MALKA OIL: NOTICE TO CONVENE EXTRAORDINARY GENERAL MEETING
(Thomson Reuters ONE) - CONVENING NOTICE TO EXTRAORDINARY SHAREHOLDERS MEETING IN MALKA OILAB (PUBL)The shareholders of Malka Oil (publ) reg. no, 556615-2350, (the"Company") are hereby given notice to attend an extraordinaryshareholders meeting to be held on Thursday December 17, 2009 at09:00 AM at Radisson SAS Strand Hotel at Nybrokajen 9, Stockholm.Notice of attendance etcShareholders wishing to participate in the meeting; * must be recorded in the shareholders' register kept by Euroclear Sweden AB no later than Friday December 11, 2009, * must notify the Company of their attendance and any attending assistants no later than 4.00 p.m. on Friday December 11, 2009, either in writing to Malka Oil AB (publ.), Birger Jarlsgatan 41A, 111 45 Stockholm, via facsimile08 5000 7815, via e-mail egm(at)malkaoil.se or via telephone 08 5000 7810 stating the full name, personal registration number or corporate registration number, address, telephone number daytime and when applicable, information of legal representative, proxy and assistant. The number of assistants may not be more than two (2). In order to facilitate entry to the meeting the notice shall, when appropriate, be accompanied by power of attorney, registration certificates and other authorization documents.Shareholders, whose shares are registered in the name of a nominee,must request to be temporarily entered into the shareholders registerkept by Euroclear Sweden AB in order to have a right to attend themeeting. The shareholder must notify the nominee to that effect wellbefore Friday December 11, 2009 when such registration must beexecuted.Agenda1. Opening of the meeting2. Election of chairman of the meeting3. Drawing up and approval of the voting list4. Approval of the agenda5. Election of one or two persons to approve the minutes6. Determination as to whether the meeting has been duly convened7. Resolution regarding sale of subsidiary a. Resolution on sale of the Company's subsidiary LLC STS-Service to Gazprom Neft in accordance with the board of director's approval b. Resolution regarding authorizing a sale of the Company's subsidiary LLC STS-Service8. Resolution regarding authorizing the board of directors to decideof new issue9. Closing of the meeting _________Item 7.a Resolution on sale of the Company's subsidiary LLCSTS-Service to Gazprom Neft in accordance with the board ofdirector's approvalThe Company have on 1 December, 2009 announced that a binding termsheet as of 1 December 2009 has been entered into with Gazprom Neftwhereby the parties have agreed upon a sale of the Company's Russiansubsidiary LLC STS-Service. In addition to all shares in thesubsidiary the transaction comprises a transfer of a group debt thatthe Company has on the subsidiary. The binding term sheet shallfurther be set out in a share sale and purchase agreement that willbe signed by the parties prior to the extraordinary shareholdersmeeting. The share sale and purchase agreement shall, in addition tothe conditions already agreed upon, contain such further provisionthat are customary for transactions of this kind.The fixed, non adjustable consideration for the shares in LLCSTS-Service and the group debt amounts to SEK 820,000,000. Thetransfer is conditional upon amongst other things approval by theboard of directors in Gazprom Neft, approval by the extraordinaryshareholders meeting and approval from the Russian CompetitionAuthority. Transfer, assignment and payment is estimated to takeplace during January 2010, as soon as possible after obtainingnecessary approvalsLLC STS-Service is the Company's main asset and is moreover the MalkaOil group's operational company. The intention of the board ofdirectors is that the Company after the transfer in accordance withthis item or item 7. b shall continue to conduct its business inaccordance with the object stated in the articles of associationbased on a revised business plan. The shareholders of the Companywill be summoned to attend a new shareholders meeting in connectionwith the transfer to Gazprom Neft being finalized at which time therevised business plan will be presented to the shareholders forapproval by the shareholders.Item 7.b Resolution on authorizing a sale of the Company's subsidiaryLLC STS-ServiceIf the shareholders meeting do not approve of the board of directorsproposal according or item 7.a the board of directors propose thatthe shareholders meeting authorize the board to up until the nextannual shareholders meeting carry out and finalize negotiationsregarding a sale of LLC STS-Service without any further convening ofthe shareholders meeting, provided that the conditions for such asale