NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN MAHA ENERGY AB (PUBL)

The shareholders in Maha Power AB (publ), reg. no. 559018-9543, are hereby given discover to attend the annual normal assembly at 14.00 CEST on Wednesday 24 Might 2023 at Setterwalls Advokatbyrå’s places of work at Sturegatan 10 in Stockholm, Sweden. Registration for the assembly commences at 13.30 CEST.

Discover

Shareholders wishing to take part on the assembly should:

(i)      be entered within the shareholders’ register, saved by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the file day which is Monday 15 Might 2023; and

(ii)     notify the corporate of their attendance and any assistant no later than Wednesday 17 Might 2023. Notification might be made through letter to Setterwalls Advokatbyrå AB, Attn: Magnus Melin, P.O. Field 1050, SE-101 39 Stockholm, Sweden or by e-mail to magnus.melin@setterwalls.se.

Notification shall embody full title, private identification quantity or company registration quantity, handle and daytime phone quantity and, the place applicable, details about consultant, proxy and assistants. The variety of assistants is probably not greater than two. So as to facilitate entry to the assembly, notification ought to, the place applicable, be accompanied by powers of legal professional, registration certificates and different paperwork of authority.

Private information obtained from the share register saved by Euroclear Sweden AB, notices and attendance on the assembly and data on representatives, proxies and assistants might be used for registration, preparation of the voting record for the assembly and, the place applicable, the minutes of the assembly.

Nominee registered shares

Shareholders who’ve their shares registered within the title of a nominee should request momentary entry within the transcription of the share register saved by Euroclear Sweden AB with a view to be entitled to take part and vote for his or her shares on the assembly. The shareholder should inform the nominee nicely upfront of Monday 15 Might 2023 at which period the register entry should have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been accomplished by the nominee no later than Wednesday 17 Might 2023, will, nonetheless, be taken into consideration within the preparation of the share register.

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Proxy

A shareholder represented by proxy shall challenge an influence of legal professional which shall be dated and signed by the shareholder. If issued by a authorized entity the ability of legal professional shall be accompanied by registration certificates or, if not relevant, equal paperwork of authority. Energy of legal professional varieties for these shareholders wishing to take part by proxy can be found on the corporate’s web site www.mahaenergy.ca. The unique model of the ability of legal professional shall even be introduced on the assembly.

Proposed agenda 

1. Opening of the assembly and election of chairman of the assembly;

2. Preparation and approval of the voting record;

3. Approval of the agenda;

4. Election of 1 (1) or two (2) individuals who shall approve the minutes of the assembly;

5. Willpower of whether or not the assembly has been duly convened;

6. Submission of the annual report and the auditor’s report and the consolidated monetary statements and the auditor’s report on the group;

7. Decision in respect of adoption of the revenue and loss assertion and the steadiness sheet and the consolidated revenue and loss assertion and the consolidated steadiness sheet;

8. Decision in respect of allocation of the corporate’s revenue or loss in response to the adopted steadiness sheet;

9. Decision in respect of the members of the board of administrators’ and the managing director’s discharge from legal responsibility;

10. Willpower of the variety of members of the board of administrators and the variety of auditors and, the place relevant, deputy auditors;

11. Willpower of the charges payable to the members of the board of administrators and the auditors;

12. Election of members of the board of administrators, auditors and, the place relevant, deputy auditors;

13. Approval of the remuneration report;

14. Decision on adjustments to the coverage for remuneration to the senior executives;

15. Decision on an incentive program and issuance of warrants to workers and consultants (LTIP 8);

16. Decision on an incentive program and issuance of warrants to the members of the board of administrators (LTIP 9);

17. Decision concerning authorization for the board of administrators to extend the share capital; and

18. Closing of the assembly.

Proposed resolutions     

Merchandise 1. Election of chairman of the assembly

The nomination committee, consisting of Rodrigo Pires, representing Turmalina Fundo de Investimento em Participações Multiestratégia, Christer Lindholm representing Kvalitena AB, Edwyn Neves, representing Banco BTG Pactual, and Fabio Vassel, the chairman of the board of administrators, proposes that legal professional Marcus Nivinger is appointed chairman of the annual normal assembly.

Merchandise 8. Allocation of the corporate’s revenue or loss in response to the adopted steadiness sheet

The board of administrators proposes that the corporate’s obtainable funds shall be carried ahead in new account and that no dividend shall be paid for the final monetary yr.

Merchandise 10. Willpower of the variety of members of the board of administrators and the variety of auditors and deputy auditors

The nomination committee proposes that seven board members are elected.

Additional, the nomination committee proposes {that a} registered public auditor is appointed as auditor.

