinions have been taken into account
These guidelines are decided by the annual
general meeting. The board of directors has, following the election
of new board members on 3 November 2022 and 29 March 2023, assessed
the need for changes and deemed the proposed changes to be
necessary to successful implement the Company’s business strategy
and safeguard its long-term interests, including its
sustainability, and to be able to recruit and retain highly
qualified and capable management. Pursuant to the proposed new
remuneration policy the maximum yearly Extraordinary Variable Cash
Remuneration may be paid on different extraordinary events per year
provided that the maximum yearly amount is not exceeded. The
proposed new remuneration policy is deemed to increase flexibility
inter alia in recruiting and retaining executive management as well
as deciding on remuneration for extraordinary performance beyond
the individual’s ordinary tasks and/or as a premium for the
performance of such individual on relevant events or transactions
involving the Company. Within the proposed new policy the possible
annual other benefits have increased from 10 percent to 15 percent
of the gross fixed remuneration due to the Company’s potential
costs for such benefits. The board of directors has not received
any comments from shareholders.
Item 15. Resolution on an incentive program and
issuance of warrants to employees and consultants (LTIP 8)
The board of directors in Maha Energy AB (publ)
(the “Company”) proposes that the general meeting
resolves on an incentive programme for the Executive Management and
other employees and consultants of the Company and its subsidiaries
(together, the “Group”) through issuance of
warrants entitling to subscription of new shares in the Company as
set forth below.
Background
The proposal to launch an incentive programme by
the issuance of warrants is presented by the board of directors of
the Company in order to strengthen the retention of Executive
Management and other employees and consultants with the Group and
to motivate these to create shareholder value. The board of
directors assess that these objectives are in line with all
shareholders’ interests.
The programme encompasses current and future
employees and consultants of the Group. Board members are not
allowed to participate. Those entitled to participate in the
incentive programme are hereinafter referred to as
“Participants”.
The programme will be implemented through
transfer of warrants to Participants during a period of three
years.
Terms and conditions for the issue of
warrants
- The Company shall
issue not more than 4,612,345 warrants. Each warrant entitles to
subscription of one (1) new share, each with a quotient value of
SEK 0.011.
- The warrants may,
with deviation from the shareholders’ preferential rights, only be
subscribed for by Maha Energy Inc (the
“Subsidiary”), a subsidiary of the Company, after
which the Subsidiary is to transfer the warrants to the
Participants in accordance with the resolution adopted by the
general meeting and instructions from the board of directors of the
Company.
- Subscription of
warrants shall be made by the Subsidiary on a subscription list
following the general meeting’s issue resolution, but no later than
31 May 2023. The board of directors of the Company shall be
entitled to prolong the subscription period.
- The warrants shall
be issued without consideration (i.e. free of charge) to the
Subsidiary.
- If all issued
warrants are subscribed for by the Subsidiary, transferred to and
exercised by the Participants for subscription of new shares, the
Company’s share capital will increase with SEK 50,735.795 (subject
to potential recalculations in accordance with standard terms and
conditions applicable to the warrants).
- The warrants may be
exercised for subscription of new shares during the period as from
registration of the warrants with the Swedish Companies
Registration Office until and including 1 January 2030. Warrants
that have not been exercised for subscription of new shares by 1
January 2030 shall lapse.
- Each warrant shall
entitle the warrant holder to subscribe for one (1) new share in
the Company at a subscription price per share (the
“Exercise Price”) of SEK 8.50. Any amount that
exceeds the quotient value shall be transferred to the
nonrestricted share premium account. The Exercise Price may never
be below the quotient value of the shares.
- The warrants are
subject to customary recalculation conditions.
Allocation principles to be applied in relation
to Participants
Warrants subscribed for by the Subsidiary shall
be transferred to the Participants in accordance with instructions
from the board of directors of the Company and the principles set
forth below. Any resolution to transfer warrants to the
Participants shall be made by the board of directors.
The transfers of warrants from the Subsidiary to
the Participants are to be made without consideration (i.e. free of
charge).
Warrants are granted under the incentive
programme to employees of the Group, and are intended to align such
individual’s and shareholder interests by attempting to create a
direct relation between compensation and shareholder return.
