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Notice to attend the Annual General Meeting in Maha Energy AB (publ)

The shareholders in Maha Energy AB (publ), reg. no. 559018-9543, are hereby given notice to attend the annual general meeting at 14:00hs CEST on Tuesday 27 May 2025 at Setterwalls Advokatbyrå’s offices at Sturegatan 10 in Stockholm, Sweden. Registration for the meeting commences at 13:30hs CEST.

Notice

Shareholders wishing to participate at the meeting must:

  1. be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Monday 19 May 2025; and
  2. notify the company of their attendance and any assistant no later than Wednesday 21 May 2025. Notification can be made via letter to Setterwalls Advokatbyrå AB, Attn: Johanna Linnarsson, P.O. Box 1050, SE 101 39 Stockholm, Sweden or by e-mail to johanna.linnarsson@setterwalls.se.

Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.

Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting.

Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Monday 19 May 2025 at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Wednesday 21 May 2025, will, however, be taken into account in the preparation of the share register.

Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the company’s website https://maha-energy.com/. The original version of the power of attorney shall also be presented at the meeting.

Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting;
  2. Preparation and approval of the voting list;
  3. Approval of the agenda;
  4. Election of one (1) or two (2) persons who shall approve the minutes of the meeting;
  5. Determination of whether the meeting has been duly convened;
  6. Submission of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report on the group;
  7. Resolution in respect of adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and the consolidated balance sheet;
  8. Resolution in respect of allocation of the company’s profit or loss according to the adopted balance sheet;
  9. Resolution in respect of the members of the board of directors’ and the managing director’s discharge from liability;
  10. Determination of the number of members of the board of directors and the number of auditors and, where applicable, deputy auditors;
  11. Determination of the fees payable to the members of the board of directors and the auditors;
  12. Election of members of the board of directors, auditors and, where applicable, deputy auditors;
  13. Approval of the remuneration report;
  14. Resolution on an authorization for the Board to decide on the repurchase and transfer of treasury shares;
  15. Resolution regarding an authorization for the board of directors to increase the share capital;
  16. Closing of the meeting.

Proposed resolutions

Item 1. Election of chairman of the meeting
The nomination committee, consisting of Rodrigo Pires, representing Starboard, Luis Araujo representing DBO Invest S.A., Tore Myrholt representing himself, and Paulo Thiago Mendonça, the chairman of the board of directors, proposes that attorney Marcus Nivinger is appointed chairman of the annual general meeting.

Item 8. Allocation of the company’s profit or loss according to the adopted balance sheet
The board of directors proposes that the company’s available funds shall be carried forward in new account and that no dividend shall be paid for the last financial year.

Item 10. Determination of the number of members of the board of directors and the number of auditors and deputy auditors
The nomination committee proposes that five board members are elected.

Further, the nomination committee proposes that a registered public auditor is appointed as auditor.

Item 11. Determination of the fees payable to the members of the board of directors and auditors
The nomination committee proposes that the fees payable to the board of directors for the period until the end of the next annual general meeting shall remain the same and amount to SEK 415,000 to the chairman and SEK 300,000 to each of the other ordinary members (remuneration for committee work not included).

Board members shall also be entitled to invoice the company in so far as they perform services outside the board assignment.
Furthermore, it is proposed, as remuneration for the committee work, the chairman of the Audit, Ethics and Compliance committee is to receive SEK 60,000, the chairman of the Remuneration committee SEK 60,000, the chairman of the HSE, Reserves and Sustainability committee SEK 60,000, members of the Audit, Ethics and Compliance committee (the chairman excluded) SEK 40,000 each, members of the Remuneration committee (the chairman excluded) SEK 40,000 each, members of the HSE, Reserves and Sustainability committee (the chairman excluded) SEK 40,000 each. No remuneration is proposed for members of the Investment Committee. Their participation and contributions are regarded as part of their broader responsibilities as board members underscoring the company’s commitment to effective governance and the responsible management of company resources.

It is proposed that the company’s auditor shall be paid in accordance with approved invoices.

Item 12. Election of members of the board of directors and auditors
The nomination committee proposes re-election of Paulo Thiago Mendonça, Fabio Vassel, Richard Norris and Halvard Idland as ordinary board members. Furthermore, the Nomination Committee proposes new-election of Carlos Gomez-Lackington as an ordinary board member. The nomination committee proposes re-election of Paulo Thiago Mendonça as chairman of the board of directors.

