Notice of the Extraordinary General Meeting of Shareholders of Sequa Petroleum N.V.
Shareholders are hereby invited to attend the Extraordinary General Meeting of Shareholders (EGM) of Sequa Petroleum N.V. (the Company), to be held at the 24th floor, Rembrandt Tower, Amstelplein 1 (1096 HA) in Amsterdam, the Netherlands on Monday 24 August 2015 at 14.00 hours p.m. CET.
The agenda items of the EGM will be as follows:
- Opening and general information
- Proposal to approve and/or ratify, based on article 2:107a of the Dutch Civil Code and article 12.1 of the articles of association of the Company, the entering into by the Company, as buyer, of the agreement with the shareholders of Tellus Petroleum Invest AS (TPI), as sellers, for the acquisition of the entire issued share capital of TPI (the Tellus SPA) and the transactions contemplated thereby (the Tellus Transaction) and the agreement between Wintershall Norge AS, as seller, TPI, as buyer guarantor, and Tellus Petroleum AS, a subsidiary of TPI, as buyer, for the acquisition of certain ownership interests in production licenses and pipelines (the Wintershall SPA) and the transactions contemplated thereby (the Wintershall Transaction)*
- Proposal to appoint the management board of the Company as the competent body to resolve to the issuance of 6,000,0000 ordinary shares in the capital of the Company to the shareholders of TPI as sellers under the Tellus SPA as (partial) consideration for the shares in TPI*
- Proposal to appoint the management board of the Company as the competent body to resolve to restrict or to exclude the pre-emptive rights of existing shareholders of the Company in respect of the issuance of the 6,000,0000 ordinary shares in the capital of the Company as referred to under agenda item 3) above*
- Proposal to amend the articles of association of the Company*
- Any other business and closing of the EGM
All documents prepared for the purpose of the EGM, including the agenda and the explanatory notes thereto are available for inspection and can be obtained free of charge at the Company’s offices at 23 Savile Row, London W1S 2ET, United Kingdom. Shareholders have also received the documents through the respective clearing system: Clearstream or Euroclear, as applicable (the Clearing System).
Record Date / Registration to Vote
Recognised as persons entitled to attend the meeting will be those persons who hold shares of the Company at 27 July 2015 (the Record Date), upon the processes of all additions and withdrawals as at the Record Date.
Shareholders who wish to attend the EGM either in person or by proxy are asked to register by SWIFT via their custodian bank with BNP Paribas Securities Services, S.C.A., Luxembourg Branch (the Agent) with a copy to email@example.com and a copy to the Company (address: 23 Savile Row, London W1S 2ET, United Kingdom; e-mail: Robin.Storey@sequa-petroleum.com). A template for the registration application has been received by the shareholders through the Clearing System and can also be obtained free of charge at the offices of the Company.
The registration application needs to be accompanied by a certification of the relevant custodian bank stating the number of shares held by the shareholder at the Record Date. The registration will be confirmed by the registration statement issued by the Company, which will serve as the admission ticket to the meeting. Incomplete registration applications or registration applications that are not accompanied by the aforementioned certification will be disregarded. Registration for the EGM is possible in the period from 28 July to 17 August 2015 at 17:00 hours CET.
Voting by Proxy
Notwithstanding the obligation to register for the meeting, a shareholder, who does not wish to attend the EGM in person, may give a written proxy and voting instructions to a third person to attend and vote at the EGM on his behalf. A shareholder who will not be attending the meeting in person may also give a proxy and voting instructions by SWIFT via their custodian bank to the Agent with a copy to firstname.lastname@example.org and to the person referred to in the voting proxy.
Shareholders who wish to attend the EGM by proxy are asked to notify the Agent no later than 17 August 2015 at 17:00 hours CET by completing, signing and timely returning the proxy and the voting instruction to their custodian bank.
A template of the proxy has been received by the shareholders through the Clearing System. A template of the proxy can also be obtained free of charge at the offices of the Company. The proxy should, at the discretion of the Company, sufficiently identify the shareholder and the proxy holder and the number of shares for which the proxy holder will represent the shareholder at the EGM.
April 2015 Extraordinary General Meeting Results
The Company confirms that at its Extraordinary General Meeting held on 24 April, the resolution was passed unanimously by all attending shareholders representing 61.27% of the issued share capital of the Company, to extend the deadline for filing the Company Results for the year ending 31 December 2014 until 30 November 2015.
Changes to the Company Supervisory and Management Boards
As of 4 June 2015, Remi Grosjean left Sapinda International Services B.V. (UK) and has consequently resigned as a director of the Supervisory Board of Sequa Petroleum N.V. effective the same date.
The Supervisory and Management Board wish to thank Remi for his significant contribution in establishing Sequa Petroleum as a small cap oil and gas business including the recently announced significant acquisition in Norway.
As of 15 June 2015, Alistair Williams stepped down as Director and Member of the Management Board of Sequa Petroleum N.V. with the plan to assume a broader range of activity within the Company as it continues to grow to a new level. He will continue in his role of Chief Financial Officer until a replacement has been identified.
Further announcements will be made in due course regarding additional appointments to the Supervisory and Management Boards, in order to implement the best practice requirements of the Dutch Corporate Governance Code including the appointment of further independent non-executive directors and the establishment of Board committees.
For further information:
Jacob Broekhuijsen, CEO
Carol Frost, Director HR and Communications
+44 (0)203 728 4450