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2014-04-14

Tethys Oil: Annual General Meeting in Tethys Oil

The shareholders of Tethys Oil AB (publ) are hereby invited to attend the
Annual General Meeting on Wednesday May 14th 2014, at 3 p.m. at Van der
Nootska Palatset, St. Paulsgatan 21 in Stockholm.

Notification

To be entitled to participate at the Meeting, shareholders must first be
included in the register of shareholders maintained by Euroclear Sweden AB
(the Swedish Central Securities Depository&Clearing Organisation) as of
Thursday May 8th, 2014, second notify Tethys Oil AB of their intention to
attend no later than Thursday May 8th, 2014; by mail to Tethys Oil AB,
Hovslagargatan 5 B, SE-111 48 Stockholm, Sweden, by fax +46 (0)8 505 947 99
by telephone: +46 (0)8 505 947 00, or by e-mail agm@tethysoil.com.
Notifications should state names, personal or corporate identity numbers and
registered shareholdings.

For entitlement to participate at the Meeting, shareholders with
nominee-registered holdings must temporarily re-register their shares in
their own names in the register of shareholders maintained by Euroclear
Sweden through their nominees in good time before May 8th 2014.

Agenda

1 Opening of the Meeting.
2 Election of Chairman of the Meeting.
3 Preparation and approval of the voting register.
4 Election of at least one person to approve the minutes.
5 Approval of the agenda.
6 Determination as to whether the Meeting has been duly convened.
7 Speech by the Managing Director and the management of the Company.
8 Presentation of the annual report and the auditors’ report, the
consolidated annual report and the auditors’ group report.
9 Resolution in respect of adoption of the profit and loss statement and the
balance sheet and the consolidated profit and loss statement and
consolidated balance sheet.
10 Resolution in respect of appropriation of the Company’s profit or loss
according to the adopted balance sheet.
11 Resolution in respect of discharge from liability of the members of the
Board and the Managing Director.
12 Election of members of the Board, Chairman of the Board and auditor.
13 Resolution in respect of the fees payable to the members of the Board and
the auditors.
14 Resolution in respect of guidelines for compensation of senior executives
15 Resolution in respect of a Nomination Committee and nomination procedure
for the Annual General Meeting 2015.
16 Resolution in respect of an authorization of the Board to resolve new issue
of shares.
17 Resolution in respect of an authorization of the Board to resolve
repurchase of shares.
18 Other matters.
19 Closing of the Meeting.

Proposals for resolutions

Resolutions in respect of Chairman of the AGM, election of Chairman of the
Board and of other members of the Board, fees payable to the Chairman of the
Board and other members of the Board, election of auditor and fees payable to
the auditor (items 2, 12 and 13)

Tethys Oil AB’s Nomination Committee for the 2014 Annual General Meeting,
consisting of Dennis Harlin (Chairman), Håkan Ehrenblad, Jan Risberg and
Mikael Petersson, proposes the following:

* Advokat Erik Nerpin to be appointed as Chairman of the Annual General
Meeting.
* Five members of the Board of Directors to be appointed without deputy
members.
* Re-election of Staffan Knafve, Jan Risberg, Magnus Nordin, Katherine
Stövring and Per Brilioth.
* Election of Staffan Knafve as Chairman of the Board of Directors.
* Remuneration of the members of the Board of Directors and the Chairman of
the Board of Directors, including Board Committee membership, to be as
follows: (i) annual fees of the members of the Board of Directors of SEK
175,000 (excluding the Chief Executive Officer); (ii) annual fees of the
Chairman of the Board of Directors of SEK 450,000; (iii) annual fees for
Committee members of SEK 25,000 per Committee assignment (excluding the
Chairman of the Audit Committee); and (iv) annual fees for the Chairman of
the Audit Committee Chairmen of SEK 50,000. The total fees for Committee
work, including Committee Chairmen fees shall not exceed SEK 225,000.
* Re-election of the registered accounting firm PricewaterhouseCoopers AB as
the auditor of the Company, with authorised public accountant Klas Brand as
the auditor in charge, for a period until the end of the 2015 Annual
General Meeting.
* The auditor's fees shall be payable upon approval of their invoice.

The Nomination Committee has obtained support of its proposal from
shareholders representing approximately 35 per cent of the shares of the
Company.

Resolution in respect of appropriation of the Company’s profit or loss (item
10)

The Board proposes that no dividend is declared for the financial year 2013.