Information on the board members proposed for re-election can be found in the annual report and on the company’s website at https://maha-energy.com/. Information on the board members proposed for new election can be found on the company’s website at https://maha-energy.com/.

The nomination committee further proposes re-election of the accounting firm Deloitte AB as auditor. Deloitte AB has informed that Andreas Frountzos will continue to be appointed as the auditor-in-charge.

Item 13. Approval of the remuneration report
The board of directors proposes that the general meeting resolves to approve the board’s remuneration report in accordance with Chapter 8, Section 53a of the Swedish Companies Act.

Item 14. Resolution on authorization for the board of directors to decide on the repurchase and transfer of shares
The board of directors proposes that the general meeting resolves to authorize the board of directors to, until the next annual general meeting, on one or more occasions, resolve on repurchasing so many shares in the company that the company’s holding at no time exceeds 10 percent of all shares in the company (“Repurchasing Program”). The shares shall be acquired (i) on Nasdaq Stockholm and only at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price, or (ii) through a public offer to all shareholders, whereby the purchase shall be made at a price equivalent to the lowest quoted share price at the time and a maximum of 150 per cent of the current quoted share price. Payment for shares repurchased shall be in cash. The board of directors may resolve to implement a Repurchasing Program in accordance with Article 5 of the EU Market Abuse Regulation.

Furthermore, the board of directors proposes that the general meeting resolves to authorize the board of directors until the next annual general meeting, on one or more occasions, to resolve on the transfer of the Company’s own shares, re-purchased in the context of a Repurchasing Program. The number of shares transferred may not exceed the total number of shares held by the company at any time. Transfers may be conducted on or outside Nasdaq Stockholm, including a right to resolve upon deviations from the shareholders’ preferential rights. The transfer of shares on Nasdaq Stockholm shall be conducted at a price within the registered price range at the time of the transfer. The transfer of shares outside Nasdaq Stockholm shall be made at a price in cash or value received that in all material respect corresponds to the share price at the time of the transfer of the shares in the company.

The purpose of the above authorizations is to give the board of directors greater scope to act when working with the company’s capital structure and thereby contribute to increased shareholder value and that the company in a time efficient manner shall be able to make payment with own shares in connection with possible acquisitions of businesses that the company may undertake. The purpose of the authorization is also to be able to use the proceeds from the divestment of own shares in connection with, for example, investments in the company’s own ongoing or future projects and any acquisitions of companies that the company may undertake.

The chairman of the board of directors, the managing director, or anyone authorized by the board of directors, shall have the right to make any minor adjustments required in order to register this resolution.

Majority requirements
For a valid decision on the proposal on an authorization for the board of directors, as outlined above, requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.

Item 15. Resolution regarding authorization for the board of directors to increase the share capital
The board of directors proposes that the general meeting resolves on an authorization for the board of directors to – for the period up to the next annual general meeting and at one or more occasions – resolve upon issuance of new shares, warrants and/or convertible debentures. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. The company’s share capital may by support of the authorization be increased by an amount corresponding to 20 percent of the share capital and number of shares in the company as of on the date the board of directors make use of the authorization. Deviation from the shareholders’ preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the company due to timing, commercial or similar reasons, and in order to enable acquisitions. The chairman of the board of directors, the managing director, or anyone authorized by the board of directors, shall have the right to make any minor adjustments required in order to register this resolution.

Majority requirements
For a valid decision on the proposal on an authorization for the board of directors, as outlined above, requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.

Number of shares and votes in the company
The total number of shares in the company at the time of issuance of this notice is 178,444,753 and the total number of votes for all issued shares in the company is 178,444,753 votes. The company’s holding of own share amounts, at the time of issuance of this notice, to 1,528,922 shares.

Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the managing director are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.

Documentation
The financial accounts, auditor’s report, complete proposals for resolution and other documents to be dealt with at the general meeting will be kept available at the company’s office not later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company’s website https://maha-energy.com/. All the above mentioned documents will also be presented at the general meeting.
_____
Stockholm, April 2025
The board of directors

Operational update Q1 2025

Maha Energy AB (publ) (“Maha” or the “Company”) announces the preliminary unaudited net production data for Q1 2025.

Brava Energia
Brava Energia S.A. reported a production of 71,057 boepd for Q1 2025. This represents an 81% increase compared to Q4 2024 (39,349 boepd), primarily driven by the resumption of production at the offshore fields, Atlanta and Papa Terra. Additionally, approximately 6,300 boepd were added following the acquisition of a 23% interest in the Parque das Conchas Cluster. At the Atlanta field, nearly 19,000 boepd was produced from two active wells (6H and 7H). Production from two additional wells (4H and 5H) commenced in April 2025, and the final two additional wells are scheduled for completion in June 2025 (2H and 3H).

