Notice of the Extraordinary General Meeting of Shareholders of Sequa Petroleum N.V. to be held on 19 December 2024

19 Nov 2024 19:10 CET

Sequa Petroleum N.V. (the Company) invites its shareholders to its Extraordinary General Meeting of Shareholders (EGM) to be held on 19 December 2024 at 10:00 a.m. CET. The EGM will be held at the offices of A&O Shearman, Apollolaan 15, 1077 AB Amsterdam, The Netherlands. The language of the meeting shall be English. 

Shareholders can attend the meeting in person or via video conference call (“virtually”), which will be available in full for the shareholders who have registered for the meeting as set out below under “Record Date / Registration to Vote”.

Reference is made to the notice of the EGM, published in dagblad ‘Trouw’ in the Netherlands on 19 November 2024.

The agenda items of the EGM will be as follows:

Agenda 

1. Opening and general information 
2. Business update (discussion item)
3. Composition of the Supervisory Board 
   1. Proposal to reappoint Mr T. Shabib as member of the Supervisory Board for a period of 2 years ending at the close of the 2026 Annual General Meeting of Shareholders (voting item) 
   2. Proposal to appoint Dr M. Aboukhamseen as member of the Supervisory Board for a period of 2 years ending at the close of the 2026 Annual General Meeting of Shareholders (voting item)
4. Proposal to reduce the share capital and amend the articles of association of the Company (voting item)
5. Proposal to designate the Management Board as the competent body authorised to resolve to issue shares in the capital of the Company and to resolve to restrict or exclude related pre-emptive rights (voting item)
6. Any other business and close of the meeting

Meeting documents

The agenda above and the explanatory notes thereto and the particulars of Mr Shabib and Dr Aboukhamseen are available for inspection and can be obtained free of charge at the offices of the Company at 23 Savile Row, Mayfair, London W1S 2ET, United Kingdom and at the website of the Company (www.sequa-petroleum.com).

Record Date / Registration to Vote

Recognised as persons entitled to attend the meeting in person or virtually will be those persons who hold shares of the Company at 21 November 2024 (the Record Date), following the processing of all additions and withdrawals as at the Record Date. The foregoing applies by analogy to usufructuaries of registered shares if they hold the voting rights to such shares. 

Holders of deposit shares who wish to attend the EGM in person or virtually and/or to vote are asked to apply for registration of their shares for attendance from 22 November 2024 to 12 December 2024 at 17:00 hours CET via their custodian bank with Sequa Petroleum N.V. (Address: 23 Savile Row Mayfair London W1S 2ET, United Kingdom). E-mail: info@sequa-petroleum.com. A template for the registration application can be obtained free of charge at the Company’s offices. The registration application needs to be accompanied by a certification of the relevant custodian bank stating the number of shares held by such shareholder at the Record Date. The registration will be confirmed by the registration statement issued by the Company. Incomplete registration applications or registration applications that are not accompanied by the aforementioned certification will be disregarded.

Holders of registered shares and usufructuaries of registered shares who are entitled to vote, or their proxy, who wish to attend the EGM, must be recorded in the Company’s shareholders register at the Record Date and must give written notice of their intention to attend the EGM in person or virtually no later than 12 December 2024 at 17:00 hours CET.

Voting by Proxy

Notwithstanding the obligation to register for the meeting, a shareholder or a usufructuary of registered shares (hereinafter jointly and severally a Shareholder) who does not wish to attend the EGM, may give a written proxy and voting instructions to a third person to attend and vote at the EGM on his behalf. The written proxy must be received by the Management Board of the Company by email at info@sequa-petroleum.com no later than 12 December 2024 at 17:00 hours CET.

The proxy to represent a Shareholder may (but need not) be granted to Ms J.J.C.A. Leemrijse, civil-law notary in Amsterdam, the Netherlands, (with the power of substitution) by sending an email with proxy and voting instructions to joyce.leemrijse@aoshearman.com no later than 12 December 2024 at 17:00 hours CET. A copy of the written proxy must be shown prior to the start of the meeting.

Proxy forms can be downloaded from the Company's website (www.sequa-petroleum.com). 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.

Virtual attendance 

Those Shareholders or their proxies who wish to attend the meeting virtually via the video conference call, must have registered their shares as set out above, and will subsequently on request receive log in details by email for virtual admission to the EGM.

(Written) questions and general information

Shareholders will have the possibility to ask questions during the meeting. For an orderly meeting, they may also submit written questions about the items on the agenda in advance of the meeting. These questions will, possibly combined, be dealt with and discussed at the meeting.

For further information please see the Company's website: http://www.sequa-petroleum.com

As per 18 November 2024 the issued share capital of the Company amounts to EUR 95,667,714.80, divided into 956,666,548 ordinary shares and 10,600 executive participation shares of EUR 0.10 each. No shares are held by the Company in its own capital.

In case of any questions or comments in relation to the EGM, please refer to the Company by sending an email to info@sequa-petroleum.com. All communications to the Company or the management board of the Company in connection with the foregoing must be addressed as follows: Sequa Petroleum N.V., 23 Savile Row, Mayfair, London W1S 2ET, United Kingdom; e-mail: info@sequa-petroleum.com.

The Management Board and Supervisory Board

London, 18 November 2024.