Participation in the incentive programme rewards overall corporate
performance, as measured through the price of the shares in the
Company. In addition, the incentive programme enables employees to
develop and maintain a significant ownership position in the
Company. No Participant may be offered more than 2,306,173
warrants.
Allocated warrants may be exercised for
subscription of new shares in the Company during the period as from
registration of the warrants with the Swedish Companies
Registration Office until and including 1 January 2030.
Subscription of new shares may however not take place during
so-called closed periods according to the EU Market Abuse
Regulation, or otherwise in breach of relevant insider rules and
regulations (including the Company’s internal guidelines in this
respect).
Warrant agreement
All warrants will be governed by warrant
agreements to be entered into between each Participant and the
Subsidiary in connection with the transfer of warrants from the
Subsidiary. The warrant agreement will include a so-called vesting
structure, certain transfer restrictions and other terms and
conditions customary for such agreements. The period from
allocation of warrants until a share may be acquired may not be
less than three years and the warrants shall vest in tranches of
one third (1/3) of the allocated warrants per year during a total
vesting period of three years. Exception may be made from the
period until a share may be acquired and the vesting period in
certain situations, such as (i) where the Participant’s employment
or assignment as consultant is terminated or (ii) otherwise where
exceptional circumstances exist as determined by the board of
directors to allow flexibility for the Company in such situations.
Such exceptions shall be included in the specific warrant
agreements entered into with the Participants.
Reasons for the deviation from the shareholders’
preferential rights
The reasons for the deviation from the
shareholders’ preferential rights is that the Company wishes to
offer warrants to employees of the Group in order to strengthen the
retention of employees and to motivate them to contribute to the
creation of shareholder value.
Dilution, costs, etc.
Upon full subscription, transfer and exercise of
all 4,612,345 issued warrants; a total of 4,612,345 new shares will
be issued in the Company (subject to potential recalculations in
accordance with standard terms and conditions applicable to the
warrants). This would lead to a dilution corresponding to approx. 3
percent of the total share capital and number of votes in the
Company (based on the share capital and number of shares in the
Company as of the date of this proposal and calculated as the
maximum amount of share capital and number of shares that may be
issued, divided by the total share capital and the total number of
shares in the Company after the proposed warrants to be issued have
been exercised).
The incentive programme is expected to have a
marginal effect on the Company's earnings per share. The market
value is preliminary estimated to SEK 5.22 per warrant, based on a
market value of the underlying share corresponding to SEK 9.73 and
the Exercise Price of SEK 8.50 per share.
Costs related to the issuance of warrants under
the incentive programme will be accounted for in accordance with
IFRS 2 and recognized as an expense in the income statement during
the vesting period. The preliminary estimate of total cost to be
recorded during the term of the programme is SEK 24,075,519.
Ongoing administration costs and other costs of the programme are
minimal.
Outstanding incentive programmes
In addition, 3,229,586 warrants are outstanding
under four (4) Long Term Incentive Programs for employees and
senior management of the Group, of which the first program
comprises of 460,000 warrants (“Program Four”),
the second program comprises of 1,048,286 warrants
(“Program Five”), the third program comprises of
524,143 warrants (“Program Six”), and the fourth
program comprises of 1,197,157 warrants (“Program
Seven”). Each warrant under the respective program
entitles to subscribe for one new share in the Company. The
exercise price of the warrants corresponds to 100 percent of the
volume weighted average last closing price for the Company’s share
on Nasdaq First North Growth Market during the period from and
including (i) 20 May 2020 until and including 27 May 2020 for
Program Four, and corresponds to 100 percent of the volume weighted
average last closing price for the Company’s share on Nasdaq
Stockholm during the period from and including (ii) 21 May 2021
until and including 27 May 2021 for Program Five, (iii) 21 May 2021
until and including 27 May 2021 for Program Six, and (iv) 24 May
2022 until and including 31 May 2022 for Program Seven. The
warrants may be exercised from and including (i) 1 June 2023 until
and including 29 February 2024 for Program Four, (ii) 1 June 2024
until and including 28 February 2025 for Program Five, (iii) 1 June
2023 until and including 29 February 2024 for Program Six, and (iv)
1 June 2025 until and including 1 June 2030 for Program Seven.
Approval of transfer of warrants from the
Subsidiary to Participants
A resolution to issue warrants in accordance
with this proposal also includes an approval of the transfers of
warrants from the Subsidiary to the Participants.