Brava Energia is a listed Brazilian oil and gas company in which Maha holds an equity interest of 4.76%. As of the end of Q1 2025, Brava's share price was BRL 23.10. Maha holds approximately 22.1 million shares in Brava, corresponding to a total value of around MUSD 89 as of the end of Q1 2025.

Illinois Basin
The production at Illinois Basin decreased 17% from Q4 2024 to Q1 2025 and amounted to 315 bopd (380 bopd in Q4 2024). Maha is the operator holding 100% working interest in the Company’s assets in Illinois Basin.

Share buy-backs in Maha Energy during the period 8-11 April 2025

During the period 8-11 April 2025, Maha Energy AB (publ) ("Maha Energy" or the "Company") has repurchased a total of 704,000 own shares as part of the share buy-back program that was announced on 12 August 2024.

The share buy-backs form part of the share buy-back program of a maximum of 17,844,475 own ordinary shares that the Board of Directors of Maha Energy resolved on 12 August 2024 based on the authorization granted by the annual general meeting on 29 May 2024.

Maha Energy shares have been repurchased during the period 8-11 April 2025 as follows:

Date Aggregated daily volume (number of shares): Weighted average share price per day (SEK): Total daily transaction value (SEK):
2025-04-08 45,000 3.7672 169,526
2025-04-09 549,000 3.5156 1,930,081
2025-04-10 75,000 3.8225 286,689
2025-04-11 35,000 3.8080 133,282

All share buy-backs have been carried out on Nasdaq Stockholm by Pareto Securities on behalf of Maha Energy. Following the acquisitions detailed above, the Company's total holdings of own shares as of 11 April 2025 amounts to 2,232,922 shares. The total number of shares in Maha Energy amounts to 178,444,753.

A full breakdown of the transactions is attached to this announcement.

For the complete repurchase authorization, resolved by the shareholders at the AGM 2024, and the press release regarding the board of director’s resolution to initiate the share buy-back program, please refer to Maha Energy's website, www.maha-energy.com.

Maha Energy’s Annual Report and Sustainability Report 2024

Maha Energy AB (publ) (“Maha” or the “Company”) is pleased to announce the publication of the Annual Report and the Sustainability Report for 2024. The reports are attached to this press release and are also available on the Company’s website www.maha-energy.com.

Maha Energy announces update of its new business plan and appoints new CEO

Maha Energy AB (publ) (“Maha” or the “Company”) announces the appointment of Mr. Roberto Marchiori as CEO of Maha Energy effective immediately. Roberto has since May 2024 been the CFO of Maha, and since 2022 head of New Business Development and M&A Director at Maha. Roberto is succeeding Kjetil Solbraekke, who will be involved on Maha’s opportunity in Venezuela.

The Board of Directors and CEO have in the last weeks performed a review of Maha’s main activities, assets and corporate structure. As a result of that, the board has decided on an adjustment on Maha’s objectives, cost optimization and business plan, whereby the Company will be focused as an active financial investor in the energy and minerals industries with a reduced cost base.

Kjetil Solbreakke, also as one of Maha’s largest shareholders, has agreed with the board that he will focus and be involved on the opportunity in Venezuela and step down as CEO.

Roberto Marchiori will accumulate the position of CEO and CFO on an interim basis. Maha will remain focused on targeting potential new high value financial investments.

“I am very glad to welcome Roberto in his new role at Maha. The company has a very solid balance sheet and is well positioned to capture very high return investments. Roberto has a deep understanding of the Company, and he will greatly contribute to the future growth of the company. I would also like to thank Kjetil for his major efforts and impressive dedicated work as CEO, he has in particular managed our project in Venezuela to our outmost satisfaction and we look forward to see him continue his efforts for Maha”, says Paulo Thiago Mendonça, Chairman of Maha.

Changes to Maha Energy’s Nomination Committee

The composition of the Nomination Committee of Maha Energy AB (publ) (“Maha” or the “Company”) was announced on 27 November 2024. Due to changed ownership structure, Carlos Mello, appointed by Brasil Capital, has resigned from the Nomination Committee and is replaced by Tore Myrholt.

