Tórshavn, Faroe Islands, 2012-03-01 09:58 CET (GLOBE NEWSWIRE) -- The Annual General Meeting of P/F Atlantic Petroleum is hereby called. The meeting will be held at the premises of Hotel Hafnia, Áarvegur 4 - 10, 100 Tórshavn, Faroe Islands.
on Saturday the 24th March 2012 at 10.00 AM
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. Approval of the remuneration to the Board in 2011 and 2012.
A. Approval of the remuneration to the Board in 2011.
The Board proposes approval of the actual remuneration in 2011 of DKK 1,329,225.
B. Approval of the basis for the remuneration to the Board in 2012.
The Board proposes that the basis for the remuneration to the Board in 2012 will be:
- The basic remuneration to the Board will be DKK 220,500
- The Chairman of the Board receives the basic remuneration x 2
- The Deputy Chairman receives the basic remuneration x 1.5
- An ordinary Board Member receives the basic remuneration x 1
- The Chairman for the Remuneration Committee receives the basic remuneration x 0.5 in addition to his/her general Board remuneration.
5. 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.
6. Election of Board of Directors.
Three Members of the Board are to be elected for a period of two years. The three Board Members up for election are Jan Edin Evensen, Diana Leo and David Archibald MacFarlane. The Board proposes re-election of the three Members up for election.
7. 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.
8. Authority to the Board of Directors of the Company to buy own shares.
The Board of Directors proposes to the Annual General Meeting to change the current authorisation to the Board to buy own shares to the following:
”The Board of Directors is in the period from 24th March 2012 to 23rd March 2017 authorised to buy own shares. The Board can, on behalf of the Company, buy own shares up to a maximum of 10% of the nominal value of the Company’s shares, and at a price which can not deviate more than 10% from the share’s price on NASDAQ OMX in Copenhagen at the time of the deal.”
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 1. In § 6 the number ‘14’ will be changed to ’21 days’, otherwise the provision is unchanged.
A 2. The current wording “at the Company’s domicile” in § 6 will be deleted and replaced with a new provision with the following wording as new subclause 2 in § 6:
“The Company’s General Meetings will be held at the Company’s domicile in the municipality of Tórshavn, Faroe Islands, in the municipality of Copenhagen, Denmark, or in London, England.”
A 3. The current provision will be added as a new subclause 3 in § 6:
“The General Meeting will – as decided by the Board – be held in Faroese or English language.”
B. The provisions in § 2 subclause 2, § 3 subclause 2, item 4, § 3 B subclause 1, item 4 and in § 3 D subclause 2, item 4 of the Company’s Articles of Association which are as follows:
“No shareholder can hold more than 20% of the Company’s share capital, and no one can vote at the General Meeting with more than 20% of the votes. Legal persons, who are mutually so closely connected that one of them has decisive influence on the matters of the other, will be considered as one in connection with this limitation of ownership- and voting right, so that these legal persons together only can own and vote for not more than 20% of the share capital.
As examples of close connection between legal persons which fall under this clause are:
- internal relationships between limited companies which according to the regulations in section 2 of the Companies Act are regarded as belonging to the same group;
- internal relationships between other legal persons and limited companies, in which these other legal persons own more than, or can vote for more than 50% of the limited company’s share capital;
- internal relationships between public institutions.”
in addition to the first wordings in § 3 subclause 2 item 4, § 3 B subclause 1 item 4 and in § 3 D subclause 2 item 4 of the Company’s Articles of Association, which are as follows:
”The new shares are also encompassed by the following restriction on ownership- and voting rights:”
will all be deleted.
C. The current § 8 will be deleted, and replaced with a new provision with the following wording:
“All shareholders have the right to have a specific item added to the agenda for the General Meeting – subject to following two points. If the request hereof is received at the latest six weeks prior to the date for the General Meeting the shareholder is entitled to have the item added to the agenda. If the request is received later than six weeks prior to the General Meeting the Board decides whether the request has been put forward in due time to be added to the agenda for the meeting.”
D. The current § 9 will be deleted, and replaced with a new provision with the following wording:
“Extraordinary General Meeting will be held when requested by the General Meeting, the Board or by the auditor appointed by the Company’s General Meeting. Extraordinary General Meeting must be summoned at the latest two weeks after the written request has been put forward by shareholders, who among them own at least 5% of the share capital, for debating a specific subject which will be stipulated at the same time.”
