Tórshavn, Faroe Islands, 2013-03-20 13:04 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 Føroyar, Oyggjarvegur 45, 100 Tórshavn, Faroe Islands.
on Friday the 12th April 2013 at 3.00 PM
with the following agenda:
- Election of Chairman of the Meeting.
- The Board of Director’s statement of the Company’s activity during the previous accounting year.
- Presentation of audited Annual Accounts for approval.
- Approval of the remuneration to the Board in 2012 and 2013.
- Approval of the remuneration to the Board in 2012.
The Board proposes approval of the actual remuneration in 2012 of DKK 1,518,000
- Approval of the basis for the remuneration to the Board in 2013.
The Board proposes that the basis for the remuneration to the Board in 2013 will be:
- The basic remuneration to the Board will be DKK 240,000
- 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.
- 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.
- Changes in §16 of the Company’s Articles of Association
The Board of Directors proposes to change the following provision in §16.2 of the Articles of Association of the Company:
“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, two members are to be elected, and it will be decided by lot who they are. Re-election is allowed.”;
to this:
“The Company’s ordinary General Meeting elects the Board of Directors, and the members are elected for 1 year at the time. Re-election is allowed. During the transition period the Board Members up for election at the Annual General Meeting 2013 at that time and forwards, will be elected for 1 year at the time and the Board Members up for election at the Annual General Meeting 2014 at that time and forwards, will be elected for 1 year at the time”;
- Election of Board of Directors.
According to the Articles of Association two Members of the Board are to be elected for a period of two years (if item 6 at the Annual General Meeting will be adopted this will be for a period of one year though).The Board Members up for election are Birgir Durhuus and Poul R. Mohr. Poul Birgir Durhuus seeks re-election. Poul R. Mohr does not seek re-election. Barbara Yvonne Holm has accepted nomination to stand for election for a position at the Board of the Company.
The Board proposes re-election of Birgir Durhuus and to elect Barbara Yvonne Holm as a new member of the Board.
More information on the proposed candidate can be found on the Company’s website www.petroleum.fo.
- 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 to elect a new auditor, P/F Januar løggilt grannskoðaravirki, Hoyvíksvegur 5, 100 Tórshavn, for the period to the next Annual General Meeting, the reason being that the current auditor terminates their business and continues in the auditing firm which is proposed as the Company’s new auditor.
- 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 authorization to the Board to buy own shares to the following:
”The Board of Directors is in the period from 12th April 2013 to 11th March 2018 authorized 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.”
- 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:
- The current § 3 will be changed to:
Sub clause 1.
The Annual General Meeting has decided to authorize the Company’s Board of Directors in the period up to 11th April 2018 – in one or several rounds – to increase the Company’s share capital with up to DKK 300,000,000 in nominal value by subscription of new share capital. The increase of the share capital will be made with pre-emptive rights for existing shareholders. The increase of the share capital can be made in cash or fully or partially be made in other values than cash, this including
that the Company in connection with the increase of share capital against consideration in shares takes over other existing enterprise, activity or company or shares in another company (merger)
that the Company in connection with the increase of share capital without consideration in shares accepts such other values.
Payment of increase in the share capital can further fully or partially be made by way of debt conversion.
Sub clause 2.
For subscription of new share capital based on authority in this clause the following conditions shall apply:
1. The share capital will have the same rights in the Company as the existing share capital;
2. the shares shall be made out to a named holder and are negotiable;
3. the shareholders are not obliged to redeem their shares;
4. The shares have a nominal value of DKK 100.- and multiple hereof.
5. In case of an oversubscription the Company’s Board of Directors is free to decide how the share capital offered for subscription – which is not subscribed as of pre-emption rights of subscription - shall be divided among those, who have offered to subscribe.
- This new § 3 A will be added:
Sub clause 1.
The Annual General Meeting has decided to authorize the Company’s Board of Directors in the period up to 11th April 2018 – in one or several rounds – to increase the Company’s share capital with up to DKK 300,000,000 in nominal value by subscription of new share capital. The increase of the share capital will be made without pre-emptive rights for existing shareholders and will be at market price. The increase of the share capital can be made in cash or fully or partially be made in other values than cash, this including
that the Company in connection with the increase of share capital against consideration in shares takes over other existing enterprise, activity or company or shares in another company (merger)
that the Company in connection with the increase of share capital without consideration in shares accepts such other values.
Payment of increase in the share capital can further fully or partially be made by way of debt conversion.
Sub clause 2.
For subscription of new share capital based on authority in this clause the following conditions shall apply:
1. The share capital will have the same rights in the Company as the existing share capital;
2. the shares shall be made out to a named holder and are negotiable;
3. the shareholders are not obliged to redeem their shares;
4. The shares have a nominal value of DKK 100.- and multiple hereof.
5. In case of an oversubscription the Company’s Board of Directors is free to decide how the share capital offered for subscription shall be divided among those, who have offered to subscribe.
- Deletion of expired authorizations to the Board
In addition to these changes § 3 B, 3 C and 3 D will be deleted, as these authorizations to the Board have expired without having been exercised.
- AOB
Quorum.
In order to pass the provisions for changes in the Articles of Association under 6, 10 A and 10 B above the Faroese Companies Act § 106 sub clause 1 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.
The shareholder’s right to participate at the Annual General Meeting and to vote according to his/her shares will be according to the number of shares which the shareholder owns at the register date. The register date is Friday 5th April 2013.
A shareholder, his/her proxy and the press can participate at the General Meeting on the condition that he/she has given notice to the Company hereof at the latest by Monday 8th April 2013 via the website of the Company www.petroleum.fo or at the office of the Company, Yviri við Strond 4, 3rd floor, PO Box 1228, 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 Yviri við Strond 4, 3rd floor, PO Box 1228, 100 Tórshavn.
The voting – except the voting by letter ballot - will be executed at the General Meeting. The shareholder (or his/her proxy) who have in due time given notice that he/she wishes to attend the Annual General Meeting, will meet at the General Meeting and cast their votes. Admission cards and voting papers will be handed out at General Meeting entrance.
Letter ballot
The shareholders can vote by letter ballot – that is cast their votes in writing prior to the day of the Annual General Meeting. On the Company’s website www.petroleum.fo shareholders can download a letter ballot form. Letter ballot must be received at the Company’s premises Yviri við Strond 4, 3rd floor, PO Box 1228, 100 Tórshavn or on fax no. +298 350 101 or on the CEO’s email address ben.arabo@petroleum.fo at the latest Thursday 11th April 2013.
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 2012 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, Yviri við Strond 4, 3rd floor, PO Box 1228, 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 2012 Annual Accounts and agenda with the complete proposals.
Documents relevant for the General Meeting, including (1) the 2012 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 and letter ballot form are available at the Company’s office at the address Yviri við Strond 4, 3rd floor, PO Box 1228, 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 multiple 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.
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 20th March 2013
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. 11/2013
Issued 20-03-2013
P/F Atlantic Petroleum Telephone +298 350 100
Yviri við Strond 4 Fax +298 350 101
P.O. Box 1228 Website: www.petroleum.fo
FO-110 Tórshavn E-mail: petroleum@petroleum.fo
Faroe Islands