The Nomination Committee’s members are now:
Rodrigo Pires, representing Starboard
Luis Araujo, representing DBO Invest S.A.
Tore Myrholt, representing himself
Paulo Thiago Mendonça, chairman of Maha Energy AB

Maha Energy’s 2025 Annual General Meeting is to be held on 27 May 2025 in Stockholm.

Report for the year ended 31 December 2024

Highlights
(all amounts are in thousands of US dollars, unless otherwise noted)

Fourth Quarter 2024

  • Daily oil production from the Illinois Basin increased 130% to 380 BOEPD in Q4 2024, compared to Q4 2023 following the completion of the development program.
  • Revenue of TUSD 2,327 increased 100% in Q4 2024 compared to Q4 2023.
  • Operating netback of TUSD 1,225 increased 122% in Q4 2024 compared to Q4 2023, mainly due to higher production.
  • Net result of continuing operations TUSD 9,985, mainly impacted by an unrealized net gain of TUSD 12,573 from the market value of Brava Energia shares during the quarter.
  • Brava Energia, the listed Brazilian oil and gas company in which Maha holds an equity interest of 4.76%, announced in December 2024 that the Brazilian National Agency of Petroleum, Natural Gas and Biofuels ("ANP") had authorized the resumption of production in Papa Terra and the commencement of production at FPSO Atlanta.
  • In November 2024, Maha repaid its bank debt of TUSD 15,000 to avoid granting additional cash collaterals and an implied higher cost of debt. Maha is now a debt free company.
  • Total cash balance of TUSD 10,050 (including restricted cash of TUSD 1,115).
  • Liquid investments of TUSD 87,526, represented by Brava Energia shares and debentures issued by 3R Offshore.

Subsequent Events

  • Technical and operational discussions (“Mesas Técnicas”) with PetroUrdaneta and CVP (Partner A, a PDVSA subsidiary) were settled outlining the main assumptions of the business plan and providing for a total projected production volume of approximately 90 million barrels of oil and 180 Bscf of gas until 2037. The plan targets a peak production of around 40,000 barrels of oil equivalent per day and is pending approval by the Venezuelan authorities and negotiations of proper contracts.
  • Maha will receive approximately TUSD 200 in dividends from 2B Ametrino AB during Q1 2025, yielding 18% per year. 2B Ametrino AB holds a 38% interest in GasTransboliviano S.A., a company which owns the Bolivian portion of the “Brasil-Bolivia” pipeline.
  • Maha will receive a TUSD 4,410 oil price-related earn-out from PetroRecôncavo during the first quarter of 2025. This payment is part of Maha Brazil Transaction, closed in early 2023.

Financial Summary

The tables below present the highlights of the continuing operations:

Financial Summary (TUSD) Q4 2024 Q4 2023 Full Year 2024 Full Year 2023
Average (BOEPD) 380 165 328 197
Revenue 2,327 1,165 8,492 5,226
Operating Netback 1,225 552 4,417 2,197
G&A (2,562) (2,635) (8,196) (5,017)
EBITDA (3,073) (1,765) (4,791) (3,900)
Net Result 9,985 (1,087) (49,562) (6,755)
Earnings per share (basic & diluted) 0.06 (0.01) (0.29) (0.04)
Financial Liabilities (34,379) (34,379)
Financial assets 93,782 9,134 93,782 9,134
Cash and cash equivalents (incl. restricted cash) 10,050 131,076 10,050 131,076

Letter to Shareholders

Dear Friends and Fellow Shareholders,

During the fourth quarter, our oil production in the U.S. increased significantly, and we have advanced our project in Venezuela further. Additionally, Brava Energia, our major liquid investment, began delivering production increases.

In the end of 2024, the newly merged Brava Energia made significant progress, beginning to unlock its vast potential. Brava announced the restart of production at its two largest growth assets, the Atlanta and Papa Terra fields, late in the quarter. Atlanta, which had operated at reduced capacity for much of the second half of the year awaiting the new FPSO, resumed production with two new wells, with scheduled ramp up as the four previously producing wells will come back online in first half of 2025. Papa Terra, which had been offline since September, underwent anticipated maintenance onboard the FPSO to achieve a more stable and increasing production going forward. Additionally, Brava completed the acquisition of a 23% stake in the Parque das Conchas Cluster, adding around 6,000 boepd to the company. Maha expects Brava to reach production levels up towards 100,000 boepd by the second half of 2025. The share price, and correspondingly the value of Maha’s holding of 4.76% in this large E&P company, had a positive development in Q4, and we believe that the positive trend will continue, albeit with fluctuations, as we and the market see the expected gradually improving production figures going forward.