Merchandise 11. Willpower of the charges payable to the members of the board of administrators and auditors

The nomination committee proposes that the charges payable to the board of administrators for the interval till the top of the subsequent annual normal assembly shall stay the identical and quantity to SEK 415,000 to the chairman and SEK 300,000 to every of the opposite bizarre members (remuneration for committee work not included). The managing director shall not obtain a charge as an bizarre member of the board of administrators.

Board members shall even be entitled to bill the corporate in as far as they carry out providers outdoors the board project.

Moreover, it’s proposed, as remuneration for the committee work, the chairman of the audit committee is to obtain SEK 60,000, the chairman of the remuneration committee SEK 60,000, the chairman of the reserves and well being, security and environmental committee SEK 60,000, members of the audit committee (the chairman excluded) SEK 40,000 every, members of the remuneration committee (the chairman excluded) SEK 40,000 every and members of the reserves and well being, security and environmental committee (the chairman excluded) SEK 40,000 every. The managing director shall not obtain remuneration as a member of a committee.

It’s proposed that the corporate’s auditor shall be paid in accordance with authorized invoices.

Merchandise 12. Election of members of the board of administrators and auditors

The nomination committee proposes re-election of Fabio Vassel, Paulo Thiago Mendonça, Enrique Peña, Viktor Modigh, Richard Norris, Halvard Idland and Kjetil Solbraekke as bizarre board members. The nomination committee proposes re-election of Fabio Vassel as chairman of the board of administrators.

Data on the board members proposed for re-election might be discovered within the annual report and on the corporate’s web site at www.mahaenergy.ca.

The nomination committee additional proposes re-election of the accounting agency Deloitte AB as auditor. Deloitte AB has knowledgeable that Andreas Frountzos will take over after Fredrik Jonsson as auditor-in-charge.

Merchandise 13. Approval of the remuneration report

The board of administrators proposes that the final assembly resolves to approve the board’s remuneration report in accordance with Chapter 8, Part 53a of the Swedish Firms Act.

Merchandise 14. Decision on adjustments to the coverage for remuneration to the senior executives

The board of administrators of Maha Power AB (publ) (the “Firm”) proposes that the final assembly resolves on adjustments to the coverage for remuneration and different employment circumstances for the Firm’s CEO, board members (in as far as they obtain remuneration for providers supplied to the group outdoors of the scope of the board project), any deputy CEO appointed within the Firm and different government managers that the Firm regards as executives being, as an illustration, the CFO, CLO, COO and VP degree (collectively known as “Govt Administration”), as set forth beneath, which shall apply in the intervening time, however on the newest till the annual normal assembly to be held in 2027. The rules are relevant on agreements entered into after the annual normal assembly held on 24 Might 2023, and so far as adjustments are made to current agreements, thereafter.

Remuneration Coverage for Maha Power AB (publ)

Introduction

Goal

This remuneration coverage embody the Firm’s Govt Administration. The rules don’t embody remuneration determined by the final assembly. The board of administrators could briefly resolve to deviate from the rules, in entire or partly, if in a particular case there may be particular trigger for the deviation and a deviation is critical to serve the Firm’s long-term pursuits, together with its sustainability, or to make sure the Firm’s monetary viability. If such deviation happens, this shall be disclosed for the subsequent annual normal assembly. Phrases of employments ruled by guidelines aside from Swedish could also be duly adjusted to adjust to obligatory guidelines or established native follow, considering, to the extent potential, the general function of those tips.

Rules, promotion of the Firm’s enterprise technique, long-term pursuits and sustainability

The board of administrators assesses that the profitable implementation of the Firm’s enterprise technique and safeguarding of its long-term pursuits, together with its sustainability, builds on the Firm having the ability to recruit and retain extremely certified and succesful administration to realize set objectives. So as to obtain this, the Firm should be capable to supply aggressive whole remuneration which these tips allow.

Remuneration shall not discriminate on grounds of gender, ethnic background, nationwide origin, age, incapacity or different irrelevant components.

Forms of remuneration and so on.

The principle precept is that remuneration and different employment circumstances for members of the Govt Administration shall be based mostly on market phrases and be aggressive with a view to be certain that the group can appeal to and retain competent members of the Govt Administration at an inexpensive value for the Firm. The overall remuneration to the Govt Administration could include mounted money remuneration, variable money remuneration, pension advantages and different advantages. Moreover, the final assembly could – irrespective of those tips – resolve on, amongst different issues, share or share price-related remuneration.

Fastened money remuneration

Every member of the Govt Administration shall be supplied a hard and fast remuneration to be paid in money and on market phrases commensurate with the worldwide oil and fuel sector, based mostly on duties, sector and time expertise and performances. The mounted remuneration shall be adjusted yearly. So as to keep away from that the Govt Administration is inspired to take inappropriate dangers, there shall be a basic steadiness between mounted and variable remuneration. The mounted remuneration shall thus be massive sufficient in relation to the whole remuneration paid to the Govt Administration with a view to render it potential to cut back the variable remuneration to zero.

