Notice is hereby given to the holders of depository receipts in respect of shares in Vostok Nafta Investment Ltd (the ”Company”) that an Annual General Meeting of shareholders shall be held on Wednesday 14 May 2008 at 10:00 am at Grand Hôtel, Södra Blasieholmshamnen 8 in Stockholm, Sweden.
Notice to attend etc.
Holders of depository receipts wishing to attend the Annual General Meeting shall:
(1) be listed in the register of holders of depository receipts kept by VPC AB on Thursday 8 May 2008; and
(2) notify the Company of the intention to attend the General Meeting not later than Friday 9 May 2008 at 1:00 pm by mail at the address Annual General Meeting, Vostok Nafta, Hovslagargatan 5, SE-111 48 Stockholm, Sweden, by telephone +46 8 753 46 75, by fax +46 8 545 015 54 or by e-mail to agm2008@vostoknafta.com. The holder of depository receipts shall state his name, personal or company identification number, address as well as telephone number. If a holder of depository receipts intends to be represented by proxy, the name of the proxy holder shall be stated.
Holders of depository receipts which hold their receipts through nominees (Sw. förvaltare) must request a temporary registration of the voting rights in order to be able to participate at the General Meeting. Holders of depository receipts that want to obtain such registration must contact the nominee regarding this well in advance of Thursday 8 May 2008.
Voting forms (Sw. röstkort) will be distributed to the holders that have complied with the above requirements and the voting form must be brought to the Annual General Meeting.
Proposed agenda
1. Election of Chairman for the Meeting.
2. Preparation and approval of voting list.
3. Approval of the agenda.
4. Election of one or two persons to check and sign the minutes.
5. Resolution that the Meeting has been duly convened.
6. Presentation by the Managing Director.
7. Presentation of the annual report and the auditor’s report as well as the consolidated annual report and the consolidated auditor’s report.
8. Resolution in respect of
(a) the adoption of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet; and
(b) the appropriation of the Company’s results according to the adopted balance sheet.
9. Determination of the number of Directors and auditors.
10. Determination of remuneration to the Directors and the auditors.
11. Election of Directors and auditors.
12. Resolution to appoint the Nomination Committee.
13. Resolution regarding remuneration principles for the senior management.
14. Closing of the Meeting.
Chairman for the Meeting (item 1)
The Nomination Committee, consisting of Ian H. Lundin, Lorito Holdings Ltd, Åsa Nisell, Swedbank Robur funds, and Lars Öhrstedt, AFA Försäkring, proposes that Per Nyberg is elected as Chairman for the Meeting.
The appropriation of the Company’s results (Item 8b)
The Board of Directors propose that no dividend shall be paid for the financial period 2007.
Election of Directors etc. (Items 9-11)
The Nomination Committee proposes that the Board of Directors shall consist of eight Directors. The Nomination Committee proposes, for the period until the next Annual General Meeting, the re-election Al Breach, Per Brilioth, Paul Leander-Engström, Torun Litzén, Ian H. Lundin, Lukas H. Lundin, William A. Rand and Robert J. Sali. The Nomination Committee proposes that the Meeting shall appoint Lukas H. Lundin to be Chairman of the Board.
The Nomination Committee proposes that the remuneration to the Board (including remuneration for the work within the committees of the Board) shall be in total USD 316,000, of which USD 57,000 shall be allocated to the Chairman of the Board and USD 29,000 to each of the other Directors not being an employee of the Company. The Nomination Committee proposes that for work within the Audit Committee, USD 21,000 shall be allocated to the Chairman and USD 14,000 to each of the other, for work within the Compensation Committee USD 8,000 shall be allocated to the Chairman and USD 5,000 to the other members and for work within the Investment Committee, USD 11,000 shall be allocated to the Chairman and USD 7,000 to each of the other members. Remuneration for work within the Board’s committees shall only be paid to Directors not being employed by the Company.
Finally, it is proposed that the Company’s auditors PricewaterhouseCoopers AB are re-elected until the end of the next Annual General Meeting and remunerated upon approval of their invoice.
Nomination Committee (item 12)
For the purposes of the Annual General Meeting in 2009, the Nomination Committee proposes that a Nomination Committee shall be established consisting of representatives from the three largest shareholders in the Company. The ownership shall be based on the shareholding statistics from the Swedish central securities depository (VPC AB) as per the last business day in August 2008. The names of the members of the Nomination Committee shall be announced as soon as they have been appointed, which shall take place no later than six months prior to the Annual General Meeting in 2009. In case of a material change in ownership prior to completion of the work to be performed by the Nomination Committee, it shall be possible to change the composition of the Nomination Committee. The Nomination Committee’s mandate period extends up to the appointment of a new Nomination Committee. The Nomination Committee shall appoint a Chairman among themselves. If the representatives cannot agree upon appointment of Chairman, the representative representing the shareholder with the largest number of votes shall be appointed as Chairman. The Nomination Committee shall prepare proposals for the following decisions at the Annual General Meeting in 2009: (i) election of the Chairman for the Meeting, (ii) election of Directors, (iii) election of the Chairman of the Board of Directors, (iv) remuneration to the Directors, (v) election of the Company’s auditors and compensation to the Company’s auditors, and a proposal for how to conduct the nomination process for the Annual General Meeting in 2010.
Remuneration principles for the senior management (item 13)
The Board of Directors proposes that the General Meeting resolves to approve the following management remuneration principles etc. The remuneration to the Managing Director and other members of the senior management shall consist of fixed salary, variable remuneration, other benefits and pension benefits. Except for the Managing Director, the senior management currently includes two individuals. The total remuneration shall correspond to the prevailing market conditions and be competitive. The fixed and variable remuneration shall correspond to the respective individual’s responsibility and authority. The variable component should, in the first instance, be covered within the parameters of the Company’s option plan and shall, where payable in other instances, be subject to an upper limit in accordance with market terms and specific objectives for the Company and/or the individual. The period of notice of termination of employment shall be three to six months in the event of termination by the member of the senior management. In the event of termination by the Company, the total of the period of notice of termination and the period during which severance compensation is payable shall not exceed 12 months. Pension benefits shall be either benefit-based or contribution-based or a combination thereof, with individual retirement ages. Benefit-based pension benefits are conditional on the benefits being earned during a pre-determined period of employment. The Board of Directors shall be entitled to deviate from these guidelines in individual cases should special reasons exist.
Miscellaneous
The annual accounts, auditors’ report and complete proposals under item 13 above will be available at the Company’s office at Hovslagargatan 5 in Stockholm and at its website www.vostoknafta.com as from 30 April 2008.
Stockholm in April 2008
E. ÖHMAN J:OR FONDKOMMISSION AB
BOARD OF DIRECTORS OF VOSTOK NAFTA INVESTMENT LTD
