Notice to Extraordinary General Meeting of shareholders in Zhoda Petroleum Ukraine
The shareholders of Zhoda Petroleum Ukraine AB (publ), corporate identity number 559030- 3490 (hereinafter the "Company") are hereby given notice to attend the Extraordinary General Meeting to be held at 10.00 a.m. CET on 7 October 2016, at Summit, Hitechbuilding Sveavägen 9, plan 17 in Stockholm.
Notification and right to participate
The right to participate at the general meeting vests in a person who: is registered as a shareholder in the share register maintained by Euroclear Sweden AB regarding circumstances pertaining on 1 October 2016 (please note that since the record day is on a Saturday, the shareholder must be registered in the share register on 30 September 2016); and not later than 3 October 2016 notifies the Company of their intention to participate at the general meeting.
Notice of participation may be given by post to Zhoda Petroleum Ukraine AB (publ), Hovslagargatan 5B, 111 48 Stockholm or by e-mail to email@example.com. The notification should state the name, personal ID or registration number, address, daytime telephone number and shareholding of the shareholder. Authorization documents such as power of attorney and registration certificates should, where appropriate, be submitted to the Company prior to the general meeting. Shareholders who wish to be accompanied by one or two assistants may give notice thereof within the time and in the manner applicable to shareholders. A power of attorney form is available on www.zhodapetroleum.com.
Shareholders with nominee-registered shares must, in order to be entitled to participate at the general meeting, request that the nominee effects a temporary re-registration (voting right registration) of the shares in ample time prior to 30 September 2016.
1. Opening of the meeting
2. Election of chairman of the general meeting
3. Preparation and approval of the voting register
4. Election of one or two persons to attest the minutes
5. Determination of whether the general meeting has been duly convened
6. Approval of the agenda
7. Resolution on an amendment of the articles of association regarding the name of the Company, the object of the Company as well as share capital limits and the limits on the number of shares.
8. Resolution on issue of new shares with preferential rights for shareholders
9. Election of members of the board of directors
10. Closing of the meeting
Item 7 - Resolution on an amendment of the articles of association
The Company's board and management believe that the oil operations in Ukraine have further potential both in terms of profitability and growth. In addition, the board and management have identified other attractive business opportunities beyond the current scope in terms of sector and geography. Through the Company's investment in these opportunities, its shareholders will gain exposure to new potentially high yield ventures. The objective is to develop a portfolio of investments where the Company will contribute to value creation in unlisted European companies through entrepreneurship and active ownership. The board therefore recommends a broadening of the Company's business to include new investments outside the oil sector.
Based on the above, it is proposed that the articles of association are amended as follows:
(i) The name of the company shall be "Zhoda Investments AB (publ)"
(ii) The object of the Company's business shall be "The objects of the company's business are (i) production, prospecting and distribution of natural sources, (ii) management and ownership of such licenses in its own name or via subsidiaries, smaller partnership shares or other forms of cooperation as well as
(iii) ownership and management of immovable and movable property and conduct other activities compatible therewith" (iii) Amending the limits of the Company's share capital and number of shares in accordance with the following:
The minimum and maximum share capital and number of shares are amended in accordance with the table below, whereby the quota value is unaltered:
|Current articles of association||Proposed articles of association|
|Minimum share capital||500,000||500,000|
|Maximum share capital||700,000||2,000,000|
|Minimum number of shares||14,000,000||18,661,247|
|Maximum number of shares||19,600,000||74,644,988|
Proposal 2: The minimum and maximum share capital and number of shares are amended in accordance with the table below, whereby the quota value is unaltered:
|Current articles of association||Proposed articles of association|
|Minimum share capital||500,000||1,554,023|
|Maximum share capital||700,000||6,216,092|
|Minimum number of shares||14,000,000||58,000,000|
|Maximum number of shares||19,600,000||232,000,000|
The change in the Company's shares and share capital in Proposal 2 is made to enable issues of shares in accordance with item 8.
It is proposed that the general meeting approves Proposal 1 and Proposal 2 as well as grants a mandate to the Company's board of directors to register with the Swedish Companies Registration Office either Proposal 1 or Proposal 2 depending on the outcome of the issues of shares in item 8 below.
Item 8 - Resolution on issue of new shares with preferential rights for shareholders
The Board of Directors proposes that the general meeting resolves on an issue of new shares to strengthen the Company's financial position. The new funds will be used both in the current oil operations and in the new investment operations.
The following main terms shall be applicable:
- The right to subscribe for shares is made with preferential rights whereby 1 current share entitles the holder to subscribe for 6 new shares
- The rights issue comprises no more than 111,967,482 new shares, of which 4,571,400 are series A and 107,396,082 are series B
- The subscription price is SEK 0.20 for each share of series A and SEK 0.20 for each share of series B
- The rights issue proceeds will amount to no more than SEK 22,393,496.40
The Company's share capital will increase by no more than SEK 3,000,000.