Variable money remuneration

Along with the mounted remuneration, the members of the group’s Govt Administration could also be supplied variable remuneration to be paid in money, as follows:

(i) Common Variable Money Remuneration: based mostly on the lead to relation to efficiency objectives throughout the respective space of duty and in step with the shareholders’ pursuits. Common Variable Money Remuneration shall be tied to annual efficiency associated goals and shall quantity to a most of one hundred pc of the gross mounted remuneration.

Common Variable Money Remuneration shall be based mostly on clear, predetermined and measurable standards and predefined particular person and operational objectives, which might be monetary, comparable to price range management, or non-financial, comparable to non-productive time measurements or manufacturing quantity associated objectives. By setting standards for Common Variable Money Remuneration for the Govt Administration linked to the Firm’s earnings in addition to sustainability, the Firm’s enterprise technique, long-term pursuits and competitiveness are promoted. The achievement of those standards shall be measured over a interval of 1 yr, and shall be decided based mostly on the Firm’s efficiency and the standards agreed with the person member of the Govt Administration.

(ii) Extraordinary Variable Money Remuneration: additional variable money remuneration could also be awarded in extraordinary circumstances, supplied that such extraordinary preparations are restricted in time and solely made on a person foundation, both for the aim of recruiting or retaining government administration, or as remuneration for extraordinary efficiency past the person’s bizarre duties and/or as a premium for the efficiency of such particular person on related occasions or transactions involving the Firm. Such remuneration could also be paid on completely different extraordinary occasions per yr, however could not in whole exceed an quantity comparable to 50 p.c of the gross mounted annual money remuneration.

The Firm’s remuneration committee shall suggest and consider objectives for variable remuneration for the group’s Govt Administration (i) every year in case of Common Variable Money Remuneration, or (ii) when required based mostly on the relevant circumstances, in case of Extraordinary Variable Money Remuneration. The analysis made by the remuneration committee shall be reported to the board of administrators.

Ought to variable remuneration paid have been based mostly on info that later exhibits to have been evidently incorrect, the Firm shall have the chance to request reimbursement. Variable remuneration shall not be pension qualifying. Extraordinary variable money remuneration could also be compensated/offset with the common variable money remuneration, upon the only discretion of the Board Members/CEO (because the case could also be).

Lengthy-term share or share-price associated incentive programmes

Lengthy-term share-related incentive programmes within the type of warrants giving proper to subscribe for brand spanking new shares have been applied within the Firm. Such programmes have been resolved by the final assembly and are subsequently excluded from these tips. Warrants entitling the holder to subscribe for brand spanking new shares within the Firm have been issued and allotted to contributors below 4 completely different incentive programmes for workers and senior administration within the Firm and its subsidiaries. The primary incentive programme was adopted on the annual normal assembly held on 27 Might 2020, the second and third was adopted on the annual normal assembly held on 27 Might 2021, and the fourth was adopted on the annual normal assembly held on 31 Might 2022. The warrants issued below the 4 incentive programmes entitle the holder to subscribe for shares within the Firm from 1 June 2023 till and together with 29 February 2024, from 1 June 2023 till and together with 29 February 2024, from 1 June 2024 till and together with 28 February 2025, and from 1 June 2025 till and together with 1 June 2030, respectively. Allocation within the programmes is relying on wage degree and time of employment and most allocation is conditional upon continued employment throughout a vesting interval of two to a few years.

The share associated incentive applications are designed to retain and appeal to long run certified and dedicated personnel in a worldwide oil and fuel market setting. This system is accessible to pick out workers and has traditionally re-occurred yearly. The board of administrators has proposed that the annual normal assembly 2023 resolves on an incentive program to workers and consultants to be applied throughout a interval of three years. The remuneration committee and the board of administrators shall repeatedly consider whether or not to suggest share associated incentive applications on the annual normal assembly.

Pension

Pension advantages, together with medical health insurance, shall be premium outlined until the person involved is topic to outlined profit pension below obligatory collective bargaining settlement provisions. The pension premiums for premium outlined pension shall quantity to no more than 10 p.c of the gross pension qualifying earnings.

The Firm will, on the minimal, comply with statutory necessities for pension contributions in every relevant jurisdiction it operates.

Different advantages

Different advantages could embody, inter alia, life insurance coverage, medical health insurance and medical advantages, and shall be restricted in worth in relation to different remuneration and shall be paid solely in as far as it’s thought of to be in accordance with the marketplace for different members of government managements holding corresponding positions on the employment market the place the member in query is working. Premiums and different prices referring to such advantages could quantity to no more than 15 p.c of the gross mounted remuneration.

