Notice is hereby given of the Annual General Meeting of PA Resources
AB (publ), 556488-2180, at 18.30 CET on Wednesday, 13 May 2009 at
Ingenjörshuset Citykonferensen, at the address Malmskillnadsgatan 46
in Stockholm. Registration for the Meeting will commence at 17.45.
Right to participate in the Annual General Meeting
Shareholders wishing to participate in the Annual General Meeting
(AGM) must:
- be entered in their own name in the register of shareholders kept
by Euroclear Sweden AB (previously VPC AB) on Thursday, 7 May 2009
(see also the section on nominee-registered shares below), and
- have notified the company of their attendance not later than 16.00
CET on Thursday, 7 May 2009 at the following address: PA Resources
AB, Kungsgatan 44 (3 tr.), 111 35 Stockholm, Sweden or by telephone:
+46 8 21 83 82, fax: +46 8 20 98 99 or by e-mail to:
bolagsstamma@paresources.se. When notifying the company, please state
your name, personal identity or registration number, telephone
number, address, shareholding and details about any representatives
or assistants.
Shareholders should also bring to the AGM the entry cards that will
be sent out four days before the Meeting to those shareholders who
have notified the company of their attendance. This entry card is to
be presented at the entrance to the premises of the AGM. If such
entry card has not been received by the shareholder prior to the
Meeting, a new entry card can be obtained if an ID card can be
presented.
Nominee-registered shares
Shareholders whose shares are nominee-registered must also request a
temporary entry in the register of shareholders kept by Euroclear
Sweden AB in order to be entitled to participate in the Meeting.
Shareholders must notify the nominee about this well before Thursday,
7 May 2009, when this entry must have been effected, in order to be
taken into account in the transcript of the register of shareholders
made by Euroclear Sweden AB on that date.
Shareholders who are registered in the Norwegian Verdipapirsentralen
(VPS) must request a temporary entry as shareholders in the register
of shareholders kept by Euroclear Sweden AB in order to be entitled
to participate in the AGM. Shareholders who intend to participate in
the Meeting must notify DnB NOR Bank ASA about this at the following
address: Verdipapirservice, Stranden 21, NO-0021 Oslo, Norway or by
fax: +47 22 94 90 20 not later than 12.00 CET on Tuesday, 5 May 2009,
so that DnB NOR Bank can ensure that an entry is made in the register
of shareholders kept by Euroclear Sweden AB by 7 May 2009. Following
the AGM, DnB NOR Bank will automatically arrange for the shares to be
re-registered in the Norwegian Verdipapirsentralen.
Representatives, power of attorney, etc
The rights of shareholders during the Meeting may be exercised by an
authorised representative. Such power of attorney must be dated and
signed and may not be older than twelve months. To facilitate
registration for the Meeting, the original power of attorney should
be submitted to the company no later than on Friday, 8 May 2009 to
the address provided above. Examples of standard forms for powers of
attorney are available from the company and from the company's
website, www.paresources.se. Representatives for legal entities must
also bring with them and present an original or a certified copy of
the certificate of incorporation, together with the power of
attorney, when applicable, or the corresponding authorisation
documents.
Proposed agenda
1. Opening of the Meeting
2. Election of the chair of the Meeting
3. Establishment and approval of the list of voters
4. Approval of the Board's proposed agenda
5. Election of persons to countersign the minutes
6. Determining whether the Meeting has been duly convened
7. a) Speech by the company's CEO, Ulrik Jansson
b) Report by the company auditor
c) Presentation of the financial statements and the auditors'
report, as well as the consolidated financial statements and the
auditors' report for the Group
8. a) Resolution on the adoption of the income statement and the
balance sheet as well as the consolidated income statement and the
consolidated balance sheet
b) Resolution on the allocation of the company's profits in
accordance with the adopted balance sheet
c) Resolution on discharging the directors and the CEO from
liability
9. The Nomination Committee's report on its work in addition to the
statement of the Nomination Committee explaining its Board
nominations
10. Determining the number of directors and deputy directors in
addition to the number of auditors
11. Determining the fees for the Board of Directors and auditors
12. Election of directors and the chair of the board and, when
applicable, deputies and election of auditor
13. Resolution on principles for the appointment of the Nomination
Committee
14. Resolution on guidelines for the remuneration of senior
management
15. Resolution on conditional amendment of the Articles of
Association
16. Resolution to authorise the Board to resolve on a new share issue
17. Any other business
18. Closing of the Meeting
Proposals of the Board of Directors
Item 8 b: Dividend
The Board proposes that no dividend be paid for the financial year
2008.
