Tórshavn, Faroe Islands, 2012-03-24 16:47 CET (GLOBE NEWSWIRE) --
- Petur Even Djurhuus was elected Chairman of the General Meeting.
- The Chairman of the Board presented the Board of Director’s statement of the Company’s activity during 2011.
- The audited Annual Accounts were presented and approved by the General Meeting.
- The General Meeting approved the remuneration to the Board in A: 2011 and in B: 2012.
- It was decided to carry forward the result from 2011 to the next year.
- Three of five Board Members were up for election for a period of two years: Jan Edin Evensen, Diana Leo and David Archibald MacFarlane. They were re-elected.
- As proposed it was decided to re-elect Sp/f Grannskoðaravirkið INPACT løggilt grannskoðaravirki, R.C. Effersøesgøta 26, 100 Tórshavn as auditors, for the period until the next Annual General Meeting.
- The General Meeting approved that 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 that can not deviate more than 10% from the share’s price on NASDAQ OMX in Copenhagen at the time of the deal.
- The General Meeting approved the proposed changes in Articles of Association of the Company. The proposed changes were:
A 1. In § 6 the number ‘14’ is changed to ’21 days’, otherwise the provision is unchanged.
A 2. The former wording “at the Company’s domicile” in § 6 is 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 former 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 were 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:”
are all deleted.
C. The former § 8 is 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 former § 9 is 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 former § 10 is 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 is 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.”
is 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.”
As F 1 and F 2 are adopted § 11 is 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.”
is deleted and the provision in § 16 is:
“Members of the Board will receive remuneration for their work at the Board.”
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At a Board Meeting held immediately after the Annual General Meeting, the Board constituted itself with Birgir Durhuus as Chairman and Jan Edin Evensen as Deputy Chairman.
The Articles of Association in Faroese and the English translation will be available on the Company website later.
Further Details
Further details can be obtained from Ben Arabo, CEO, tel +298 350 100 (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. 9/2012
Issued 24-03-2012
P/F Atlantic Petroleum
Yviri við Strond 4, 3rd floor
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