Termination and severance cost

The discover interval for termination given by the Firm shall be not than six months for all members of the Govt Administration, with a proper to redundancy cost after the expiration of the discover interval comparable to no more than one hundred pc of the gross mounted money remuneration for a most of 12 months, that means that the mounted remuneration and redundancy cost shall collectively not exceed 18 months’ gross mounted wage. Any proper to redundancy cost shall lower in conditions the place remuneration is acquired from one other firm. In any case, noticed the aforementioned limitation, the discover interval and the quantity of the redundancy cost shall be outlined, on a case by case foundation, taking into account (i) the necessities of regulation relevant to the contract entered with the member of the Govt Administration, (ii) the widespread follow of the placement the place such contract was entered, and (iii) the interval that the member of Govt Administration has been employed/ contracted by the Firm previous to the discover of termination.

Upon discover given by a member of the Govt Administration, the discover interval shall usually be six months for the CEO and three months for different members of the Govt Administration. Within the occasion a member of the Govt Administration terminates his or her employment, no severance shall be payable.

Consideration given to current salaries and employment circumstances for workers

Within the preparation of the board of administrators’ proposal for these remuneration tips, wage and employment circumstances for workers of the Firm have been taken into consideration by together with info on the staff’ whole earnings, the parts of the remuneration and improve and progress fee over time, within the board of administrators’ foundation of choice when evaluating whether or not the rules and the restrictions set out herein are cheap.

The choice-making course of to find out, overview and implement the rules

The board of administrators has established a remuneration committee. The committee’s duties embody making ready the board of administrators’ choice to suggest tips for Govt remuneration. The board of administrators shall put together a proposal for brand spanking new tips when there may be want for vital adjustments and a minimum of each fourth yr, and submit it to the final assembly. The rules shall be in pressure till new tips are adopted by the final assembly. The committee shall additionally monitor and consider applications for variable remuneration for the Govt Administration, the appliance of the rules for Govt remuneration in addition to the present remuneration constructions and compensation ranges within the Firm. The members of the committee are impartial of the Firm and its Govt Administration. The CEO and different members of the Govt Administration don’t take part within the board of administrators’ processing of and resolutions concerning remuneration-related issues in as far as they’re affected by such issues.

Data in regard to beforehand determined remuneration

Aside from recurring commitments, there are not any remuneration commitments in relation to members of the Govt Administration that haven’t turn out to be due.

Description of fabric adjustments to the remuneration coverage and clarification of how the shareholders’ opinions have been taken into account

These tips are determined by the annual normal assembly. The board of administrators has, following the election of recent board members on 3 November 2022 and 29 March 2023, assessed the necessity for adjustments and deemed the proposed adjustments to be essential to profitable implement the Firm’s enterprise technique and safeguard its long-term pursuits, together with its sustainability, and to have the ability to recruit and retain extremely certified and succesful administration. Pursuant to the proposed new remuneration coverage the utmost yearly Extraordinary Variable Money Remuneration could also be paid on completely different extraordinary occasions per yr supplied that the utmost yearly quantity isn’t exceeded. The proposed new remuneration coverage is deemed to extend flexibility inter alia in recruiting and retaining government administration in addition to deciding on remuneration for extraordinary efficiency past the person’s bizarre duties and/or as a premium for the efficiency of such particular person on related occasions or transactions involving the Firm. Throughout the proposed new coverage the potential annual different advantages have elevated from 10 p.c to fifteen p.c of the gross mounted remuneration as a result of Firm’s potential prices for such advantages. The board of administrators has not acquired any feedback from shareholders.

Merchandise 15. Decision on an incentive program and issuance of warrants to workers and consultants (LTIP 8)

The board of administrators in Maha Power AB (publ) (the “Firm”) proposes that the final assembly resolves on an incentive programme for the Govt Administration and different workers and consultants of the Firm and its subsidiaries (collectively, the “Group”) by means of issuance of warrants entitling to subscription of recent shares within the Firm as set forth beneath.

Background

The proposal to launch an incentive programme by the issuance of warrants is introduced by the board of administrators of the Firm with a view to strengthen the retention of Govt Administration and different workers and consultants with the Group and to encourage these to create shareholder worth. The board of administrators assess that these goals are in step with all shareholders’ pursuits.

The programme encompasses present and future workers and consultants of the Group. Board members aren’t allowed to take part. These entitled to take part within the incentive programme are hereinafter known as “Individuals”.

The programme might be applied by means of switch of warrants to Individuals throughout a interval of three years.

Phrases and circumstances for the difficulty of warrants

1. The Firm shall challenge no more than 4,612,345 warrants. Every warrant entitles to subscription of 1 (1) new share, every with a quotient worth of SEK 0.011.

