MALKA OIL NORGE

MALKA OIL: NOTICE TO CONVENE EXTRAORDINARY GENERAL MEETING CONVENING NOTICE TO EXTRAORDINARY SHAREHOLDERS MEETING IN MALKA OIL AB (PUBL)

Pressemelding   •   des 01, 2009 16:51 CET

The shareholders of Malka Oil (publ) reg. no, 556615-2350, (the "Company") are hereby given notice to attend an extraordinary shareholders meeting to be held on Thursday December 17, 2009 at 09:00 AM at Radisson SAS Strand Hotel at Nybrokajen 9, Stockholm.   Notice of attendance etc Shareholders wishing to participate in the meeting;

  • must be recorded in the shareholders' register kept by Euroclear Sweden AB no later than Friday December 11, 2009,
  • must notify the Company of their attendance and any attending assistants no later than 4.00 p.m. on Friday December 11, 2009, either in writing to Malka Oil AB (publ.), Birger Jarlsgatan 41A, 111 45 Stockholm, via facsimile08 5000 7815, via e-mail egm@malkaoil.se or via telephone 08 5000 7810 stating the full name, personal registration number or corporate registration number, address, telephone number daytime and when applicable, information of legal representative, proxy and assistant. The number of assistants may not be more than two (2). In order to facilitate entry to the meeting the notice shall, when appropriate, be accompanied by power of attorney, registration certificates and other authorization documents.

Shareholders, whose shares are registered in the name of a nominee, must request to be temporarily entered into the shareholders register kept by Euroclear Sweden AB in order to have a right to attend the meeting. The shareholder must notify the nominee to that effect well before Friday December 11, 2009 when such registration must be executed.   Agenda 1. Opening of the meeting 2. Election of chairman of the meeting 3. Drawing up and approval of the voting list 4. Approval of the agenda 5. Election of one or two persons to approve the minutes 6. Determination as to whether the meeting has been duly convened 7. Resolution regarding sale of subsidiary       a. Resolution on sale of the Company's subsidiary LLC STS-Service to Gazprom Neft in accordance with the board of director's approval     b. Resolution regarding authorizing a sale of the Company's subsidiary LLC STS-Service   8. Resolution regarding authorizing the board of directors to decide of new issue 9. Closing of the meeting _________   Item 7.a Resolution on sale of the Company's subsidiary LLC STS-Service to Gazprom Neft in accordance with the board of director's approval The Company have on 1 December, 2009 announced that a binding term sheet as of 1 December 2009 has been entered into with Gazprom Neft whereby the parties have agreed upon a sale of the Company's Russian subsidiary LLC STS-Service. In addition to all shares in the subsidiary the transaction comprises a transfer of a group debt that the Company has on the subsidiary. The binding term sheet shall further be set out in a share sale and purchase agreement that will be signed by the parties prior to the extraordinary shareholders meeting. The share sale and purchase agreement shall, in addition to the conditions already agreed upon, contain such further provision that are customary for transactions of this kind.  The fixed, non adjustable consideration for the shares in LLC STS-Service and the group debt amounts to SEK 820,000,000. The transfer is conditional upon amongst other things approval by the board of directors in Gazprom Neft, approval by the extraordinary shareholders meeting and approval from the Russian Competition Authority. Transfer, assignment and payment is estimated to take place during January 2010, as soon as possible after obtaining necessary approvals LLC STS-Service is the Company's main asset and is moreover the Malka Oil group's operational company. The intention of the board of directors is that the Company after the transfer in accordance with this item or item 7. b shall continue to conduct its business in accordance with the object stated in the articles of association based on a revised business plan. The shareholders of the Company will be summoned to attend a new shareholders meeting in connection with the transfer to Gazprom Neft being finalized at which time the revised business plan will be presented to the shareholders for approval by the shareholders.   Item 7.b Resolution on authorizing a sale of the Company's subsidiary LLC STS-Service If the shareholders meeting do not approve of the board of directors proposal according or item 7.a the board of directors propose that the shareholders meeting authorize the board to up until the next annual shareholders meeting carry out and finalize negotiations regarding a sale of LLC STS-Service without any further convening of the shareholders meeting, provided that the conditions for such a sale according to the discretion of the board are more advantageous than the conditions for the proposed sale according to item 7.a. At a sale according to this item 7.b the shareholders will in accordance with what has been stated under item 7.a. in connection with that the sale of LLC STS-Service being finalized, be summoned to a new shareholders meeting to approve a revised business plan.   Item 8. Resolution on authorizing the board of directors to decide on new issue The board of directors proposes that the shareholders meeting resolve to authorize the board to, at one or several occasions during the time period up until the next annual shareholders meeting, decide to increase the Company's share capital through new issue. The board of directors shall, in addition to preferential share issues, be authorized to decide on a new issue deviating from the shareholders preferential rights, with provisions regarding payment in kind and set off and/or otherwise in accordance with the provisions in Section 2:5 second paragraph 1-3 and 5 in the Companies Act. New issuance according to the authorization may in total at the most comprise the number of shares that are allowed within the Company's maximum share capital limit and shall take place on fair market conditions. The reason for that the board of directors shall be able to decide on new issue deviating from the shareholders' preferential rights are that the Company shall be able to issue shares in connection with acquisition of companies or businesses, and be able to carry out directed issues with the purpose to seek capital to the Company.   Available documents The board of directors complete proposal for resolution under item 8 will be made available for shareholders at the Company's office at Birger Jarlsgatan 41A, during at least two weeks prior to the shareholders meeting. Copies of the documents will be sent at no cost to shareholders that request it and giving their postal address. The documents will also be available at the Company's webpage www.malkaoil.se. An information leaflet with further information regarding the transfer to Gazprome Neft and the main conditions in the share sale and purchase agreement etc according to the board of directors proposals for resolutions according to item 7.a - 7.b will be held available at the Company's office at Birger Jarlsgatan 41A,Friday December 11, 2009 at the latest. Photocopies of the document will be sent to shareholders requesting it and giving their postal address. The document will also be available at the Company's webpage www.malkaoil.se.   _________   Stockholm December 2009   The board of directors     For further information, please contact: Maks Grinfeld, MD, tel: +46 768 077 614 Sven-Erik Zachrisson, Chairman of the Board of Directors, tel: +46 8 41 05 45 96     For further information on Malka Oil AB, see the website www.malkaoil.com Reasonable caution notice: The statement and assumptions made in the company's information regarding Malka Oil AB's ("Malka") current plans, prognoses, strategies, concepts and other statements that are not historical facts are estimations or "forward looking statements" concerning Malka's future activities. Such future estimations comprise but are not limited to statements that include words such as "may occur", "concerning", "plans", "expects", "estimates", "believes", "evaluates", "prognosticates" or similar expressions. Such expressions reflect the management of Malka's expectations and assumptions made on the basis of information available at that time. These statements and assumptions are subject to a large number of risks and uncertainties. These, in their turn, comprise but are not limited to i) changes in the financial, legal and political environment of the countries in which Malka conducts business, ii) changes in the available geological information concerning the company's projects in operation, iii) Malka's capacity to continuously guarantee sufficient financing to perform their activities as a "going concern", iv) the success of all participants in the group, or of the various interested companies, joint ventures or secondary alliances, v) changes in currency exchange rates, in particular those relating to the RUR/USD rate. Due to the background of the many risks and uncertainties that exist for any oil-prospecting venture and oil production company in its initial stage, Malka's actual future development may significantly deviate from that indicated in the company's informative statements. Malka assumes no implicit liability to immediately update any such future evaluations.