Home Madrid language schools Invitation to Maha’s Extraordinary General Meeting

Invitation to Maha’s Extraordinary General Meeting

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The shareholders of Maha Energy AB (publ), reg. nope. 559018-9543, (the “Company”) are hereby summoned to attend the extraordinary general meeting on Thursday November 3, 2022 at 4:00 p.m. CET at Sturegatan 10 in Stockholm, Sweden. Registration for the meeting begins at 3:30 p.m. CET.

Background

Foil International Spain SL, holder of approximately 12.2% of the company’s shares, has requested that the board of directors, in accordance with chapter 7, section 13 of the Swedish Companies Act, convene an extraordinary general meeting to decide the proposed election of a new Board of Directors as proposed in agenda item 6 below.

To remark

Shareholders wishing to participate in the meeting must:

  1. be registered in the register of shareholders, maintained by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Wednesday 26 October 2022; and
  2. notify the company of their attendance and of any assistants no later than Friday, October 28, 2022. Notification may be made by letter to Setterwalls Advokatbyrå AB, Attn: Andreas Wårdh, PO Box 1050, SE-101 39 Stockholm, Sweden or by e -email to [email protected]

The notification must include the full name, personal identification number or company registration number, address and daytime telephone number and, if applicable, information about the representative, agent and assistants. The number of assistants cannot exceed two. In order to facilitate access to the meeting, the notice must, where applicable, be accompanied by proxies, registration certificates and other authoritative documents.

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

Registered registered shares

Shareholders whose shares are registered in the name of a nominee must apply for a temporary entry in the transcript of the share register maintained 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 Wednesday, October 26, 2022, the date on which the entry in the register must have been made. The registration of voting rights which has been requested by the shareholder at a time when the registration has been effected by the nominee no later than Friday 28 October 2022, will however be taken into account in the preparation of the share register.

Proxy

The shareholder represented by proxy delivers a power of attorney dated and signed by the shareholder. If issued by a legal person, the power of attorney must be accompanied by a registration certificate or, failing that, by equivalent documents. Proxy forms for shareholders wishing to participate by proxy are available on the Company’s website www.mahaenergy.ca. The original version of the proxy must also be presented at the meeting.

Proposed agenda

  1. Opening of the meeting and election of the 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) people who will approve the minutes of the meeting;
  5. determine whether the meeting has been duly called;
  6. Election of the members of the Board of Directors;
  7. Closing of the meeting.

Proposed resolutions

Item 1. Election of the chair of the meeting

The board of directors proposes that lawyer Jörgen S. Axelsson be appointed chairman of the extraordinary general meeting.

Item 6. Election of Board Members

The Board of Directors of the Company is currently composed of six ordinary directors with no alternate directors. Foil International Spain SL proposes that the general meeting decides on the re-election of Paulo Thiago Mendonça, Fabio Vassel and Enrique Peña as members of the board of directors until the close of the annual general meeting 2023, and that Jonas Lindvall, Christer Lindholm and Nicholas Walker be removed from their positions. their duties as members of the Board of Directors.

In addition, Fabio Vassel is proposed to be elected chairman of the board of directors and that Harald Pousette is removed from his position as chairman of the board of directors, but remains a member of the board in accordance with the previous election until the close of the 2023 Annual General Meeting. A presentation of the proposed members of the Board of Directors follows below.

Presentation of proposed directors

Fabio Vassel, born in 1976

Proposed Chairman of the Board of Directors

Live: Fabio Vassel has over 25 years of experience advising on private equity buyouts and restructurings in Latin America, North America and Europe. Fabio was previously a partner and Head of Restructuring and Private Equity at Brasil Plural. Fabio has experience at Jefferies (Zurich and London), Nomura (London) and UBS Investment Bank (New York and London).

Education: Master of Business Administration (MBA) from the Wharton School of the University of Pennsylvania. Bachelor of Arts (BA) from the University of São Paulo (FEA-USP).

Ongoing assignments: CEO of the Starboard Group.

Previous assignments (last five years): Chairman of 3R Petroleum and Director of Gemini Energy.

Independent of the Company and the management of the Company: Yes.

