Press Releases

Notice on AGM 2013

05.06.2013

 

NOTICE
The shareholders of Selena Oil & Gas Holding AB (publ), 556643-6613 (the “Company”), are hereby convened to annual general meeting to be held at 15.00 CET, on Friday 5 July 2013, at Mangold Fondkommission, Engelbrektsplan 2, Stockholm.
 
Registration
Shareholders who wish to participate in the annual general meeting must
  • be entered in the Company’s share register maintained by Euroclear on Saturday 29 June 2013,
  • give notice of their intention to participate in the annual general meeting no later than 4.00 p.m. (CET) on Monday 1 July 2013, to: Selena Oil & Gas Holding AB (publ) Box 7614 SE-103 94 Stockholm, or via e-mail info@selenaoil.com
Name, address, civic registration number/company identification number and telephone number as well as number of shares represented should be included in the notice to participate. A shareholder may bring one or two advisors to the general meeting if the shareholder identifies the advisors as described above.
 
Shareholders whose shares are registered in the name of a nominee must arrange for a temporary re-registration of such shares in name of the owner, in order to be entitled to participate in the general meeting. Such re-registration must be completed by Euroclear no later than Saturday June 29th, 2013. This means that the shareholder must, well in advance of this date, inform the nominee hereof.
 
A shareholder wishing to be represented by a proxy shall issue a valid power of attorney mandating the proxy. The proxy should be sent to the Company well in advance of the general meeting to the above address. If the power of attorney is issued by a legal entity, a verified copy of the certificate of registration of the legal entity must be enclosed. Format for power of attorney are available to shareholders for downloading at the Company’s website, www.selenaoil.com.
 
MATTERS AND PROPOSED AGENDA
1. Opening of the general meeting and election of the chairman for the meeting;
2. Preparation and approval of the shareholder voting list; 
3. Approval of the Agenda;
4. Election of one or two persons to verify the Minutes;
5. Determination of whether the general meeting has been duly convened; 
6. Presentation of the annual report and the auditors’ report and the consolidated financial accounts and the auditors’ report on the consolidated financial accounts;
7. Resolutions on:
(a) adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet;
(b) disposition of the Company’s profit or loss in the adopted balance sheet; and
(c) discharge from liability of the board of directors and the managing director,
8. Determination of the number of directors as well as number of auditors and deputy auditors
9. Determination of fees to be paid to directors, to auditors and deputy auditors;
10. Election of members of the board and auditors and deputy auditors;
11. Resolution to authorize the board of directors to resolve on a new issues
12. Other matter to be addressed by the annual general meeting
13. Closing of the general meeting.
 
Proposed resolutions
 
Disposition to be made of the Company’s result as shown in the balance sheet adopted (item 7 (b)
The board of directors proposes that the result shall be disposed in the manner proposed in the annual report for financial year 2012.
 
Determination of the number of directors as well as number of auditors and deputy auditors (item 8)
The board of directors proposes the election of six directors, one auditor and that no deputy auditor shall be elected.
 
Determination of the fees to be paid to directors, auditors and deputy auditors (item 9)
It is proposed that the fees shall be SEK 125,000 per year for members of the board of directors and SEK 150,000 per year for the chairman of the board of directors. It is proposed that fees to the auditors shall be paid in accordance with approved invoices.
 
Election of the board of directors and auditors and deputy auditors (item 10)
The board of directors proposes re-election of board members Lars Bergström, Jürgen Lamp, Indrek Rahumaa, Per-Olof Sjöstedt, Staffan Torstensson, and Poul Waern.
The board of directors proposes that PricewaterhouseCoopers AB is re-elected as auditor, with Martin Johansson as responsible auditor, until end of the annual general meeting 2014. 
 
Resolution on authorization of the Board of Directors to resolve on a new issue of shares (item 11)
The Board of Directors proposes that the annual general meeting authorizes the Board of Directors, at on one or more occasions prior to the next annual general meeting, whether with or without deviation from the shareholders’ preferential right, resolve on a new issue of not more than 20,000,000 shares, with regard to the upper limit of the number of shares and the upper limit of the share capital according to the Articles of Association of Company. New issue may be made with or without provisions regarding non-cash consideration, set-off or other provisions specified in Chapter 13 Section 5, first paragraph, 6, of the Swedish Companies Act. 
 
New issues supported by the authorization shall be made to the estimated market value with deduction for the discount, which may be required to obtain interest for the subscription. The purpose of the authorization and the deviation from the shareholders’ preferential rights is to is to provide the Board with flexibility in its work to secure that the Company, in a suitable way, can be provided with capital for the financing of the business, to acquisitions of companies or to enable a broadening of the ownership base of the Company.
 
The Managing Director, or such person appointed by the Managing Director, is proposed to be authorized to make such minor formal adjustments to the authorization resolution, which may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
 
For a valid resolution the proposal needs to be supported by shareholders with at least two-thirds of the votes cast as well as of all shares represented at the annual general meeting.
 
Documents
The annual report and auditor’s report for the financial year 2012 will be available to the company’s shareholders at the Company’s office in Stockholm as from Thursday June 20th 2013 and will upon request be sent to any shareholder after due provision of name and postal address. The documents will be available on the Company’s website www.selenaoil.com and available as printed documents at the annual general meeting.
 
Information on the number of shares and votes
The total number of shares and votes in the Company as of the date of this Notice amounts to 52,098,477.
 
___________
 
 
Stockholm in June 2013
Selena Oil & Gas Holding AB (publ)
 
The Board of Directors
 
 
For further information, please contact:
Magnus Stuart, CEO
+46 706 211 350 
 

Selena Oil & Gas Holding AB (publ) (former Emitor Holding AB) is engaged in the production and transportation of oil and gas in the Volga-Ural region in the Russian Federation, including Perm and Udmurtia. The company is listed on NASDAQ OMX First North Premier in Stockholm under the ticker SOGH. Mangold Fondkommission is the company´s Certified Adviser and liquidity provider, telephone +46 8-503 015 50.

 

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