Progress was also achieved in our Venezuela position. We advanced our PetroUrdaneta re-development project, starting technical discussions with PetroUrdaneta and CVP. A kick-off meeting took place in December 2024, and already in February we reached a first understanding of the main assumptions and the road map to increase production of the field. An updated business plan for the remainder of the license's validity, until 2037, has been developed with special focus on the next three years. The plan, still pending approval by the Venezuelan authorities, outlines a total projected production volume of approximately 90 million barrels of oil and 180 Bscf of gas. The plan targets a peak production of around 40,000 barrels of oil equivalent per day. I find that PDVSA has great respect for our analysis of the fields and that we have full understanding on the way forward. In parallel, as we continue our negotiation of proper contracts and request for licenses from relevant authorities, we are closely monitoring the political developments in Venezuela and USA.

In the Illinois Basin, the three new wells completed in the end of Q3 significantly boosted production – up 130% from Q4 last year – with quarterly revenue and operating netback reflecting strong production growth. In the fourth quarter, we also recorded an unrealized net gain of MUSD 12.6 from Brava’s share price appreciation, positively impacting our results. During the fourth quarter, we also repaid all outstanding bank financing. We end the quarter with a total balance of available cash and liquid investments in excess of MUSD 97.6. Additionally, we will receive an MUSD 4.4 oil price-related earn-out in Q1 2025, stemming from the 2023 sale of the Tie and Tartaruga fields to PetroRecôncavo.

With a solid financial position, a holding in Brava set for harvest and an exciting upside in Venezuela, we look to the future with great optimism.

Kjetil Braaten Solbraekke
CEO

Q4 Webcast 27 February at 11:30 CET
The Company hereby invites all interested parties to a live webcasted presentation on 27 February at 11.30 CET. Kjetil Solbraekke, CEO, and Roberto Marchiori, CFO, will present the report and recent developments.

The webcast will be held in English and will be broadcasted live. An on-demand version will also be available on Maha’s website. Questions to the presenters can be emailed in advance to the Company at info@maha-energy.com or be made directly on the day of the presentation in the YouTube Comments/Questions field.

Link to webcast: https://www.youtube.com/watch?v=C2NrdkIt75I

Invitation to the presentation of Maha Energy’s Q4 2024

Maha Energy AB (publ) (“Maha” or the “Company”) will publish the interim report for the fourth quarter 2024 on Thursday, 27 February 2025 at approximately 7:30 CET. The Company hereby invites all interested parties to a live webcasted presentation on the same day at 11.30 CET. Kjetil Solbraekke, CEO, and Roberto Marchiori, CFO, will present the report and recent developments.

The webcast will be held in English and will be broadcasted live. An on-demand version will also be available on Maha’s website. Questions to the presenters can be emailed in advance to the Company at info@maha-energy.com or be made directly on the day of the presentation in the YouTube Comments/Questions field.

Link to webcast: https://www.youtube.com/watch?v=C2NrdkIt75I

Maha ends the agreement with Lago Kapital

Maha Energy AB (publ) (“Maha” or the “Company”), announces that the Company has ended the liquidity provider agreement for Maha's share with Lago Kapital. The agreement will end after the trading day on 13 February 2025.

Maha to receive MUSD 4.4 Earn Out for the 2023 sale of Brazilian Assets

Maha Energy AB (publ) (“Maha” or the “Company”) is pleased to announce that it will receive an MUSD 4.4 oil price-related earn-out during the first quarter of 2025 (the “2024 Brent Earn Out”). This payment is part of the sale of its former Brazilian subsidiary (which held working interest under Tie and Tartaruga oil fields, onshore Brazil), closed in early 2023.

In February 2023, Maha completed the sale of its Brazilian subsidiary (i.e., the former Maha Brazil) to PetroRecôncavo, for a total purchase consideration of MUSD 150.9, plus additional earn-outs, contingent on certain contractual conditions.

A portion of the earn-outs is tied to the average annual Brent DTD oil price for the years 2023 to 2025 (the “Brent Earn Out”), payable if Brent DTD exceeds at least USD 80 per barrel, with a maximum payout if the Brent DTD price exceeds USD 90 per barrel.

In addition, Maha received in 2024 another parcel for the Brent Earn Out, amounting MUSD 1.5 (the “2023 Brent Earn Out”). For 2025, Maha could potentially receive a remaining parcel of the Brent Earn Out of up to MUSD 7.2.