E. The current § 10 will be deleted, and replaced with a new provision with the following wording:
“During a consecutive period of three weeks, starting at the latest three weeks prior to the General Meeting, including the day of the General Meeting, the Company must as a minimum provide its shareholders with the following information on its website: summons, information on the total number of shares and voting rights at the day of summon, the documents which will be presented at the General Meeting, the agenda and the complete proposals, and the forms needed for voting by proxy or by letter ballot.”
F 1. The following provision will be inserted at the start of § 11:
“A shareholder’s right to attend the General Meeting and to vote will be in proportion to the number of shares he/she holds on the record date. The record date is 1 week prior to the General Meeting.
F 2. Further, the following provisions with regards to § 11:
“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.”
will be changed to the following wording and inserted at the end of § 11:
“A shareholder, a shareholder’s proxy, and the press have a right to attend the General Meeting if they at the latest three days prior to the General Meeting have notified the Company hereof.”
If F 1 and F 2 are adopted § 11 will be as follows:
“A shareholder’s right to attend the General Meeting and to vote will be in proportion to the number of shares he/she holds on the record date. The record date is 1 week 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.
A shareholder, a shareholder’s proxy, and the press have a right to attend the General Meeting if they at the latest three days prior to the General Meeting have notified the Company hereof.”
G. In § 16 the following wording:
“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.”
will be deleted and the provision in § 16 will be:
“Members of the Board will receive remuneration for their work at the Board.”
10. AOB, e.g. request from shareholders: Reply to enquiries relating to the Company and its operation.
Quorum.
The changes to the Articles of Association under 9 A1, 9 C, 9 D, 9 E, 9 F1 and 9 F2 are required to make the Articles of Association in agreement with the provisions in the Faroese Companies Act, and will be passed and effectuated if one shareholder gives his/her votes to them, according to § 2 subclause 3 of regulation 18 from 27th February 2012 on transition arrangements related to the coming into force of the Faroese Companies Act.
In order to pass the provisions for changes in the Articles of Association under 9 A2, 9 A3, 9 B and 9 G § 106 subclause 1 of the Faroese Companies Act stipulates that at least 2/3 of both the votes casted and of the shareholder capital represented at the General Meeting give their votes to the separate proposed changes of the Articles of Association.
Other proposals on the agenda for the meeting can be adopted by majority vote.
Requisition of admission card, voting paper and the voting procedure.
Shareholders who want to attend the General Meeting must ask for admission cards and voting papers beforehand. Admission cards and voting papers should be required, at the latest, by Monday 19th March 2012 via 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 or fax no. +298 350 101.
If a shareholder cannot participate in the General Meeting he/she can in writing give a written proxy to a third person to represent him/her 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.
The voting will be at the General Meeting. The shareholder (or his/her proxy) who have in due time requested admission cards and voting paper will attend the General Meeting and cast their votes. Admission cards and voting papers will be handed out at General Meeting entrance.
The shareholder’s right to bring forward questions.
Shareholders can, prior to the General Meeting, bring forward to the Management of the Company questions regarding matters that have relevance to the 2011 Annual Report and to the Company’s general position or are regarding the decisions that are to be made at the General Meeting. If a shareholder wishes to use this right he/she can send his question in a letter to Atlantic Petroleum P/F, Gongin 9, 100 Tórshavn, or to fax no. + 298 350 101, or to the email address petroleum@petroleum.fo.
At the General Meeting shareholders can also bring forward questions to the Management of the Company regarding the mentioned matters.
Documents for the General Meeting, including the 2011 Annual Accounts and agenda with the complete proposals.
Documents relevant for the General Meeting, including (1) the 2011 Annual Accounts with the Auditor’s Report and Annual Report (2) agenda, (3) complete proposals for the General Meeting (4) information on the Company’s total number of shares and votes at the day of the summons and (5) proxy documents are available at the Company’s office at the address Gongin 9, 100 Tórshavn (tel no. +298 350 100 or fax no. +298 350 101) at the latest 3 weeks prior to the General Meeting. The mentioned documents will also be available on the company’s website www.petroleum.fo.
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 § 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.
Number of shares is: 2,626,703 and number of votes is: 2,626,703.
In § 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.
The Company has appointed Eik Banki Føroyar 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.
Tórshavn 1st March 2012
P/F Atlantic Petroleum
The Board of Directors
Further Details:
Further details can be obtained from Ben Arabo, CEO, tel +298 350100 (ben.arabo@petroleum.fo). This announcement will be available, together with other information about Atlantic Petroleum, on the Company's website: www.petroleum.fo.
On the website, it is also possible to sign up for the Company’s e-mail newsletter.
Announcement no. 05/2012
Issued 01-03-2012
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