Notice to Attend the Extraordinary General Meeting in Maha Energy
ab (publ)
The shareholders in Maha Energy AB (publ), reg. no. 559018-9543,
(the “Company”) are hereby given notice to attend
the extraordinary general meeting on Monday 18 September 2023 at
11.00 CEST at Setterwalls Advokatbyrå’s offices at Sturegatan 10 in
Stockholm, Sweden. Registration for the meeting commences at 10.30
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 Friday 8 September 2023;
and
(ii) notify
the Company of their attendance and any assistant no later than
Tuesday 12 September 2023. Notification can be made via letter to
Setterwalls Advokatbyrå AB, Attn: Hugo Lemaire Månsson, P.O. Box
1050, SE-101 39 Stockholm, Sweden or by e-mail to
hugo.lemairemansson@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 Friday 8 September 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 Tuesday 12 September
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;
- Resolution on
changes to the board composition and decision on board fees;
- Resolution on
changes to the articles of association with respect to share
capital and number of shares;
- 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); and
- Closing of the
meeting.
Proposed
resolutions
Item 6. Resolution on changes to the board
composition and decision on board fees
At the annual general meeting held on 24 May
2023, it was resolved to elect Fabio Vassel (chairman), Paulo
Thiago Mendonça, Enrique Peña, Viktor Modigh, Richard Norris,
Halvard Idland and Kjetil Solbraekke as ordinary board members for
the period until the end of the next annual general meeting.
The nomination committee proposes that the
general meeting resolves on the following changes to the board
composition, maintaining the board fees resolved by the annual
general meeting held on 24 May 2023. The nomination committee
proposes that the board of directors shall consist of seven (7)
ordinary board members with no deputy members until the end of the
next annual general meeting. The nomination committee proposes that
Kjetil Solbraekke, upon his own request, is discharged from the
board of directors and that Svein Harald Øygard is elected as new
ordinary board member for the period until the end of the next
annual general meeting (i.e. in addition to the remaining current
board members). The nomination committee further proposes that
Fabio Vassel, upon his own request, is discharged from his
assignment as chairman of the board of directors while remaining as
ordinary board member, and that Paulo Thiago Mendonça is elected as
chairman of the board of directors for the period until the end of
next annual general meeting.
Paulo Thiago Mendonça, Fabio Vassel and Svein
Harald Øygard are to be entitled to remuneration (board fees) as
resolved by the annual general meeting held on 24 May 2023 (i.e.
SEK 415,000 to the chairman of the board of directors and SEK
300,000 to the ordinary board members, reduced proportionally
taking into account that they will not serve as chairman and board
members, respectively, during the entire time period between the
annual general meeting held on 24 May 2023 and the next annual
general meeting).
Presentation of the proposed new board member
Svein Harald Øygard, born
1960
Experience: Economist in the
Ministry of Finance of Norway, as a secretary of the Committee of
Fiscal affairs in the Norwegian Parliament, as economic advisor for
the Labor Party and then as Deputy Minister of Finance of Norway,
1990-1994. From there he joined McKinsey Company, where he worked
for 21 years, largely in oil & gas, finance and industry, among
others advising oil & gas companies in the North Sea, North
America, the Mid-East, South-East Asia and West Africa. He also
served as Country Manager Norway, as interim Central Bank Governor
of Iceland after the 2008 Global Financial Crisis, and as Chair of
the Execution Committee for the Icelandic bank restructuring. In
2017 he co-founded DBO Energy and in 2020 he co-founded Janeiro
Energy, a venture fund investing into businesses in the renewables
sector.
Education: Cand. Oecon from the University of
Oslo, Economist.
Current assignments: He
currently holds several board positions, including being chair in
Norwegian Air Shuttle since its 2021 reconstruction and as chair of
DOF after its 2023 reconstruction. He is also on the board of
TGS-NOPEC. He was on the board of Seadrill through the last phase
of its reconstruction and on the board of AGR Petroleum
Services.
Previous assignments (last five
years): He rejoined McKinsey, serving as Global
Knowledge Leader Oil & Gas 2010-2014 and as leader of Oil &
Gas in Latin America, based in Brazil, 2013-2016. He then worked as
Senior Partner Corporate Finance in Sparebank1 Markets until
mid-2021.
Independent in relation to the Company and the Company
management: Yes.
Independent in relation to the major
shareholders: No.
Holdings of shares in Maha: Svein Harald
indirectly holds 2,474,434 shares in Maha through his investment
company, Energy Investors AS (out of which 40,000 shares are
currently lent out), and 7,312,199.33 shares in Maha indirectly
through ownership of 1/3 of the shares in DBO Invest S.A. He also
holds 3,024,406 shares in Maha directly, following the closing of
the DBO transaction. The shares held directly and indirectly
through DBO Invest S.A. have been subscribed for, fully paid and
allocated, but have as per the date of this notice to attend not
been registered with the Swedish Companies Registrations Office.
