Tórshavn, Faroe Islands, 2011-03-04 09:04 CET (GLOBE NEWSWIRE) --
Summons for the Annual General Meeting of P/F Atlantic Petroleum
The Annual General Meeting of P/F Atlantic Petroleum is hereby called. The meeting will be held at the premises of Hotel Føroyar, Oyggjarvegur 45, 100 Tórshavn, Faroe Islands
on Saturday the 19th of March 2011 at 10.00 a.m.
with the following agenda:
1. Election of Chairman of the Meeting.
2. The Board of Director’s statement of the Company’s activity during the previous accounting year.
3. Presentation of audited Annual Accounts for approval.
4. Decision on how to use profit or cover loss according to the approved Accounts and Annual report.
The Board of Directors recommends that the profit according to the approved Accounts is carried forward to next year.
5. Election of Board of Directors.
Two Members of the Board are to be elected for a period of two years. The two Board Members up for election are Birgir Durhuus and Poul Mohr. The Board proposes re-election of the two Members up for election.
Further the Board Member Mortan Johannesen has announced to the Company, that he wishes to resign from his position as Board Member on this Annual General Meeting despite that his appointment does not expire until the Annual General Meeting for 2012. Due to this the Annual General Meeting shall elect a new Board Member to replace Mortan Johannesen for a period of one year. The Board proposes to elect: David Archibald MacFarlane, Templeton Farm, Strachan, Aberdeenshire AB31 6LN, UK.
6. Election of auditor, who will sit until the next Annual General Meeting is held.
The present auditor of the Company is Sp/f Grannskoðaravirkið INPACT løggilt grannskoðaravirki, R.C. Effersøesgøta 26, 100 Tórshavn. The Board proposes re-election of the present auditor for the period until the next Annual General Meeting.
7. Authority to the Board of Directors of the Company to buy own shares.
The Board of Directors proposes to the Annual General Meeting to authorise the Board of Directors of the Company on behalf of the Company to buy own shares in the period from 19th March 2011 to the 19th September 2012. The Board of Directors can on behalf of the Company buy own shares up to the point where the nominal value of the own shares that the Company owns is 10% of the nominal value of the share Capital of the Company to a price that does not deviate from the applicable stock price of the shares on NASDAQ OMX Copenhagen with more than 10% when purchase takes place.
Resolution to authorise the Company to buy own shares has previously been written into the Articles of Association of the Company as Article 3A, but as this authority expired on the 31st December 2005, this Article is to be deleted from the Articles of Association.
8. General guidelines for the Company’s incentive payment to the Board of Directors and the Management Board.
The Board of Directors of the Company has made a resolution on general guidelines for the Company’s incentive payment to the Board of Directors and the Management Board and these general guidelines must be considered and adopted by the General Meeting of the Company. These guidelines, which forms an appendix to the agenda for the General Meeting, are available for inspection at the office of the Company and on the website of the Company.
If the General Meeting of the Company adopts the general guidelines the following provision will be inserted into Article 16 of the Articles of Association of the Company:
”General guidelines for the Company’s incentive payment to the Board of Directors and the Management Board have been made. The general guidelines are adopted at the Company’s General Meeting and published on the website of the Company”.
Thereafter the guidelines will as soon as possible be published on the website of the Company (www.petroleum.fo) with an endorsement stating when the General Meeting has adopted the guidelines.
9. Proposal to changes in the Articles of Association of the Company.
The Board of Directors of the Company proposes to make the following changes in the Articles of Association of the Company:
A) In Article 16 in the Articles of Association the Board wants to change the number of Board Members from “5” to “at least 4 but not more than 7” and consequential correction in the turns system from: “2 members every second year, and 3 members every second year. At the first Ordinary General Meeting after the foundation of the Company, two members are to be elected, and it will be decided by lot who they are” to: “according to a turns system where the Board Members, whose 2-year election period expires, are up for election” and
B) in the same Article the Board wants to increase its authority to determine the annual remuneration of the Board Members from the highest figure “DKK 1,000,000” up to the highest figure “DKK 1,500,000”.
At present this is the wording of Article 16 in the Article of Association:
”The Company’s Board of Directors has 5 members.