Independent from major shareholders: Nope.

Ownership of shares in Maha: None.

Paulo Thiago Mendonca, born in 1988

Proposed Board Member

Live: Paulo Thiago Mendonça is currently Managing Director of Starboard, responsible for private equity investments and advising on special situations transactions. Paulo was previously Head of Investment Banking in the Investment Banking division of Brasil Plural, responsible for mergers and acquisitions, stock and capital market transactions and worked in the asset management of Brasil Plural. Paulo has extensive experience in the oil and gas industry and has led major transactions in the sector.

Education: Graduated in Mechanical Engineering (cum laude) from the Federal University of Rio de Janeiro (UFRJ).

Ongoing assignments: CEO of the Starboard Group.

Previous assignments (last five years): President and Member of the Board of Directors as well as Director of Business Development at 3R Petroleum. Head of Investment Banking in the Investment Banking Division of Brasil Plural.

Independent of the Company and the management of the Company: Yes.

Independent from major shareholders: Nope.

Ownership of shares in Maha: None.

Enrique Penã, born in 1974

Proposed Board Member

Live: Enrique Penã has more than 23 years of experience in business development and strategic management in large companies such as Shell, Boston Consulting Group, Orange and Renfe. Enrique Penã is currently Professor of Strategy at IE Business School and Deputy Director of IE’s Center for Negotiation and Mediation.

Education: Universidad Politécnica de Madrid, Master in Infrastructure and Public Services Management. Universidad Politécnica de Madrid, Technical Engineering of Roads, Canals and Ports. The Wharton School of Business. University of Pennsylvania, Master of Business Administration (MBA). Universitat Oberta de Catalunya, Master in Education and Information. Universidad UNED-UJI, Master in Sustainability and Corporate Social Responsibility.

Ongoing assignments: Deputy Director of the Center for Negotiation and Mediation IE.

Previous assignments (last five years): Chief of Staff and Senior International Manager of Renfe-Operatora.

Independent of the Company and the management of the Company: Yes.

Independent from major shareholders: Nope.

Ownership of shares in Maha: None.

Number of shares and votes in the Company

The total number of Company shares at the time of publication of this notice is 119,715,696. The total number of votes for all issued shares of the Company is 119,715,696 votes. The Company does not hold any of its own shares.

Right of shareholders to request information

According to Section 32 of Chapter 7 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), the board of directors and the managing director are obliged, if a shareholder so requests and if the board of administration considers that it may be without material prejudice for the Company, to provide information on the circumstances likely to affect the assessment of a point on the agenda.

Documentation

The documents to be processed at the general meeting will be made available at the registered office of the Company no later than three weeks before the meeting. The documents will be sent free of charge to shareholders who request them, specifying their postal address. The documents will also be made available no later than the aforementioned date on the Company’s website www.mahaenergy.ca. All the documents mentioned above will also be presented to the general meeting.

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Stockholm, October 2022
Board of directors

Official version of the invitation to the extraordinary general meeting
The official version of the invitation to the extraordinary general meeting is in Swedish and available for download at the following link: https://mahaenergy.ca/sv/bolagsstyrning/bolagsstamma.html

For more information please contact:
Jonas Lindvall (CEO)
Tel: +46 8 611 05 11
[email protected]

Victoria Berg (Investor Relations)
Tel: +46 8 611 05 11
[email protected]

Various
The information was submitted for publication, through the contact person listed above, at 3:00 p.m. CET on October 11, 2022.

About Maha
Maha Energy AB (publ) is a publicly traded international oil and gas company whose business activities include the exploration, development and production of crude oil and natural gas. The strategy is to target and grow underperforming hydrocarbon assets globally. Maha operates four oil fields: Tartaruga and Tie in Brazil, Powder River (LAK Ranch) and Illinois Basin in the United States. The shares are listed on Nasdaq Stockholm (MAHA-A). Headquarters are in Stockholm, Sweden, with a technical office in Calgary, Canada, as well as operations offices in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For more information, please visit our website www.mahaenergie.ca

  • 20221011 Maha Energy press release Notice of participation in the extraordinary general meeting of Maha Energy AB (publ) on November 3, 2022 ENG

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