2. The warrants could, with deviation from the shareholders’ preferential rights, solely be subscribed for by Maha Power Inc (the “Subsidiary”), a subsidiary of the Firm, after which the Subsidiary is to switch the warrants to the Individuals in accordance with the decision adopted by the final assembly and directions from the board of administrators of the Firm.

3. Subscription of warrants shall be made by the Subsidiary on a subscription record following the final assembly’s challenge decision, however no later than 31 Might 2023. The board of administrators of the Firm shall be entitled to extend the subscription interval.

4. The warrants shall be issued with out consideration (i.e. freed from cost) to the Subsidiary.

5. If all issued warrants are subscribed for by the Subsidiary, transferred to and exercised by the Individuals for subscription of recent shares, the Firm’s share capital will improve with SEK 50,735.795 (topic to potential recalculations in accordance with normal phrases and circumstances relevant to the warrants).

6. The warrants could also be exercised for subscription of recent shares through the interval as from registration of the warrants with the Swedish Firms Registration Workplace till and together with 1 January 2030. Warrants that haven’t been exercised for subscription of recent shares by 1 January 2030 shall lapse.

7. Every warrant shall entitle the warrant holder to subscribe for one (1) new share within the Firm at a subscription value per share (the “Train Worth”) of SEK 8.50. Any quantity that exceeds the quotient worth shall be transferred to the nonrestricted share premium account. The Train Worth could by no means be beneath the quotient worth of the shares.

8. The warrants are topic to customary recalculation circumstances.

Allocation rules to be utilized in relation to Individuals

Warrants subscribed for by the Subsidiary shall be transferred to the Individuals in accordance with directions from the board of administrators of the Firm and the rules set forth beneath. Any decision to switch warrants to the Individuals shall be made by the board of administrators.

The transfers of warrants from the Subsidiary to the Individuals are to be made with out consideration (i.e. freed from cost).

Warrants are granted below the inducement programme to workers of the Group, and are meant to align such particular person’s and shareholder pursuits by trying to create a direct relation between compensation and shareholder return. Participation within the incentive programme rewards general company efficiency, as measured by means of the worth of the shares within the Firm. As well as, the inducement programme permits workers to develop and preserve a big possession place within the Firm. No Participant could also be supplied greater than 2,306,173 warrants.

Allotted warrants could also be exercised for subscription of recent shares within the Firm through the interval as from registration of the warrants with the Swedish Firms Registration Workplace till and together with 1 January 2030. Subscription of recent shares could nonetheless not happen throughout so-called closed intervals in response to the EU Market Abuse Regulation, or in any other case in breach of related insider guidelines and rules (together with the Firm’s inside tips on this respect).

Warrant settlement

All warrants might be ruled by warrant agreements to be entered into between every Participant and the Subsidiary in reference to the switch of warrants from the Subsidiary. The warrant settlement will embody a so-called vesting construction, sure switch restrictions and different phrases and circumstances customary for such agreements. The interval from allocation of warrants till a share could also be acquired is probably not lower than three years and the warrants shall vest in tranches of 1 third (1/3) of the allotted warrants per yr throughout a complete vesting interval of three years. Exception could also be created from the interval till a share could also be acquired and the vesting interval in sure conditions, comparable to (i) the place the Participant’s employment or project as marketing consultant is terminated or (ii) in any other case the place distinctive circumstances exist as decided by the board of administrators to permit flexibility for the Firm in such conditions. Such exceptions shall be included within the particular warrant agreements entered into with the Individuals.

Causes for the deviation from the shareholders’ preferential rights

The explanations for the deviation from the shareholders’ preferential rights is that the Firm needs to supply warrants to workers of the Group with a view to strengthen the retention of workers and to encourage them to contribute to the creation of shareholder worth.

Dilution, prices, and so on.

Upon full subscription, switch and train of all 4,612,345 issued warrants; a complete of 4,612,345 new shares might be issued within the Firm (topic to potential recalculations in accordance with normal phrases and circumstances relevant to the warrants). This may result in a dilution comparable to approx. 3 p.c of the whole share capital and variety of votes within the Firm (based mostly on the share capital and variety of shares within the Firm as of the date of this proposal and calculated as the utmost quantity of share capital and variety of shares which may be issued, divided by the whole share capital and the whole variety of shares within the Firm after the proposed warrants to be issued have been exercised).

The inducement programme is anticipated to have a marginal impact on the Firm’s earnings per share. The market worth is preliminary estimated to SEK 5.22 per warrant, based mostly on a market worth of the underlying share comparable to SEK 9.73 and the Train Worth of SEK 8.50 per share.

Prices associated to the issuance of warrants below the inducement programme might be accounted for in accordance with IFRS 2 and acknowledged as an expense within the earnings assertion through the vesting interval. The preliminary estimate of whole value to be recorded through the time period of the programme is SEK 24,075,519. Ongoing administration prices and different prices of the programme are minimal.