Resolution in respect of guidelines for compensation of senior executives
(item 14)

It is the aim of Tethys Oil to recruit, motivate and retain executives capable
of achieving the objectives of the Group, and to encourage and appropriately
reward superior performance in a manner that enhances shareholder value.
Accordingly, the Group operates a Policy on Remuneration which ensures that
there is a clear link to business strategy and a close alignment with
shareholder interests, and aims to ensure that executives are rewarded fairly
for their contribution to the Group’s performance.

The remuneration package of the executives in the Group (which include the
Managing Director and the Chief Financial Officer) in the Group contains five
components: 1) basic salary; 2) pension arrangements; 3) yearly variable
salary; 4) non-financial benefits; and 5) severance payments. The board may
deviate from the guidelines if there are particular grounds for it. More
details are to be found in the Board’s full proposal.

Resolution in respect of a Nomination Committee and nomination procedure for
the Annual General Meeting 2015 (item 15)

The Nomination Committee propose that the representatives of the nomination
committee shall be appointed through a procedure where the chairman of the
board of directors contacts the three largest shareholders based on
shareholders statistics from Euroclear Sweden AB as per 30 September 2014,
and that such shareholders each appoints a representative to, together with
the chairman of the board of directors, constitute the nomination committee
up until the next annual general meeting, or, if applicable, up until a new
nomination committee has been appointed. If the chairman of the board,
directly or through companies, would be one of the three aforementioned
largest shareholders, the nomination committee shall be composed of three
members only (the chairman and the two representatives appointed by the other
two large shareholders).

Should a representative resign from the nomination committee before its work
is completed and provided that the nomination committee considers it
necessary, a substitute shall be appointed by the same shareholder that has
appointed the resigning representative, or, if this shareholder is no longer
one of the largest shareholders in terms of votes, a replacement will be
approached among the larger shareholders.

The nomination committee shall appoint one of its members as chairman. The
composition of the nomination committee shall be made public on the company's
web site as soon as the nomination committee has been formed and no later
than six months before the annual general meeting. In the event that the
ownership structure is changed after the nomination committee has been
composed such that one or several shareholders that have appointed a
representative to the nomination committee is no longer in the group of the
three largest shareholders in terms of votes, the composition of the
nomination committee may be changed in accordance therewith if the nomination
committee considers that so is necessary.

The tasks of the nomination committee shall be to prepare, for the next
shareholders' meeting, proposals in respect of number of directors of the
board, remuneration to the chairman of the board of directors, the other
directors of the board and the auditors respectively, remuneration, if any,
for committee work, the composition of the board of directors, the chairman
of the board of directors, resolution regarding the process of the nomination
committee 2016, chairman at the annual general meeting and election of
auditors. The company shall pay for reasonable costs that the nomination
committee has considered to be necessary in order for the nomination
committee to be able to complete its assignment.

Resolution in respect of an authorization for the Board to resolve new issue
of shares (item 16)

The Board of Directors proposes that the General Meeting authorizes the Board
of Directors to resolve, at one or more occasions until the next Annual
General Meeting 2015, to issue new shares with consideration in cash and/or
with consideration in kind or by set-off and also be able to resolve to
disapply the shareholders’ pre-emption rights. The purpose with the
authorization and the reason for disapplying the shareholders’ pre-emption
rights is to enable the Company to make business acquisitions and to raise
capital for the Company’s business operations. The total number of shares
that can be issued based on the authorization may not exceed 10 per cent of
the total number of shares in the Company. In case it is resolved to deviate
from the shareholders pre-emption rights, the share issue shall be made in
accordance with market conditions.

Resolution in respect of an authorization for the Board to resolve on
repurchase of shares (item 17)

The Board of Directors proposes that the Annual General Meeting resolve to
authorize the Board of Directors to, up until the Annual General Meeting
2015, resolve on purchases of Tethys Oil’s AB own shares, in accordance with
the following.

1 Purchases may be effected on NASDAQ OMX Stockholm.
2 The authorization may be used at one or several occasions before the Annual
General Meeting 2015.
3 Purchases may be made by a maximum of so many shares that the company’s
holding of own shares after the purchase amounts to a maximum of one-tenth
of all the shares in the company.
4 Purchases of the company’s own shares may be effected on NASDAQ OMX
Stockholm within the registered price interval from time to time.

The main reason of possible purchases is to give the company flexibility
regarding its equity and thereby optimize the capital structure of the
company. Possible purchases may also enable own shares to be used as payment
at, or financing of, an acquisition of a company or a business. The Board of
Directors shall have the right to determine other conditions of the purchase
in accordance with the authorization.

Documents for the Meeting

Tethys Oil AB’s Annual Report and audit report will b...

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