Notice of extraordinary general meeting in Tethys Oil AB (publ)
The shareholders of Tethys Oil AB (publ), 556615-8266 (the “Company” or “Tethys Oil”) are hereby summoned to the extraordinary general meeting on Friday, 24 January 2025 at 10:00 at Gernandt & Danielsson Advokatbyrå, Hamngatan 2, 111 47 Stockholm. Entry and registration begin at 9:45.
The general meeting is convened at the request of Roc Oil Company Pty Limited (“ROC”), who on 18 December 2024 announced that shareholders holding shares corresponding to approximately 89,98 percent of the shares and votes of Tethys Oil had accepted ROC’s public cash offer, and that ROC had acquired shares corresponding to approximately 0,0217 percent outside of the Offer, thereby securing ownership of 90,003 of the shares and votes in the Company.
Due to the new ownership structure, the Company’s nomination committee has not been involved in the preparations of the proposals to the general meeting.
Exercise of voting rights at the general meeting
Shareholders who wish to exercise their voting rights at the general meeting must:
- be registered in the share register kept by Euroclear Sweden AB on 16 January 2025 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed on 20 January 2025, and
- give notice of participation in accordance with the instructions set out under the heading “Notification of attendance in person or by proxy” not later than on 20 January 2025.
Notification of attendance in person or by proxy
Shareholders who wish to attend the general meeting in person or by proxy shall give notice to the Company of this not later than on 20 January 2025 by post to Tethys Oil AB (publ), “Extraordinary General Meeting”, Hovslagargatan 5 B, 111 48 Stockholm or by e-mail to info@tethysoil.com.
The notification shall state the name or company name, personal identification number or corporate identification number, address, phone number and, where applicable, the number of accompanying assistants (not more than two).
Shareholders who do not wish to participate in person may exercise their voting rights at the general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.
In order to facilitate the registration at the general meeting, powers of attorney, certificates of registration and other authorisation documents should be sent by post to Tethys Oil AB (publ), “Extraordinary General Meeting”, Hovslagargatan 5 B, 111 48 Stockholm and be received by the Company no later than 20 January 2025. Please note that notification of participation at the general meeting must be made even if the shareholder wishes to exercise its voting rights at the general meeting through a proxy. A submitted power of attorney is not considered as a notification of participation at the general meeting. A form of power of attorney is provided upon request and is available on the Company’s website (www.tethysoil.com).
Proposed agenda
- Election of the chairman of the general meeting.
- Preparation and approval of the voting list.
- Election of at least one person to verify the minutes.
- Approval of the agenda.
- Resolution on whether the general meeting has been duly convened.
- Determination of the number of members of the board of directors.
- Election of a new board of directors and election of chair of the board of directors.
- Resolution regarding board remuneration.
- Resolution regarding cancellation of guidelines for remuneration of executive management.
- Resolution regarding cancellation of nomination committee and instructions for the nomination committee.
- Closing of the general meeting.
Proposed resolutions
The Company has been informed that ROC will present proposed resolutions regarding items 6-8 at the latest at the general meeting.
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the Company amounts to 33,458,828. The Company holds 1,189,901 treasury shares as of the date of this notice.
Shareholders’ right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without significant harm to the company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda.
Personal data
For more information on how personal data is processed in connection with the general meeting, please refer to the privacy notice that is available on Euroclear Sweden AB’s website (www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).
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Stockholm in December 2024
Tethys Oil AB (publ)
The board of directors