Excellent incentive programmes

As well as, 3,229,586 warrants are excellent below 4 (4) Lengthy Time period Incentive Applications for workers and senior administration of the Group, of which the primary program contains of 460,000 warrants (“Program 4”), the second program contains of 1,048,286 warrants (“Program 5”), the third program contains of 524,143 warrants (“Program Six”), and the fourth program contains of 1,197,157 warrants (“Program Seven”). Every warrant below the respective program entitles to subscribe for one new share within the Firm. The train value of the warrants corresponds to one hundred pc of the amount weighted common final closing value for the Firm’s share on Nasdaq First North Progress Market through the interval from and together with (i) 20 Might 2020 till and together with 27 Might 2020 for Program 4, and corresponds to one hundred pc of the amount weighted common final closing value for the Firm’s share on Nasdaq Stockholm through the interval from and together with (ii) 21 Might 2021 till and together with 27 Might 2021 for Program 5, (iii) 21 Might 2021 till and together with 27 Might 2021 for Program Six, and (iv) 24 Might 2022 till and together with 31 Might 2022 for Program Seven. The warrants could also be exercised from and together with (i) 1 June 2023 till and together with 29 February 2024 for Program 4, (ii) 1 June 2024 till and together with 28 February 2025 for Program 5, (iii) 1 June 2023 till and together with 29 February 2024 for Program Six, and (iv) 1 June 2025 till and together with 1 June 2030 for Program Seven.

Approval of switch of warrants from the Subsidiary to Individuals

A decision to challenge warrants in accordance with this proposal additionally contains an approval of the transfers of warrants from the Subsidiary to the Individuals.

Preparation of the proposal

This proposal has been ready by the board of administrators along with exterior consultants. The ultimate proposal has been introduced by the board of administrators.

Majority necessities

This proposal to undertake the inducement programme and to challenge warrants, in addition to the approval of the transfers of warrants from the Subsidiary to the Individuals, is ruled by the provisions in Chapter 16 of the Swedish Firms Act (Sw. Aktiebolagslagen (2005:551)), and a sound decision subsequently requires that the proposal is supported by shareholders representing a minimum of nine-tenths (9/10) of the votes forged in addition to of all shares represented on the assembly.

Miscellaneous

The chairman of the board of administrators, the managing director or an individual appointed by the board of administrators shall be authorised to make any minor changes required to register the decision with the Swedish Firms Registration Workplace.

Merchandise 16. Decision on an incentive program and issuance of warrants to the members of the board of administrators (LTIP 9)

The nomination committee in Maha Power AB (publ) (the “Firm”) (excluding Fabio Vassel) proposes that the final assembly resolves on an incentive programme for the members of the board of administrators of the Firm by means of issuance of warrants entitling to subscription of recent shares within the Firm as set forth beneath.

Background

The proposal to launch an incentive programme by the issuance of warrants is introduced by the nomination committee within the Firm (excluding Fabio Vassel) with a view to strengthen the retention of the members of the board of administrators and to encourage the board members to create shareholder worth. The nomination committee assess that these goals are in step with all shareholders’ pursuits.

The programme encompasses board members within the Firm. These entitled to take part within the incentive programme are hereinafter known as “Individuals”.

The programme might be applied by means of switch of warrants to Individuals throughout a interval of three years.

Phrases and circumstances for the difficulty of warrants

1. The Firm shall challenge no more than 3,074,897 warrants. Every warrant entitles to subscription of 1 (1) new share, every with a quotient worth of SEK 0.011.

2. The warrants could, with deviation from the shareholders’ preferential rights, solely be subscribed for by Maha Power Inc (the “Subsidiary”), a subsidiary of the Firm, after which the Subsidiary is to switch the warrants to the Individuals in accordance with the decision adopted by the final assembly and directions from the nomination committee of the Firm.

3. Subscription of warrants shall be made by the Subsidiary on a subscription record following the final assembly’s challenge decision, however no later than 31 Might 2023. The board of administrators of the Firm shall be entitled to extend the subscription interval.

4. The warrants shall be issued with out consideration (i.e. freed from cost) to the Subsidiary.

5. If all issued warrants are subscribed for by the Subsidiary, transferred to and exercised by the Individuals for subscription of recent shares, the Firm’s share capital will improve with SEK 33,823.867 (topic to potential recalculations in accordance with normal phrases and circumstances relevant to the warrants).

6. The warrants could also be exercised for subscription of recent shares through the interval as from registration of the warrants with the Swedish Firms Registration Workplace till and together with 1 January 2030. Warrants that haven’t been exercised for subscription of recent shares by 1 January 2030 shall lapse.

7. Every warrant shall entitle the warrant holder to subscribe for one (1) new share within the Firm at a subscription value per share (the “Train Worth”) of SEK 8.50. Any quantity that exceeds the quotient worth shall be transferred to the nonrestricted share premium account. The Train Worth could by no means be beneath the quotient worth of the shares.