The Company's shareholders will have the preferential right to subscribe for new shares of series A and series B in relation to the number of shares of series A and series B held. For every share of series A and series B held on the record date, the shareholders will receive 6 subscription rights for shares of series A for every share of series A held, and 6 subscription rights for shares of series B for every share of series B held. Shares of series A are subject to a conversion clause in accordance with the articles of association.
If all shares are not subscribed for by shareholders entitled to subscribe pursuant to first priority preferential right, then the board of directors shall offer new shares of series A and series B subscribed for without preferential right in accordance with the following:
- Shares that are not subscribed for pursuant to first priority preferential right shall be offered to all shareholders for subscription pursuant to second priority preferential right. If subscription pursuant to second priority preferential right exceeds the number of offered shares, then subscription of shares will be offered in relation to the number of shares previously held in the Company. If this is not achievable for a share or certain shares, the shares will be offered by lot.
- In addition, investors will be invited to submit their interest in subscribing for new shares without first or second priority preferential right. Any remaining shares will be offered to those investors in relation to the submitted interests.
The record date for determining which shareholders shall have the right to subscribe for shares with preferential rights, that is to receive subscription rights, will be 17 October 2016.
Subscription of new shares pursuant to preferential rights shall be made through cash payment from 19 October 2016 until and including 1 November 2016. Intent to subscribe for shares without preferential rights shall be submitted during the same period. Subscription will be made on a subscription list. Payment for shares subscribed for without preferential right will be made in cash in accordance with instructions on a contract note, however no later than the third bank day following the issue of the contract note. The board of directors has the right to extend the subscription period and payment dates.
The new shares will be entitled to dividends for the first time on the record day for dividend that occurs the earliest following registration of the new shares of series A and series B with the Swedish Companies Registration Office.
Item 9 - Election of members of the board of directors
Following the changes in shareholder structure during the year and the new object of the Company's business, the following is proposed:
- The Board shall consist of 4 ordinary members
- The Board shall consist of the ordinary members Peter Geijerman, Björn Lindström, Zenon Potoczny and Katre Saard. Björn Lindström shall be the Chairman of the Board. Dmitry Zubatyuk has declined election.
Depending on the development of the new investment operations, the proposal for board composition may be amended to include additional candidates in order to broaden the board's competence and experience to new sectors. New candidates will be announced if and when such a proposal has been finalized.
Under the Swedish Companies Act, the change of the articles of association in item 7 requires approval by shareholders representing at least two thirds of both the votes cast as well as the shares represented at the general meeting. Approval of the preferential rights issue in item 8 requires approval by shareholders representing at least half of the votes cast.
The Board's complete proposed resolutions in accordance with item 7 and 8 above and documents pursuant to the Swedish Companies Act, will be made available no later than three weeks before the general meeting at the Company's office (addresses above) and will be sent free-of-charge to shareholders who so request and provide their mailing address. The documents will also be made available no later than three weeks before the general meeting on the Company's website (www.zhodapetroleum.com). The documents will also be available at the general meeting.
The Company currently has 18,661,247 shares registered with the Swedish Companies Registration Office (Sw. Bolagsverket), of which 761,900 are shares of series A (10 votes/share) and 17,899,347 are shares of series B (1 vote/share). The number of voting rights amount to 25,518,347.
If requested by a shareholder and provided that the Board deems that it can take place without causing material damage to the Company, the Board and the CEO shall provide information about circumstances that may affect the assessment of an item on the agenda.
Stockholm, 9 September 2016
Zhoda Petroleum Ukraine AB (publ)
The Board of Directors
For more information, please contact:
Robert Karlsson, CEO Zhoda Petroleum Ukraine AB
+46 709 565 141, firstname.lastname@example.org
About Zhoda Petroleum
Zhoda Petroleum is an oil and gas company focused on exploring and developing concessions in Ukraine. Zhoda Petroleum's wholly owned subsidiary has a joint venture with Ukrnafta (via Zhoda 2001 Corp) and Chornomornaftogaz (via Shelton Canada Corp). Zhoda Petroleum's main asset is a 45 per cent interest in the producing Lelyaki field. The company's oil and reserves amount to 8 million barrels of 2P. Zhoda Petroleum's shares are traded on Pareto Securities OTC. For more information, visit zhodapetroleum.com.
This is an English translation of the Swedish original. In case of discrepancies, the Swedish original shall prevail.
Vid årsstämma i Zhoda Investments AB fattade aktieägarna i huvudsak följande beslut.
