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:
- 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
- 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
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one (1) or two (2) persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Submission of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report on the group;
- 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;
- Resolution in respect of allocation of the company’s profit or loss according to the adopted balance sheet;
- Resolution in respect of the members of the board of directors’ and the managing director’s discharge from liability;
- Determination of the number of members of the board of directors and the number of auditors and, where applicable, deputy auditors;
- Determination of the fees payable to the members of the board of directors and the auditors;
- Election of members of the board of directors, auditors and, where applicable, deputy auditors;
- Approval of the remuneration report;
- Resolution on an authorization for the Board to decide on the repurchase and transfer of treasury shares;
- Resolution regarding an authorization for the board of directors to increase the share capital;
- 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.
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Stockholm, April 2025
The board of directors