according to the discretion of the board are more advantageousthan the conditions for the proposed sale according to item 7.a. At asale according to this item 7.b the shareholders will in accordancewith what has been stated under item 7.a. in connection with that thesale of LLC STS-Service being finalized, be summoned to a newshareholders meeting to approve a revised business plan.Item 8. Resolution on authorizing the board of directors to decide onnew issueThe board of directors proposes that the shareholders meeting resolveto authorize the board to, at one or several occasions during thetime period up until the next annual shareholders meeting, decide toincrease the Company's share capital through new issue. The board ofdirectors shall, in addition to preferential share issues, beauthorized to decide on a new issue deviating from the shareholderspreferential rights, with provisions regarding payment in kind andset off and/or otherwise in accordance with the provisions in Section2:5 second paragraph 1-3 and 5 in the Companies Act. New issuanceaccording to the authorization may in total at the most comprise thenumber of shares that are allowed within the Company's maximum sharecapital limit and shall take place on fair market conditions. Thereason for that the board of directors shall be able to decide on newissue deviating from the shareholders' preferential rights are thatthe Company shall be able to issue shares in connection withacquisition of companies or businesses, and be able to carry outdirected issues with the purpose to seek capital to the Company.Available documentsThe board of directors complete proposal for resolution under item 8will be made available for shareholders at the Company's office atBirger Jarlsgatan 41A, during at least two weeks prior to theshareholders meeting. Copies of the documents will be sent at no costto shareholders that request it and giving their postal address. Thedocuments will also be available at the Company's webpagewww.malkaoil.se.An information leaflet with further information regarding thetransfer to Gazprome Neft and the main conditions in the share saleand purchase agreement etc according to the board of directorsproposals for resolutions according to item 7.a - 7.b will be heldavailable at the Company's office at Birger Jarlsgatan 41A,FridayDecember 11, 2009 at the latest. Photocopies of the document will besent to shareholders requesting it and giving their postal address.The document will also be available at the Company's webpagewww.malkaoil.se. _________Stockholm December 2009The board of directorsFor further information, please contact:Maks Grinfeld, MD, tel: +46 768 077 614Sven-Erik Zachrisson, Chairman of the Board of Directors, tel: +46 841 05 45 96For further information on Malka Oil AB, see the websitewww.malkaoil.comReasonable caution notice: The statement and assumptions made in thecompany's information regarding Malka Oil AB's ("Malka") currentplans, prognoses, strategies, concepts and other statements that arenot historical facts are estimations or "forward looking statements"concerning Malka's future activities. Such future estimationscomprise but are not limited to statements that include words such as"may occur", "concerning", "plans", "expects", "estimates","believes", "evaluates", "prognosticates" or similar expressions.Such expressions reflect the management of Malka's expectations andassumptions made on the basis of information available at that time.These statements and assumptions are subject to a large number ofrisks and uncertainties. These, in their turn, comprise but are notlimited to i) changes in the financial, legal and politicalenvironment of the countries in which Malka conducts business, ii)changes in the available geological information concerning thecompany's projects in operation, iii) Malka's capacity tocontinuously guarantee sufficient financing to perform theiractivities as a "going concern", iv) the success of all participantsin the group, or of the various interested companies, joint venturesor secondary alliances, v) changes in currency exchange rates, inparticular those relating to the RUR/USD rate. Due to the backgroundof the many risks and uncertainties that exist for anyoil-prospecting venture and oil production company in its initialstage, Malka's actual future development may significantly deviatefrom that indicated in the company's informative statements. Malkaassumes no implicit liability to immediately update any such futureevaluations.http://hugin.info/138739/R/1358390/330712.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 01.12.2009 - 12:58 Uhr
Sprache: Deutsch
News-ID 9099
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