Notice to Extraordinary General Meeting of shareholders in Shelton Petroleum AB (publ)

The shareholders of Shelton Petroleum AB (publ) (hereinafter the
“Company”) are hereby given notice to attend the Extraordinary General
Meeting to be held at 09.30 AM on Monday, 26 January 2015 at Summit Grev
Ture, Grev Turegatan 30 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 20 January
2015; and not later than 20 January 2015 notifies the Company of their
intention to participate at the general meeting.

Notice of participation may be given by post to Shelton Petroleum AB
(publ), Hovslagargatan 5B, 111 48 Stockholm or by e-mail to
gunnar.danielsson@sheltonpetroleum.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.sheltonpetroleum.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 20 January 2015.

 

Proposed agenda

1.  Opening of the general meeting
2.  Election of a 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 regarding an agreement between the Company and Petrogrand
    AB (publ)
8.  Resolutions regarding a) reduction of the share capital with
    retirement of shares of series B; and  b) increase of the share
    capital by bonus issue without issuance of shares
9.  Closure of the general meeting

 

Chairman of the general meeting (item 2)

The Nomination Committee proposes that the lawyer Carl Westerberg, be
elected to chair the general meeting.

 

Resolutions regarding an agreement between the Company and Petrogrand AB
(publ) (item 7)

The Company has reached an agreement with Petrogrand AB (publ)
(“Petrogrand”) to dissolve the cross-ownership between the Company and
Petrogrand. The agreement is conditional on that the general meeting and
the extraordinary general meeting to be held in Petrogrand approve the
agreement. The agreement is intended to be effectuated by way of
Petrogrand transferring 4,634,123 shares of series B in the Company (the
“Settlement Shares”) to an indirectly wholly-owned foreign subsidiary of
Petrogrand (“NewCo1”). NewCo1 would then be acquired by a wholly-owned
foreign subsidiary of the Company in exchange of the shares in NewCo2
(the “Transaction”). NewCo2 is a wholly-owned foreign subsidiary of the
Company, holding 11,585,308 shares in Petrogrand.  

As Petrogrand is one of the Company’s larger shareholders, it is the
Board’s opinion the Transaction would involve related party transactions
comprised by the Swedish Securities Council’s statement in AMN 2012:05.
The Board, therefore, proposes that the general meeting approves the
Transaction and authorises the Board to, as soon as practicably
possible, effectuate the Transaction.

 

Resolution regarding reduction of the share capital with retirement of
shares of series B (item 8 (a))

The board of directors proposes that the extraordinary general meeting
shall resolve on a reduction of the share capital with not more than SEK
23,170,615 with retirement of not more than 4,634,123 Settlement Shares.
The amount of the reduced share capital shall be transferred to the
non-restricted equity of the Company. After the reduction of the share
capital has been carried out, the share capital of the Company will
amount to no less than SEK 70,135,620, divided between 761,900 shares of
series A and 13,265,224 shares of series B. The reduction of the share
capital will not (other than stated above) have an impact on the
Company’s restricted equity or the share’s quotient value (irrespective
of the class of shares) of SEK 5.

 

Resolution regarding increase of the share capital by bonus issue (item
8 (b))

In order to avoid the requirement for authorisation from the Swedish
Companies Registration Office or a court to execute the proposal by the
Board for a reduction of the Company’s share capital in accordance with
item 8 (a), the Board proposes the general meeting to resolve on an
increase of the Company’s share capital by transferring SEK 23,170,615
from the unrestricted equity according to the Company’s most recently
adopted balance sheet. The bonus issue shall be carried out without the
issuance of new shares. After the bonus issue, the share capital of the
Company will amount to SEK 93,306,235, and every share’s quotient value
(irrespective of the class of shares) will change from SEK 5 to
approximately SEK 6.65. The bonus issue will not otherwise have an
influence on the Company’s restricted equity. 

Majority requirements, conditions etc.

Resolution with respect to item 7 requires a simple majority and it is
proposed that the resolution of the general meeting is conditional upon
that the extraordinary general meeting in Petrogrand (planned to be held
on 26 January 2015) approves the Transaction.

The Board proposes that the general meeting’s resolution with respect to
items 8 (a) – 8 (b) be adopted as a whole through one resolution. Such
resolution requires the support of shareholders representing not less
than two thirds of the votes cast as well as shares represented at the
general meeting. The Board further proposes that general meeting’s
resolution with respect to items 8 (a) – 8 (b) should be conditional on
that (i) the general meeting resolves in accordance with item 7 above,
(ii) the extraordinary general meeting in Petrogrand (scheduled to take
place on 26 January 2015) approves the Transaction and (iii) the
Transaction is effectuated.  

 

Documents

The Board of Directors’ complete proposals for resolutions in accordance
with items 7 and 8 (a) – 8 (b) above, as well as the documentation
pursuant to Chapter 12, Section 7 and Chapter 20, Section 14 of the
Swedish Companies Act, will be made available no later than three weeks
before the general meeting at the Company’s offices (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.sheltonpetroleum.com. The documents will also be available
at the general meeting.

 

Miscellaneous

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 or the Company’s
relationship with another company within the Group.

 

Stockholm, December 2014

 

Shelton Petroleum AB (publ)

The Board of Directors

 

For more information, please contact:

Robert Karlsson, CEO, Shelton Petroleum, tel +46 709 565 141

robert.karlsson@sheltonpetroleum.com

www.sheltonpetroleum.com

 

The information provided herein is such that Shelton Petroleum AB is
obligated to disclose it pursuant to the Securities Markets Act
(2007:528) and/or the Financial Instruments Trading Act (1991:980). The
information was submitted for publication at 13:15 (CET) on 29 December,
2014.

 

About Shelton Petroleum

Shelton Petroleum is a Swedish company focused on exploring and
developing concessions in Russia and Ukraine. In Russia, the company
holds three licenses in the Volga-Urals area in Bashkiria and has
commenced production on the Rustamovskoye field after a successful
exploration program. In Ukraine, Shelton Petroleum’s wholly owned
subsidiary has a joint venture with Ukrnafta and Chornomornaftogaz, two
leading Ukrainian oil and gas companies. The Shelton Petroleum share is
traded on NASDAQ OMX Stockholm under the symbol SHEL B.