The Company’s Ordinary General Meeting elects the Board of Directors, and the members are elected for 2 years at the time, 2 members every second year and 3 members every
second year. At the first Ordinary General Meeting after the foundation of the Company,
2 members are to be elected, and it will be decided by lot who they are. Re-election is
allowed.
The Board of Directors constitutes itself, and it appoints a management board consisting of
one or several members to manage the day-to-day business of the Company.
The board members receive remuneration for the work on the Board of Directors and its
size is to be determined by the Board of Directors, but the total board remuneration to all
the board members for one year cannot exceed DKK 1,000,000 without approval from the
Company’s General Meeting.”
Referring to the above the Article is proposed to be changed to the following wording:
”The Company’s Board of Directors has at least 4 but not more than 7 members.
The Company’s Ordinary General Meeting elects the Board of Directors, and the members
are elected for 2 years at the time according to a turns system where the Board Members, whose 2-year election period expires, are up for election. Re-election is allowed.
The Board of Directors constitutes itself, and it appoints a Management Board consisting of
one or several members to manage the day-to-day business of the Company.
The Board Members receive remuneration for the work on the Board of Directors and its
size is to be determined by the Board of Directors, but the total annual board remuneration to all the Board Members cannot exceed DKK 1,500,000 without approval from the
Company’s General Meeting.”
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To be adopted the proposal to change the Articles of Association of the Company, according to clause 30 sub-clause 3 and clause 78 sub-clause 1 of the Public Companies Act, needs that at least 2/3 of the votes cast as well as of the voting share capital represented at the General Meeting assent thereto.
10. AOB
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Requisition of admission card and voting paper.
Requisition of admission cards and voting papers can be made on the website of the Company www.petroleum.fo or at the office of the Company, Gongin 9, 100 Tórshavn, or on telephone no. +298 350 100 and/or fax no. +298 350 101. Admission cards and voting papers should be required, at the latest, by Monday 14th March 2011 at 4.00 p.m. (GMT)
If you can not participate in the General Meeting you can in writing give a proxy to a third person to represent you at the meeting. Proxy – forms to be used for this purpose are available on the website of the Company www.petroleum.fo and at the office of the Company Gongin 9, 100 Tórshavn.
Annual Accounts 2010 and agenda for the meeting with the complete proposals to be put forward.
The Annual Accounts 2010, with the auditors’ Report and the Annual Report and the agenda and the complete proposals to be put forward will be available for inspection at the office of the Company Gongin 9, 100 Tórshavn, at the latest eight days before the General Meeting.
Share capital, voting rights and financial institute holding accounts on behalf of the Company.
The share capital of the Company is DKK 262,670,300 divided into shares of DKK 100 or multipla hereof.
According to Article 5 sub clause 1 of the Articles of Association of the Company, each shareholder has one vote for each DKK 100 they hold in share capital.
In Article 2 sub-clause 2 of the Articles of Association of the Company, it is stated that no shareholder can vote on behalf of more than 20% of the share capital of the Company at the General Meeting.
Article 11 of the Articles of Association of the Company has the following wording:
“Each shareholder can attend the General Meeting, provided the shareholder has required an admission card from the Company not later than 5 days prior to the General Meeting.
Right to vote at the General Meeting have shareholders, who have required an admission card and a voting paper from the Company not later than 5 days prior to the General Meeting.
A shareholder can give another person written authority to attend the General Meeting, and vote by proxy.
The press can also attend the General Meeting”.
The Company has appointed Eik Banki P/F, as holder of accounts. Shareholders can contact this financial institute at Yviri við Strond 2, 100 Tórshavn or on the website www.eik.fo or on telephone no. +298 348 000 to exercise their financial rights in the Company.
P/F Atlantic Petroleum
The Board of Directors
Announcement no. 8/2011
Issued 04-03-2011
P/F Atlantic Petroleum
Gongin 9
P.O. Box 1228
FO-110 Tórshavn
Faroe Islands
Telephone +298 350 100
Fax +298 350 101
Website: www.petroleum.fo
E-mail: petroleum@petroleum.fo
