Shareholders of Dome Energy AB (publ) reg. no. 556533-0189, (the “Company”), are hereby invited to attend the extraordinary general meeting to be held on Thursday, 1 February 2018 at 11:00 a.m. CET at Engelbrektsgatan 9-11, Stockholm.
NOTICE OF ATTENDANCE AND MORE
Shareholders who wish to attend the extraordinary general meeting shall
– be recorded in the share register maintained by Euroclear Sweden AB on Friday 26 January 2018, and
– notify their intention to attend the meeting no later than on Friday 26 January 2018 at 12:00 a.m. CET. The notification shall be in writing and sent to: Dome Energy AB (publ), “Extraordinary general meeting 2018” Engelbrektsgatan 9-11, SE-114 32 Stockholm, or by email to Marianne Brandt at [email protected] or by telephone + 46 70 523 92 14. The notification should state the name, personal identification number or company registration number (or equivalent), complete address, telephone number, shareholding, the number of assistants, if any (max. two (2)) and information of proxy holders or other representatives, if applicable.
Shareholders represented by proxy must issue a power of attorney, signed by the shareholder and dated. The power of attorney is valid for maximum one (1) year from the date of issuance, unless it specifically sets out a longer period of validity. The period of validity shall not exceed five (5) years from the date of issuance. The original version of the power of attorney should be sent to the Company at the above-mentioned address well in advance of the meeting. The original version of the power of attorney should also be presented at the meeting. A form of the power of attorney will be available on the Company’s website: http://www.domeenergy.com/ www.domeenergy.com under the section “Shareholders meetings” three (3) weeks before the extraordinary general meeting and will be sent to shareholders who so request. Such request may be done in the same manner as the notification to the meeting. The person who represents a legal person shall be required to submit a certified copy of the certificate of registration of that legal person or equivalent documentation evidencing the authority of the signatory.
Shareholders whose shares are registered in the name of a nominee through a bank or nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB, in order to be entitled to participate at the extraordinary general meeting (registration of voting rights). Such re-registration must be effected no later than Friday, 26 January 2018, meaning that shareholders must instruct their nominees well in advance of this date.
At the extraordinary general meeting the following items shall be considered:
1. Opening of the meeting.
2. Appointment of chairman of the meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons, in addition to the chairman, to verify the minutes.
5. Approval of the agenda.
6. Determination of whether the meeting has been duly convened.
7. Resolution to adopt new articles of association.
8. Resolution to, with deviation from the shareholders’ preferential rights, issue shares and warrants (units) against set-off payment.
9. Closing of the meeting.
The general meeting is convened due to the Board’s proposal to issue shares and warrants (units) against set-off payment to Kvalitena AB and companies under the control of Kristian Lundkvist and Petter Hagland, respectively, together the “Creditors”. The proceeds from the rights issue against set-off payment are intended to be used to completely re-pay the debt under the loan agreements with the Creditors (the “Loan Agreements”). The reason for deviating from the shareholders’ preferential rights is that, given the Company’s financial situation and the Loan Agreement, it is detrimental to the Company to decrease its debt in this manner. Furthermore, the Company avoids interest expenses under the Loan Agreements which is beneficial to the Company in both operational and strategic terms.
It is noted that Petter Hagland is a member of the Board. Petter Hagland has not participated in the Board’s preparation of the rights issue. Furthermore, it is noted Petter Hagland intends to take measures to avoid putting forward a mandatory bid as a result of completion of the rights issue.
Item 7 Resolution to adopt new articles of association
The Board proposes that the general meeting resolves to adopt new articles of association, whereby the lowest number of outstanding shares in the Company shall be 239,292,636 and the highest number of outstanding shares shall be 957,170,544 and the lowest permitted share capital shall be SEK 23,929,263.60 and the highest permitted share capital shall be SEK 95,717,054.40.
Item 8 Resolution to, with deviation from the shareholders’ preferential rights, issue shares and warrants (units) against set-off payment
The Board proposes that the general meeting resolves to issue units consisting of shares and warrants against set-off payment. The new shares and the new warrants shall be issued in units, each unit consists of one (1) share and one (1) warrant. The warrants are issued free of charge.
