This is a translation of the Swedish version. In case of any discrepancy between
the English and Swedish versions, the Swedish version shall take precedence.
PRESS RELEASE DATED 2010-06-21
PETROGRAND AB: RESOLUTIONS FROM ANNUAL GENERAL MEETING 2010
At the annual general meeting (the "AGM") in PetroGrand AB (publ) (the
"Company") held today 21 June 2010, the following was resolved in accordance
with the proposals of the board of directors (the "Board"), the nominating
committee and the shareholders.
The AGM resolved to adopt the profit and loss account and the balance sheet, and
the consolidated profit and loss account and the consolidated balance sheet for
the financial year 2009 and resolved to pay to the shareholders a dividend of
SEK 0.02 (2 öre) per share, and to set the record date for the dividends on
Thursday 24 June 2010.
It was resolved to discharge the Board and the managing director from liability
against the Company for the past financial year.
It was resolved that the Board shall be comprised by 5 Board members and no
deputy directors. It was resolved that the fees to the Board members be paid
with SEK 500,000 to the Chairman and SEK 250,000 to each of the other Board
members who are not employed in the Company. The auditors shall be paid
according to approved invoice. The AGM resolved to re-elect Sven-Erik
Zachrisson, Maks Grinfeld, Johan Hessius and Mats Jansson as Board members and
to elect Arne Helland as new Board member. Sven-Erik Zachrisson was appointed by
the AGM to serve as chairman of the Board.
The AGM further resolved in accordance with the nominating committees' proposal
to adopt principles for appointing a nominating committee for the annual general
meeting 2011.
Resolved in accordance with the Boards proposal on guidelines for remuneration
to the Company management.
The AGM resolved in accordance with shareholders' proposal to implement an
incentive programme 2010/2013 through issue and transfer of at the most
130 000 000 subscription warrants Series A and at the most 81 000 000
subscription warrants Series B. Each subscription warrant entitles to
subscription of one (1) new share in the Company prior to the reverse share
split mentioned below. The right to subscribe for the subscription warrants
without consideration shall be vested in, with deviation from the shareholders
priority rights, the wholly owned subsidiary PetroGrand Invest AB. PetroGrand
Invest AB shall offer existing and future employees, senior executives and/or
Board members in the Company's company group to acquire the subscription
warrants.
It was resolved to amend item 5 in the Company's articles of association
regarding the number of shares in the Company and resolved on a consolidation of
shares (reverse share split) 1:100, meaning that 100 old shares will be combined
as one (1) new share. Resolved to authorize the Board to fix the record day for
the reverse share split, which day, however, shall not be later than August
31, 2010.
The AGM finally resolved to authorize the Board, with or without deviation from
the shareholders priority rights, on one or more occasions during the period
until the next annual general meeting, to independently decide on new issue of
shares, subscription warrants and/or convertible bonds, that if exercised in
full at the most may correspond to 30 percent of the Company's share capital.
For further information, please contact:
Maks Grinfeld, MD, tel: +46 768 077 614
Sven-Erik Zachrisson, Chairman of the Board of Directors, tel: +46 8 41 05 45 96
Certified Adviser First North: HQ Bank (from July 1, Mangold Fondkommission)
Reasonable caution notice: The statement and assumptions made in the company's
information regarding PetroGrand AB's ("PetroGrand") current plans, prognoses,
strategies, concepts and other statements that are not historical facts are
estimations or "forward looking statements" concerning PetroGrand's future
activities. Such future estimations comprise but are not limited to statements
that include words such as "may occur", "concerning", "plans", "expects",
"estimates", "believes", "evaluates", "prognosticates" or similar expressions.
Such expressions reflect the management of PetroGrand's expectations and
assumptions made on the basis of information available at that time. These
statements and assumptions are subject to a large number of risks and
uncertainties. These, in their turn, comprise but are not limited to i) changes
in the financial, legal and political environment of the countries in which
PetroGrand conducts business, ii) changes in the available geological
information concerning the company's projects in operation, iii) PetroGrand's
capacity to continuously guarantee sufficient financing to perform their
activities as a "going concern", iv) the success of all participants in the
group, or of the various interested companies, joint ventures or secondary
alliances, v) changes in currency exchange rates, in particular those relating
to the RUR/USD rate. Due to the background of the many risks and uncertainties
that exist for any oil-prospecting venture and oil production company in its
initial stage, PetroGrand's actual future development may significantly deviate
from that indicated in the company's informative statements. PetroGrand assumes
no implicit liability to immediately update any such future evaluations.
[HUG#1425820]