Preparation of the proposal
This proposal has been prepared by the board of
directors together with external consultants. The final proposal
has been presented by the board of directors.
Majority requirements
This proposal to adopt the incentive programme
and to issue warrants, as well as the approval of the transfers of
warrants from the Subsidiary to the Participants, is governed by
the provisions in Chapter 16 of the Swedish Companies Act (Sw.
Aktiebolagslagen (2005:551)), and a valid resolution therefore
requires that the proposal is supported by shareholders
representing at least nine-tenths (9/10) of the votes cast as well
as of all shares represented at the meeting.
Miscellaneous
The chairman of the board of directors, the
managing director or a person appointed by the board of directors
shall be authorised to make any minor adjustments required to
register the resolution with the Swedish Companies Registration
Office.
Item 16. Resolution on an incentive program and
issuance of warrants to the members of the board of directors (LTIP
9)
The nomination committee in Maha Energy AB
(publ) (the “Company”) (excluding Fabio Vassel)
proposes that the general meeting resolves on an incentive
programme for the members of the board of directors of the Company
through issuance of warrants entitling to subscription of new
shares in the Company as set forth below.
Background
The proposal to launch an incentive programme by
the issuance of warrants is presented by the nomination committee
in the Company (excluding Fabio Vassel) in order to strengthen the
retention of the members of the board of directors and to motivate
the board members to create shareholder value. The nomination
committee assess that these objectives are in line with all
shareholders’ interests.
The programme encompasses board members in the
Company. Those entitled to participate in the incentive programme
are hereinafter referred to as “Participants”.
The programme will be implemented through
transfer of warrants to Participants during a period of three
years.
Terms and conditions for the issue of
warrants
- The Company shall
issue not more than 3,074,897 warrants. Each warrant entitles to
subscription of one (1) new share, each with a quotient value of
SEK 0.011.
- The warrants may,
with deviation from the shareholders’ preferential rights, only be
subscribed for by Maha Energy Inc (the
“Subsidiary”), a subsidiary of the Company, after
which the Subsidiary is to transfer the warrants to the
Participants in accordance with the resolution adopted by the
general meeting and instructions from the nomination committee of
the Company.
- Subscription of
warrants shall be made by the Subsidiary on a subscription list
following the general meeting’s issue resolution, but no later than
31 May 2023. The board of directors of the Company shall be
entitled to prolong the subscription period.
- The warrants shall
be issued without consideration (i.e. free of charge) to the
Subsidiary.
- If all issued
warrants are subscribed for by the Subsidiary, transferred to and
exercised by the Participants for subscription of new shares, the
Company’s share capital will increase with SEK 33,823.867 (subject
to potential recalculations in accordance with standard terms and
conditions applicable to the warrants).
- The warrants may be
exercised for subscription of new shares during the period as from
registration of the warrants with the Swedish Companies
Registration Office until and including 1 January 2030. Warrants
that have not been exercised for subscription of new shares by 1
January 2030 shall lapse.
- Each warrant shall
entitle the warrant holder to subscribe for one (1) new share in
the Company at a subscription price per share (the
“Exercise Price”) of SEK 8.50. Any amount that
exceeds the quotient value shall be transferred to the
nonrestricted share premium account. The Exercise Price may never
be below the quotient value of the shares.
- The warrants are
subject to customary recalculation conditions.
Allocation principles to be applied in relation
to Participants
Warrants subscribed for by the Subsidiary shall
be transferred to the Participants in accordance with instructions
from the nomination committee of the Company and the principles set
forth below. Fabio Vassel will not participate in any resolution to
transfer warrants to himself.
The transfers of warrants from the Subsidiary to
the Participants are to be made without consideration (i.e. free of
charge).
Warrants are granted under the incentive
programme to board members in the Company and are intended to align
such individual’s and shareholder interests by attempting to create
a direct relation between compensation and shareholder return.