8. The warrants are topic to customary recalculation circumstances.

Allocation rules to be utilized in relation to Individuals

Warrants subscribed for by the Subsidiary shall be transferred to the Individuals in accordance with directions from the nomination committee of the Firm and the rules set forth beneath. Fabio Vassel is not going to take part in any decision to switch warrants to himself.

The transfers of warrants from the Subsidiary to the Individuals are to be made with out consideration (i.e. freed from cost).

Warrants are granted below the inducement programme to board members within the Firm and are meant to align such particular person’s and shareholder pursuits by trying to create a direct relation between compensation and shareholder return. Participation within the incentive programme rewards general company efficiency, as measured by means of the worth of the shares within the Firm. As well as, the inducement programme permits board members to develop and preserve a big possession place within the Firm. No Participant could also be supplied greater than 2,306,173 warrants.

Allotted warrants could also be exercised for subscription of recent shares within the Firm through the interval as from registration of the warrants with the Swedish Firms Registration Workplace till and together with 1 January 2030. Subscription of recent shares could nonetheless not happen throughout so-called closed intervals in response to the EU Market Abuse Regulation, or in any other case in breach of related insider guidelines and rules (together with the Firm’s inside tips on this respect).

Warrant settlement

All warrants might be ruled by warrant agreements to be entered into between every Participant and the Subsidiary in reference to the switch of warrants from the Subsidiary. The warrant settlement will embody a so-called vesting construction, sure switch restrictions and different phrases and circumstances customary for such agreements. The interval from allocation of warrants till a share could also be acquired is probably not lower than three years and the warrants shall vest in tranches of 1 third (1/3) of the allotted warrants per yr throughout a complete vesting interval of three years. Exception could also be created from the interval till a share could also be acquired and the vesting interval in sure conditions the place distinctive circumstances to permit flexibility for the Firm in such conditions. Such exception shall be included within the particular warrant agreements entered into with the Individuals.

Causes for the deviation from the shareholders’ preferential rights

The explanations for the deviation from the shareholders’ preferential rights is that the Firm needs to supply warrants to the board members within the Firm to ensure that the board members to participate within the worth progress within the Firm which is anticipated to extend the board members long-term dedication and strengthen the retention of board members, and to encourage them to contribute to the creation of shareholder worth.

Dilution, prices, and so on.

Upon full subscription, switch and train of all 3,074,897 issued warrants; a complete of three,074,897 new shares might be issued within the Firm (topic to potential recalculations in accordance with normal phrases and circumstances relevant to the warrants). This may result in a dilution comparable to approx. 2 p.c of the whole share capital and variety of votes within the Firm (based mostly on the share capital and variety of shares within the Firm as of the date of this proposal and calculated as the utmost quantity of share capital and variety of shares which may be issued, divided by the whole share capital and the whole variety of shares within the Firm after the proposed warrants to be issued have been exercised).

The inducement programme is anticipated to have a marginal impact on the Firm’s earnings per share. The market worth is preliminary estimated to SEK 5.22 per warrant, based mostly on a market worth of the underlying share comparable to SEK 9.73 and the Train Worth of SEK 8.50 per share.

Prices associated to the issuance of warrants below the inducement programme might be accounted for in accordance with IFRS 2 and acknowledged as an expense within the earnings assertion through the vesting interval. The preliminary estimate of whole value to be recorded through the time period of the programme is SEK 16,050,346. Ongoing administration prices and different prices of the programme are minimal.

Excellent incentive programmes

As well as, 3,229,586 warrants are excellent below 4 (4) Lengthy Time period Incentive Applications for workers and senior administration of the Group, of which the primary program contains of 460,000 warrants (“Program 4”), the second program contains of 1,048,286 warrants (“Program 5”), the third program contains of 524,143 warrants (“Program Six”), and the fourth program contains of 1,197,157 warrants (“Program Seven”). Every warrant below the respective program entitles to subscribe for one new share within the Firm. The train value of the warrants corresponds to one hundred pc of the amount weighted common final closing value for the Firm’s share on Nasdaq First North Progress Market through the interval from and together with (i) 20 Might 2020 till and together with 27 Might 2020 for Program 4, and corresponds to one hundred pc of the amount weighted common final closing value for the Firm’s share on Nasdaq Stockholm through the interval from and together with (ii) 21 Might 2021 till and together with 27 Might 2021 for Program 5, (iii) 21 Might 2021 till and together with 27 Might 2021 for Program Six, and (iv) 24 Might 2022 till and together with 31 Might 2022 for Program Seven. The warrants could also be exercised from and together with (i) 1 June 2023 till and together with 29 February 2024 for Program 4, (ii) 1 June 2024 till and together with 28 February 2025 for Program 5, (iii) 1 June 2023 till and together with 29 February 2024 for Program Six, and (iv) 1 June 2025 till and together with 1 June 2030 for Program Seven.

