Tórshavn, Faroe Islands, 2014-03-17 10:17 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 Wednesday 9th April 2014 at 10:00 AM (Faroese time)
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 2013 and 2014.
A. Approval of the remuneration to the Board in 2013.
The Board proposes approval of the actual remuneration in 2013 of DKK 1,680,000
B. Approval of the basis for the remuneration to the Board in 2014.
The Board proposes that the basis for the remuneration to the Board in 2014 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.
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 result according to the approved Accounts is carried forward to next year.
6. Changes in the Company’s Articles of Association
A. The Board of Directors proposes to insert the following addendum at the end of §22 of the Articles of Association of the Company:
“When legislation permits the Company’s annual report will be prepared and filed in English.”;
but otherwise §22 of the Articles of Association will remain unchanged.
B. The Board of Directors proposes to insert the following addendum: “…in Oslo, Norway…” into §6.2, after which this provision will be as follows:
“The Company’s General Meetings are to be held at the Company’s domicile in the municipality of Tórshavn, Faroe Islands, in the municipality of Copenhagen, Denmark, in Oslo, Norway or in London, England.”
but otherwise §6 of the Articles of Association will remain unchanged.
7. Election of Board of Directors.
According to the Articles of Association all Members of the Board are up for election for a period of one year, namely: Birgir Durhuus, Jan E. Evensen, Barbara Yvonne Holm, Diana Leo and David A. MacFarlane.
Birgir Durhuus, Jan E. Evensen, Barbara Yvonne Holm, Diana Leo and David A. MacFarlane all seek re-election and the Board proposes that they will be re-elected.
More information on the proposed candidates can be found on the Company’s website www.petroleum.fo.
8. Election of auditor, who will sit until the next Annual General Meeting is held.
The present auditor of the Company is P/F Januar løggilt grannskoðaravirki, Hoyvíksvegur 5, 100 Tórshavn. The Board proposes re-election of P/F Januar løggilt grannskoðaravirki, for the period to the next Annual General Meeting.
9. 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 9th April 2014 to 8th March 2019 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.”
10. AOB
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Quorum.
In order to pass the provisions for changes in the Articles of Association under item 6 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 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 Wednesday 2nd April 2014.
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 Friday 4th April 2014 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, 110 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, 110 Tórshavn. Shareholders with access to the Investor Portal through the Company’s website can give their proxy instructions via this portal.
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, 110 Tórshavn or on fax no. +298 350 101 or on the CEO’s email address ben.arabo@petroleum.fo at the latest Tuesday 8th April 2014.
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 2013 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 P/F Atlantic Petroleum, Yviri við Strond 4, 3rd floor, PO Box 1228, 110 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. See also below information on the possibility to bring forwards questions in connection with streaming.
Documents for the General Meeting, including the 2013 Annual Accounts and agenda with the complete proposals.
Documents relevant for the General Meeting, including (1) the 2013 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, 110 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 369,786,000 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: 3,697,860 and number of votes is: 3,697,860.
The Company has appointed P/F Eik Banki 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.
Streaming of the Annual General Meeting
For the first time the Company has chosen to stream the General Meeting and shareholders can follow the meeting by streaming from the Company’s website. Shareholders who wish to follow the Annual General Meeting by streaming must give notice to the Company hereof at the latest by Friday 4th April 2014 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, 110 Tórshavn, or on telephone no. +298 350 100 or fax no. +298 350 101. Shareholders will receive an access password to the streaming. Shareholders who follow the General Meeting by streaming can bring forward questions at the meeting by forwarding their question by email to an address which will be handed out when they sign on for the streaming. Please notice that shareholders who solely follow the General Meeting by streaming do not formally participate at the General Meeting and can thus only bring forward questions via email and cannot vote or speak at the General Meeting. Shareholders who formally wish to participate at the General Meeting and speak/vote at the meeting must formally participate or be represented at the General Meeting itself as stipulated above.
Tórshavn 17th March 2014
P/F Atlantic Petroleum
The Board of Directors
Announcement no.15/2014
Issued 17-03-2014
Tórshavn, Faroe Islands