Press Releases

Notice on EGM

25.05.2011

The shareholders of Emitor Holding AB (publ) (subject to change of name to Selena Oil & Gas Holding AB (publ)), 556643-6613, (the “Company”) are hereby convened to the extraordinary general meeting to be held at 10.00 a.m. (CET), on Thursday 9 June 2011, at the Company’s premises, Sjöviksbacken 14, Stockholm.

Registration
Shareholders who wish to participate in the extraordinary general meeting must

  • be entered in the share register maintained by Euroclear Sweden AB no later than Wednesday 1 June 2011,
  • give notice of their intention to participate in the extraordinary general meeting no later than 4.00 p.m. (CET) on Wednesday 1 June 2011, via mail to the address: Selena Oil & Gas Holding AB (publ)/Selena Oil & Gas AB, Wallingatan 32-34, SE-101 30 Stockholm, or via e-mail baiba.gegere@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 also bring one or two advisors to the general meeting if the shareholder notifies the number of advisors as described above.

Shareholders whose shares are registered in the name of a nominee must arrange for those shares to temporarily be re-registered in their own names in order to be entitled to participate in the general meeting. Such registration must be completed by Euroclear Sweden AB on Wednesday 1 June 2011. This means that the shareholder must, well in advance of this date, inform the nominee hereof.

A shareholder represented through a representative shall issue a proxy for the representative. The proxy should be sent to the Company well in advance of the general meeting to the above address. If the proxy is issued by a legal entity, a certified copy of the certificate of registration of the legal entity shall be attached. The Company provides the shareholders with proxy forms on the Company’s website, www.emitor.se.

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 103,499,962. After registration of the new issue for non-cash consideration resolved by the extraordinary general meeting on 6 May 2011, the number of shares and votes in the Company will amount to 4,134,750,000.

MATTERS AND PROPOSED AGENDA
1. Opening of the general meeting and election of the chairman of the general meeting;
2. Preparation and approval of the voting list;
3. Election of one or two persons to verify the Minutes;
4. Determination of whether the general meeting has been duly convened;
5. Approval of the Agenda;
This is an English translation of the Swedish version of the notice. In the event of any discrepancy in content
between the language versions, the Swedish version shall prevail.
6. Resolution on authorisation of the Board of Directors to resolve on a new issue of shares;
7. Closing of the general meeting.

Proposed resolution
The Board of Directors proposes that the extraordinary general meeting authorises the Board of Directors to, 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 25,000,000 shares, (subject to the resolutions on reverse split of shares and amendments to the Articles of Association, adopted at the extraordinary general meeting held on 6 May 2011). 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 authorisation 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 authorisation 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 or acquisitions of companies as well as to enable a broadening of the ownership base of the company.

This authorization shall replace previously existing authorization for the Board of Directors to resolve on new issue of shares.

The Managing Director, or such person appointed by the Managing Director, is proposed to be authorised to make such minor formal adjustments to the authorisation 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 extraordinary general meeting.

This is an English translation of the Swedish version of the notice. In the event of any discrepancy in content between the language versions, the Swedish version shall prevail.

___________
Stockholm in May 2011
Emitor Holding AB (publ)
(subject of change of name to Selena Oil & Gas Holding AB (publ))
The Board of Directors

Click here to download in PDF format

 


Click here for Emitor Holding AB (publ) Press releases 2008 – 2011