Approval of switch of warrants from the Subsidiary to Individuals

A decision to challenge warrants in accordance with this proposal additionally contains an approval of the transfers of warrants from the Subsidiary to the Individuals.

Preparation of the proposal

This proposal has been ready by the nomination committee (excluding Fabio Vassel) along with exterior consultants. The ultimate proposal has been introduced by the nomination committee (excluding Fabio Vassel).

Majority necessities

This proposal to undertake the inducement programme and to challenge warrants, in addition to the approval of the transfers of warrants from the Subsidiary to the Individuals, is ruled by the provisions in Chapter 16 of the Swedish Firms Act (Sw. Aktiebolagslagen (2005:551)), and a sound decision subsequently requires that the proposal is supported by shareholders representing a minimum of nine-tenths (9/10) of the votes forged in addition to of all shares represented on the assembly.

Miscellaneous

The chairman of the board of administrators, the managing director or an individual appointed by the board of administrators shall be authorised to make any minor changes required to register the decision with the Swedish Firms Registration Workplace.

Merchandise 17. Decision concerning authorization for the board of administrators to extend the share capital

The board of administrators proposes that the final assembly resolves on an authorization for the board of administrators to – for the interval as much as the subsequent annual normal assembly and at a number of events – resolve upon issuance of recent shares, warrants and/or convertible debentures. Cost could also be made in money, in type, by means of set-off of claims or in any other case be conditional. The corporate’s share capital could by assist of the authorization be elevated by an quantity corresponding to twenty p.c of the share capital and variety of shares within the firm as of on the date the board of administrators make use of the authorisation. Deviation from the shareholders’ preferential rights shall be allowed in conditions the place a directed challenge is deemed extra applicable for the corporate because of timing, industrial or related causes, and with a view to allow acquisitions. The chairman of the board of administrators, the managing director, or anybody licensed by the board of administrators, shall have the suitable to make any minor changes required with a view to register this decision.

Majority necessities

For a sound choice on the proposal on an authorization for the board of administrators, as outlined above, requires that the proposal is supported by shareholders representing a minimum of two-thirds (2/3) of the votes forged and the shares represented on the assembly.

Variety of shares and votes within the firm

The overall variety of shares within the firm on the time of issuance of this discover is 143,615,696, and the whole variety of votes for all issued shares within the firm is 143,615,696 votes. The corporate doesn’t maintain any of its personal shares.

Shareholders’ proper to request info

Pursuant to Chapter 7 part 32 of the Swedish Firms Act (Sw. aktiebolagslagen (2005:551)) the board of administrators and the managing director are below an obligation to, if any shareholder so requests and the board of administrators deems that it may be made with out materials harm to the corporate, present info, concerning circumstances which can have an effect on the evaluation of a matter on the agenda or of the corporate’s financial state of affairs. Such responsibility to offer info additionally contains the corporate’s relation to the opposite group firms, the consolidated monetary statements and such circumstances concerning subsidiaries that are set out within the foregoing sentence.

Documentation

The monetary accounts, auditor’s report, full proposals for decision and different paperwork to be handled on the normal assembly might be saved obtainable on the firm’s workplace not later than three weeks earlier than the assembly. The paperwork might be despatched freed from cost to shareholders who so request and state their postal handle. The paperwork may even be made obtainable not later than the aforementioned date on the corporate’s web site www.mahaenergy.ca. All of the above talked about paperwork may even be introduced on the normal assembly.

_____

Stockholm, April 2023

The board of administrators

For extra info, please contact:
Paulo Thiago Mendonça, CEO
Cellphone: +46 8 611 05 11
E-mail: data@mahaenergy.ca

Guilherme Guidolin de Campos, CFO
Cellphone: +46 8 611 05 11
E-mail: data@mahaenergy.ca

Miscellaneous
The data was submitted for publication, by means of the company of the contact particular person set out above, 15:40 CEST on 21 April 2023.

About Maha
Maha Power AB (publ) is a listed, worldwide upstream oil and fuel firm whose enterprise actions embody exploration, improvement and manufacturing of crude oil and pure fuel. The technique is to focus on and develop underperforming hydrocarbon belongings on world foundation. Maha operates the Mafraq discipline in Block 70 within the Sultanate of Oman and belongings in america. The shares are listed on Nasdaq Stockholm (MAHA-A). The pinnacle workplace is in Stockholm, Sweden with a technical workplace in Calgary, Canada, in addition to operations places of work in Grayville, Illinois, USA and Rio De Janeiro, Brazil. For extra info, please go to our web site www.mahaenergy.ca.

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