Participation in the incentive programme rewards overall corporate
performance, as measured through the price of the shares in the
Company. In addition, the incentive programme enables board members
to develop and maintain a significant ownership position in the
Company. No Participant may be offered more than 2,306,173
warrants.
Allocated warrants may be exercised for
subscription of new shares in the Company during the period as from
registration of the warrants with the Swedish Companies
Registration Office until and including 1 January 2030.
Subscription of new shares may however not take place during
so-called closed periods according to the EU Market Abuse
Regulation, or otherwise in breach of relevant insider rules and
regulations (including the Company’s internal guidelines in this
respect).
Warrant agreement
All warrants will be governed by warrant
agreements to be entered into between each Participant and the
Subsidiary in connection with the transfer of warrants from the
Subsidiary. The warrant agreement will include a so-called vesting
structure, certain transfer restrictions and other terms and
conditions customary for such agreements. The period from
allocation of warrants until a share may be acquired may not be
less than three years and the warrants shall vest in tranches of
one third (1/3) of the allocated warrants per year during a total
vesting period of three years. Exception may be made from the
period until a share may be acquired and the vesting period in
certain situations where exceptional circumstances to allow
flexibility for the Company in such situations. Such exception
shall be included in the specific warrant agreements entered into
with the Participants.
Reasons for the deviation from the shareholders’
preferential rights
The reasons for the deviation from the
shareholders’ preferential rights is that the Company wishes to
offer warrants to the board members in the Company in order for the
board members to take part in the value growth in the Company which
is expected to increase the board members long-term commitment and
strengthen the retention of board members, and to motivate them to
contribute to the creation of shareholder value.
Dilution, costs, etc.
Upon full subscription, transfer and exercise of
all 3,074,897 issued warrants; a total of 3,074,897 new shares will
be issued in the Company (subject to potential recalculations in
accordance with standard terms and conditions applicable to the
warrants). This would lead to a dilution corresponding to approx. 2
percent of the total share capital and number of votes in the
Company (based on the share capital and number of shares in the
Company as of the date of this proposal and calculated as the
maximum amount of share capital and number of shares that may be
issued, divided by the total share capital and the total number of
shares in the Company after the proposed warrants to be issued have
been exercised).
The incentive programme is expected to have a
marginal effect on the Company's earnings per share. The market
value is preliminary estimated to SEK 5.22 per warrant, based on a
market value of the underlying share corresponding to SEK 9.73 and
the Exercise Price of SEK 8.50 per share.
Costs related to the issuance of warrants under
the incentive programme will be accounted for in accordance with
IFRS 2 and recognized as an expense in the income statement during
the vesting period. The preliminary estimate of total cost to be
recorded during the term of the programme is SEK 16,050,346.
Ongoing administration costs and other costs of the programme are
minimal.
Outstanding incentive programmes
In addition, 3,229,586 warrants are outstanding
under four (4) Long Term Incentive Programs for employees and
senior management of the Group, of which the first program
comprises of 460,000 warrants (“Program Four”),
the second program comprises of 1,048,286 warrants
(“Program Five”), the third program comprises of
524,143 warrants (“Program Six”), and the fourth
program comprises of 1,197,157 warrants (“Program
Seven”). Each warrant under the respective program
entitles to subscribe for one new share in the Company. The
exercise price of the warrants corresponds to 100 percent of the
volume weighted average last closing price for the Company’s share
on Nasdaq First North Growth Market during the period from and
including (i) 20 May 2020 until and including 27 May 2020 for
Program Four, and corresponds to 100 percent of the volume weighted
average last closing price for the Company’s share on Nasdaq
Stockholm during the period from and including (ii) 21 May 2021
until and including 27 May 2021 for Program Five, (iii) 21 May 2021
until and including 27 May 2021 for Program Six, and (iv) 24 May
2022 until and including 31 May 2022 for Program Seven. The
warrants may be exercised from and including (i) 1 June 2023 until
and including 29 February 2024 for Program Four, (ii) 1 June 2024
until and including 28 February 2025 for Program Five, (iii) 1 June
2023 until and including 29 February 2024 for Program Six, and (iv)
1 June 2025 until and including 1 June 2030 for Program Seven.
Approval of transfer of warrants from the
Subsidiary to Participants
A resolution to issue warrants in accordance
with this proposal also includes an approval of the transfers of
warrants from the Subsidiary to the Participants.