A. The size of the rights issue
Issue of up to 137,997,688 units. The share capital may be increased by up to SEK 13,799,768.80 and the number of shares may be increased by up to 137,997,688 shares. Should all warrants be exercised, the share capital may be increased with additional SEK 13,799,768.80 and subsequently the amount of shares will increase with additional 137,997,688 shares. All amounts are subject to the size of debt available for set-off which, to a large extent, is in USD. The size of the debt is based on the Board’s estimated SEK/USD exchange rate on the date occurring two days prior to the date of the resolution by the general meeting. The final amount of the debt to be used as set-off payment and, consequently, the number of units to be issued, shall be calculated by application of the SEK/USD exchange rate as determined by Sweden’s Central Bank (Sw. Riksbanken) on the date occurring two days prior to the date of the resolution by the general meeting. However, the maximum number of units may not exceed what is set out above.
B. Subscription price
The subscription price is SEK 0.65 per unit of which SEK 0.65 will be attributable to each share. The warrants are issued free of charge. Subscription may only be made in units and thus not shares and warrants individually. Allotment may only be made in units. However, the shares and the warrants will be separated following completion of the share issue. The share premium shall be transferred to the share premium account.
C. The warrants
Each warrant entitles its holder to subscribe for one (1) share in the Company at a subscription price of SEK 0.75 during the period from the date of subscription up to and including 30 august 2019.
D. Persons entitled to subscribe
The right to subscribe for all units shall, with deviation from the shareholders’ preferential right, be directed at the Creditors. The reason for deviation from the shareholders’ preferential rights is that it is important that the Company reduces its level of debt given the Company’s financial situation and the Loan Agreements. According to the Board’s assessment, the remuneration is in line with the market price, taking into account the Loan Agreement, that the Company’s level of debt decreases as a consequence of the rights issue and that the rights issue is beneficial to the Company.
E. Subscription and payment
Subscription of units shall take place no later than five (5) business days following the general meeting’s resolution. The subscription price will be paid by way of set-off payment of the Company’s payment obligations towards the Creditors. The Company’s payment obligations are, to a large extent, in USD and the total amount is approximately SEK 89,698,497, based on the Board’s estimated SEK/USD exchange rate on the date occurring two days prior to the date of the resolution by the general meeting. The final amount of the debt to be used as set-off payment shall be calculated by application of the SEK/USD exchange rate as determined by Sweden’s Central Bank (Sw. Riksbanken) on the date occurring two days prior to the date of the resolution by the general meeting.
In order for the resolution, proposed by the board of directors under item 7, to be valid, the resolution must be supported by shareholders holding at least two-thirds of votes cast and shares represented at the meeting.
In order for the resolutions, proposed by the board of directors in item 8 to be valid the resolutions must be supported by shareholders holding at least nine-tenths of votes cast and shares represented at the meeting.
INFORMATION AT THE EXRAORDINARY GENERAL MEETING
At the general meeting the board end the managing director shall, if a shareholder so requests and the board of directors considers that it may be done without significant harm for the Company, provide information concerning circumstances that may affect the determination any item on the meeting agenda.
Anyone wishing to send in questions in advance can do so at [email protected]
The complete proposal for the resolutions under section 7 and 8 and the Board’s reports and statements pursuant to Section 13, 6 – 7 and Section 14, 7 of the Swedish Companies Act will be available to the shareholders at the Company at the above address and on the Company’s website, www.domeenergy.com, not later than two weeks prior to the general meeting and at the general meeting. The documentation will also be sent, free of charge, to those shareholders who request it and state their address.
Stockholm, January 2018
Dome Energy AB (publ)
This information is the kind of information that Dome Energy AB (publ) is obliged to publicize according to EU Market Abuse Regulations (MAR). The information was publicized, by the above contact person January 2, 2018 16.00 CET.
About Dome Energy
Dome Energy AB. is an independent Oil & Gas Company publicly traded on the Nasdaq First North exchange in Sweden (Ticker: DOME (http://www.nasdaq.com/symbol/els/dome)). Mangold Fondkommission AB, phone: +46 8 503 01 550, is the Company’s Certified Adviser. Headquartered in Houston, Texas, the Company’s focus is on the development and production of existing onshore Oil & Gas reserves in the United States. For more information visit www.domeenergy.com.