Paid-up subscribed shares (BTA) have been issued to be converted
into the shares after registration of the new shares with the
Swedish Companies Registration Office.
Item 7. Resolution on changes to the articles of
association with respect to share capital and number of shares
At the extraordinary general meeting held on 29
March 2023, it was resolved to change the limits in the articles of
association with respect to share capital and number of shares in
§§ 4 and 5 in view of the expected increase in the Company’s share
capital and number of shares following the same extraordinary
general meeting’s resolution to increase the share capital by not
more than SEK 404,529.51 through a new issue of not more than
36,775,410 shares against payment in kind within the framework of
the acquisition of DBO 2.0 S.A. (thereafter re-named Maha Energy
Offshore (Brasil) Ltda.). Following contractual adjustments, the
total number of new shares issued by the Company was reduced to
34,829,057 shares, resulting in the new number of shares and share
capital of the Company not attaining the minimum limits pursuant to
the articles of association resolved upon at the extraordinary
general meeting, why the new articles of association were not
registered with the Swedish Companies Registration Office.
The board of directors proposes to change the
limits in the articles of association with respect to share capital
and number of shares in §§ 4 and 5. § 4 is proposed to be changed
from “The company’s share capital shall be not less than SEK
517,000 and not more than SEK 2,068,000” to “The company’s share
capital shall be not less than SEK 1,925,000 and not more than SEK
7,700,000”. § 5 is proposed to be changed from “The number of
shares in the company shall be no less than 47,000,000 and no more
than 188,000,000” to “The number of shares in the company shall be
no less than 175,000,000 and no more than 700,000,000”.
The chairman of the board of directors, the CEO
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. A valid resolution
requires that the proposal is supported by shareholders
representing at least two-thirds (2/3) of the votes cast as well as
of all shares represented at the meeting.
Item 8. 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 5,712,210 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 any of the Company’s subsidiaries (the
“Subsidiary”), 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
30 September 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 62,834.31 (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”) corresponding to 100% of the
volume weighted average last closing price for the Company’s share
on Nasdaq Stockholm during the period from and including 11 May
2023 until and including 18 September 2023. Any amount that exceeds
the quotient value shall be transferred to the nonrestricted share
premium account. The Exercise Price thus calculated shall be
rounded off to the nearest whole SEK 0.10, whereupon SEK 0.5 shall
be rounded upwards. 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 incentives 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 2,856,105
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 5,712,210 issued warrants; a total of 5,712,210 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, including the 34,829,057
new shares issued within the framework of the acquisition of DBO
2.0 S.A. (thereafter re-named Maha Energy Offshore (Brasil) Ltda.)
which have not been registered with the Swedish Companies
Registration Office as at 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 4.08 per warrant, based on a
market value of the underlying share corresponding to SEK 8.50 and
an estimated Exercise Price of SEK 8.68 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 23,281,826 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 9. 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 3,808,140 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 any of the Company’s subsidiaries (the
“Subsidiary”), 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
30 September 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 41,889.54(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”) corresponding to 100% of the
volume weighted average last closing price for the Company’s share
on Nasdaq Stockholm during the period from and including 11 May
2023 until and including 18 September 2023. Any amount that exceeds
the quotient value shall be transferred to the nonrestricted share
premium account. The Exercise Price thus calculated shall be
rounded off to the nearest whole SEK 0.10, whereupon SEK 0.5 shall
be rounded upwards. 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. The chairman of the Company’s board of directors, as
member of the nomination committee, 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 incentives 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 2,856,105
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 3,808,140 issued warrants; a total of 3,808,140 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, including the 34,829,057
new shares issued within the framework of the acquisition of DBO
2.0 S.A. (thereafter re-named Maha Energy Offshore (Brasil) Ltda.)
which have not been registered with the Swedish Companies
Registration Office as at 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 4.08 per warrant, based on a
market value of the underlying share corresponding to SEK 8.50 and
an estimated Exercise Price of SEK 8.68 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 15,521,217.
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.
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 178,444,753 (of which 34,829,057
shares have not been registered with the Swedish Companies
Registration Office as at the date of this notice to attend,
however 34,829,057 so-called paid up subscribed shares (BTA) have
been issued which each carry one vote). The total number of votes
for all issued shares (including BTA) in the Company is 178,444,753
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.
Documentation
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, 12 August 2023
The board of directors
For more information, please
contact:Paulo Thiago Mendonça, CEO, Phone: +46 8 611 05
11, E-mail: info@mahaenergy.ca Guilherme Guidolin de Campos, CFO,
Phone: +46 8 611 05 11, E-mail: info@mahaenergy.ca Jakob Sintring,
Head of IR, Phone: +46 8 611 05 11, E-mail: info@mahaenergy.ca
Miscellaneous The information
was submitted for publication, through the agency of the contact
person set out above, 15:00 CEST on 12 August 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, Rio De Janeiro, Brazil and Muscat, Oman.
For more information, please visit our website
www.mahaenergy.ca.
Maha Energy Ab (LSE:0GEA)
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