The shareholders of Zhoda Investments AB passed the following main resolutions at the Annual General Meeting.
Zhoda Investments ("Zhoda") publicerar idag årsredovisningen för 2018. Både vin- och oljeverksamheten har utvecklats väl under året. Årsresultatet uppgick till 13 miljoner kronor.
Zhoda Investments ("Zhoda") publishes its annual report for 2018. Both the oil and wine operations have had a strong development during the year. Net income after tax amounted to SEK 13 million.
Aktieägarna i Zhoda Investments AB (publ), organisationsnummer 559030-3490 (nedan "Bolaget") kallas till årsstämma den 18 juni 2019 kl. 16.00 på Vinkällaren Grappe, Grevgatan 5, i Stockholm.
The shareholders of Zhoda Investments AB (publ), corporate identity number 559030-3490 (hereinafter the "Company") are hereby given notice to attend the Annual General Meeting to be held at 16.00 CET on 18 June 2019, at Vinkällaren Grappe, Grevgatan 5, in Stockholm.
Zhoda Investments ("Zhoda") lämnar en operativ och finansiell uppdatering för 2018 avseende oljeverksamheten i Poltava Ukraina. Bolaget har under året haft en stabil oljeproduktion och all olja producerad under året har sålts mot förskottsbetalning.
Zhoda Investments ("Zhoda") announces an operational and financial update for 2018 on the oil operations near Poltava, Ukraine. The company has maintained a stable oil production and all of the oil produced during the year was sold on prepayment.
Zhoda Investments ("Zhoda") lämnar en operativ uppdatering avseende vinverksamheten i Testament Winery som producerar främst röda premiumviner på den dalmatinska kusten. Under 2018 tog bolaget flera stora steg mot visionen att bli Dalmatiens ledande producent av premiumviner. Bolaget lanserade det nya varumärket Testament, implementerade en ny säljstrategi och nådde en rekordskörd med en produktion på över tre hundra tusen flaskor ekologiska viner på lokala druvor.
Zhoda Investments ("Zhoda") announces an operational update on the wine operations in Testament Winery, a producer of primarily red premium wine on the coast of Dalmatia. During 2018 the company took several steps towards achieving the vision of becoming Dalmatia's leading producer of premium wines. The company launched the Testament brand, implemented a new sales strategy and reached a record harvest with a production of over 300,000 bottles of organic wines made from indigenous grapes.
Zhoda Investments ("Zhoda") lämnar en operativ och finansiell uppdatering avseende oljeverksamheten i Poltava Ukraina. Under årets första tio månader har Zhodas 45 procentiga andel av fältets produktion uppgått till 81 000 fat olja. Denna olja har genom den nya säljkanalen sålts mot förskottsbetalning. Detta har möjliggjort för oljefältsoperatören att nå två prioriterade finansiella målsättningar för 2018, det vill säga att reglera historiska rörelseskulder och återuppta utbetalning av utdelningar till Zhoda.
Operational and financial update from the oil operations Zhoda Investments ("Zhoda") announces an operational and financial update on the oil operations near Poltava, Ukraine. During the first 10 months of the year, Zhoda's 45 per cent interest in the field production amounted to 81,000 barrels. This oil has been sold against prepayment through the newly established sales channel. This has enabled the oil field operator to reach two prioritized objectives for 2018, that is settlement of historical operational debt and resumed dividend payments to Zhoda.
Tidigare i våras stärkte Zhoda Investments sin position på den kroatiska vinmarknaden genom ett kompletteringsförvärv för vita premiumviner på den dalmatinska ön Korcula. Bolaget har sedan dess tagit stora steg under en relativt kort tid och kan därför framställa cirka 40 000 flaskor av vin från druvan posip från årets skörd.
In spring this year, Zhoda Investments strengthened its position on the Croatian wine market by making an add-on acquisition for premium white wine on the Dalmatian island of Korcula. The company has made significant progress in a short period of time and has started producing approximately 40,000 bottles of Posip wine from the 2018 harvest.
Zhoda Investments portföljbolag Testament Winery, en producent av ekologiska viner på Dalmatiens kust i Kroatien, har framgångsrikt slutfört en rekordskörd av vitvinsdruvan posip.
Zhoda Investments' portfolio company Testament Winery, an organic wine producer located on the Dalmatian cost of Croatia, has successfully completed a record harvest of the Posip grape used to produce white wines.
BQ Broker startar handel i Zhoda Investments aktie B.
Zhoda Investments har slutit avtal med beQuoted om handel i bolagets B-aktie på OTC-listan. Första dag för handel blir den 3 september 2018.
Zhoda Investments has entered into an agreement with beQuoted regarding trade in the company's B share on the OTC list. First day of trade will be 3 September 2018.