The shareholders of Tethys Oil AB (publ) gathered on Wednesday 17 may 2017 in Stockholm
the annual general meeting.
The parent company’s and group’s income statements and balance sheets were adopted and the board of directors and the managing director were granted discharge for the financial year 2016.
The annual general meeting decided on a dividend to shareholders of SEK 1.00 per share for fiscal 2016, representing a total of 34 MILLION given the company’s current holding of own shares.
To the board of directors were re-elected Per Brilioth, Dennis Harlin, Magnus Nordin, Katherine H. Støvring and Geoffrey Turbott. To the new board members elected were Rob Anderson, Alexandra Herger and Per Seime. Dennis Harlin was re-elected chairman of the board.
The general meeting decided on remuneration to the directors and the chairman of the board, including for kommittémedlemskap, according to the following: (I) the annual remuneration of 265 000 sek to the members of the board (except the managing director); (ii) annual fee of 595 000 sek to the chairman of the board; (iii) annual remuneration of sek 35 000 to the committee members per committee appointments; annual fee of 90 000 sek to the chairman of the audit committee and sek 65 000 chairman of the remuneration committee, respectively, any technical committee. The total fees for committee work, including fees paid to the chairman of the committee, shall not exceed 535 000 kronor; and (iv) in the event a board member of the board of directors performing tasks that are not included in the normal work of the board, special remuneration to be paid in the form of market-determined hourly rate, the purpose for which a limit of 250 000 sek was decided upon, to be paid after the decision of the board of directors.
The accounting firm PricewaterhouseCoopers AB was re-elected as the company’s auditor, with the authorised public accountant Johan Malmqvist as the main responsible auditor, for a period extending to the end of the agm 2018. The fees to the auditor shall be paid according to approved invoices.
The general meeting decided in accordance with the board’s proposal regarding guidelines for remuneration to senior executives.
The general meeting decided in accordance with the nomination committee’s proposal regarding the nomination committee and the nomination procedure for the annual general meeting in 2018.
The general meeting decided in accordance with the board’s proposal on issuance of warrants and approval of transfer of warrants. The decision means that the company will issue a maximum of 350,000 warrants. Each share option entitles the holder to subscribe for one new share in the company during the period from may 30, 2020 October 2, 2020. The subscription price for new shares will amount to approximately 122,50 per cent of the shares in the company on Nasdaq Stockholm, the quoted volume-weighted average price during the period from 3 may 2017, 16 may 2017. The increase of the company’s share capital will, upon full exercise of the warrants will amount to a maximum of approximately 58 sek 350. The reasons for the deviation from shareholders ‘ preferential rights is that the company will be able to retain and recruit skilled and committed staff in a global market for oil companies by offering these people to participate in a long-term incentive plan.
The general meeting decided in accordance with the board’s proposal to authorize the board during the period until the agm in 2018 to decide on acquisition of own shares in Tethys Oil AB the annual general Meeting also decided in accordance with the board’s proposal to authorise the board of directors to decide on conveyance of own shares.
The general meeting decided to authorise the board of directors, on one or several occasions during the period until the next annual general meeting in 2018 to decide on new issue of shares or convertibles for payment in cash, with a provision regarding in kind or offset or otherwise with conditions and thereby be able to deviate from the shareholders ‘ preferential rights. The purpose of the authorisation and the reason for the deviation from shareholders ‘ preferential rights is to enable the raising of capital for acquisitions and for the company’s movement. The authorization is limited thus, the board of directors may decide on issuance of shares and/or convertible bonds that involve the issuance of or conversion into shares representing more than 10.0 percent of the total number of shares of the company at the issue. The extent such an issue is made with deviation from the shareholders ‘ preferential rights to the issue be done on market conditions.
For further information, please contact the
Magnus Nordin, managing director, tel.: +46 8 505 947 00
Tethys Oil AB (publ)
Tethys Oil is a Swedish oil company with a focus on onshoreområden with known oljefynd. Tethys core area is Oman, where the company has 21 million barrels of proved and probable oil reserves and a production rate of around 12 000 barrels a day from Blocks 3 and 4. Tethys Oil also has exploration assets onshore France and Lithuania, and the production of certain goods in Lithuania. The shares are listed on Nasdaq Stockholm (TETY).
www.tethysoil.com
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