Preparation of the proposal
This proposal has been prepared by the
nomination committee (excluding Fabio Vassel) together with
external consultants. The final proposal has been presented by the
nomination committee (excluding Fabio Vassel).
Majority requirements
This proposal to adopt the incentive programme
and to issue warrants, as well as the approval of the transfers of
warrants from the Subsidiary to the Participants, is governed by
the provisions in Chapter 16 of the Swedish Companies Act (Sw.
Aktiebolagslagen (2005:551)), and a valid resolution therefore
requires that the proposal is supported by shareholders
representing at least nine-tenths (9/10) of the votes cast as well
as of all shares represented at the meeting.
Miscellaneous
The chairman of the board of directors, the
managing director or a person appointed by the board of directors
shall be authorised to make any minor adjustments required to
register the resolution with the Swedish Companies Registration
Office.
Item 17. Resolution regarding authorization for
the board of directors to increase the share capital
The board of directors proposes that the general
meeting resolves on an authorization for the board of directors to
– for the period up to the next annual general meeting and at one
or more occasions – resolve upon issuance of new shares, warrants
and/or convertible debentures. Payment may be made in cash, in
kind, through set-off of claims or otherwise be conditional. The
company’s share capital may by support of the authorization be
increased by an amount corresponding to 20 percent of the share
capital and number of shares in the company as of on the date the
board of directors make use of the authorisation. Deviation from
the shareholders’ preferential rights shall be allowed in
situations where a directed issue is deemed more appropriate for
the company due to timing, commercial or similar reasons, and in
order to enable acquisitions. The chairman of the board of
directors, the managing director, or anyone authorized by the board
of directors, shall have the right to make any minor adjustments
required in order to register this resolution.
Majority requirements
For a valid decision on the proposal on an authorization for the
board of directors, as outlined above, requires that the proposal
is supported by shareholders representing at least two-thirds (2/3)
of the votes cast and the shares represented at the meeting.
Number of shares and votes in the company
The total number of shares in the company at the
time of issuance of this notice is 143,615,696, and the total
number of votes for all issued shares in the company is 143,615,696
votes. The company does not hold any of its own
shares.
Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish
Companies Act (Sw. aktiebolagslagen (2005:551)) the board of
directors and the managing director are under a duty to, if any
shareholder so requests and the board of directors deems that it
can be made without material damage to the company, provide
information, regarding circumstances which may affect the
assessment of a matter on the agenda or of the company’s economic
situation. Such duty to provide information also comprises the
company’s relation to the other group companies, the consolidated
financial statements and such circumstances regarding subsidiaries
which are set out in the foregoing sentence.
Documentation
The financial accounts, auditor’s report,
complete proposals for resolution and other documents to be dealt
with at the general meeting will be kept available at the company’s
office not later than three weeks before the meeting. The documents
will be sent free of charge to shareholders who so request and
state their postal address. The documents will also be made
available not later than the aforementioned date on the company’s
website www.mahaenergy.ca. All the above mentioned documents will
also be presented at the general meeting.
_____
Stockholm, April 2023
The board of directors
For more information, please
contact:Paulo Thiago Mendonça, CEOPhone: +46 8 611 05
11E-mail: info@mahaenergy.ca
Guilherme Guidolin de Campos,
CFOPhone: +46 8 611 05 11E-mail: info@mahaenergy.ca
Miscellaneous The information
was submitted for publication, through the agency of the contact
person set out above, 15:40 CEST on 21 April 2023.
About MahaMaha Energy AB (publ)
is a listed, international upstream oil and gas company whose
business activities include exploration, development and production
of crude oil and natural gas. The strategy is to target and develop
underperforming hydrocarbon assets on global basis. Maha operates
the Mafraq field in Block 70 in the Sultanate of Oman and assets in
the United States. The shares are listed on Nasdaq Stockholm
(MAHA-A). The head office is in Stockholm, Sweden with a technical
office in Calgary, Canada, as well as operations offices in
Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more
information, please visit our website www.mahaenergy.ca.
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