Item 14: Resolution on guidelines for the remuneration of senior
management
The Board proposes that the largely corresponding guidelines for the
remuneration of senior management approved during the AGM in 2008
should be approved by the AGM in 2009 up until the end of the AGM in
2010. The complete proposal from the Board is available on the
company's website at www.paresources.se.
Item 15: Resolution concerning conditional amendment of the Articles
of Association
The Board's proposal entails adaptation of the provisions contained
in Article 8 of the Articles of Association, concerning how notices
are to convene general meetings, to the new regulations expected to
enter into force before the Annual General Meeting (AGM) of 2010. The
Board proposes that the AGM resolves upon new wording in a provision
of the Articles of Association concerning notices convening general
meetings in accordance with the following: Notice of general meetings
shall be announced in Post- och Inrikes Tidningar [Swedish Official
Gazette] and on the company's website. Such notice shall subsequently
be announced in Dagens Industri. The Board proposes that a resolution
made by the AGM to amend the Articles of Association should be
conditional on a change in the manner of convening general meetings
under the Companies Act (2005:551) having entered into force, meaning
that the proposed wording of the above-mentioned provision is in
compliance with the Companies Act. The Board also proposes that the
Board, or a party appointed by the Board, be authorised to make any
minor adjustments to such decision that may prove necessary when
registering with the Swedish Companies Registration Office.
Item 16: Resolution to authorise the Board to resolve on a new share
issue
The Board proposes that the AGM passes a resolution authorising the
Board, for the period up to the next AGM, to resolve, on one or more
occasions, to increase the company's share capital through a share
issue, convertible loans and/or warrants, by a maximum total of SEK
7,250,000, equivalent to a maximum of 14,500,000 shares. In this
connection, the Board should also be able to deviate from the
preferential right of shareholders. Payment for subscribed shares
should be made in kind, by offset or other arrangement associated
with conditions. The authorisation is intended to enable capital
procurement and/or company acquisitions, in which payment should
wholly or partly consist of shares, convertible loans and/or
warrants. If this authorisation is fully utilised, it will have a
dilutive effect of approximately 9 per cent.
Proposals of the Nomination Committee
The company's Nomination Committee consists of Niklas Adler, Jan
Kvarnström, Mathias Berggren and Anders Algotsson. The proposals of
the Nomination Committee for the Meeting concerning item 2 and items
10-13 according to the above-mentioned agenda, the Nomination
Committee's report on its work and its statement explaining its Board
nominations will be available from the company and presented on the
company's website at www.paresources.se no later than 14 days before
the Meeting.
Documents, etc
The financial statements, the auditors' report as well as complete
proposals from the Board regarding items 14, 15 and 16, in accordance
with the agenda above, will be available from the company's office
(see address above) as well as on the company's website
www.paresources.se no later than 14 days before the Meeting. Copies
of the above documents will be sent to shareholders requesting them
and stating their postal address.
The Meeting will be held in Swedish, but the Notice and other
materials referred to by the Notice will also be available in
English.
The number of outstanding shares and votes in the company at the time
of this Notice amounts to 145,514,004.
Stockholm, April 8, 2009
PA Resources AB (publ)
Board of Directors
PA Resources AB (publ) is an international oil and gas group with the
business strategy to acquire, develop, exploit and divest oil and gas
reserves, as well as explore new findings. The Group operates in
Tunisia, United Kingdom, Denmark, Greenland, Netherlands, Equatorial
Guinea and the Republic of Congo (Brazzaville). PA Resources is today
one of the largest oil producers in Tunisia. The parent company is
located in Stockholm, Sweden.
PA Resources net sales amounted to SEK 2,420 Million during 2008. The
company is primary listed on the Oslo Stock Exchange in Norway
(segment OB Match) and secondary listed on the NASDAQ OMX Nordic
Exchange in Stockholm, Sweden (segment Large Cap). For additional
information, please visit www.paresources.se.
