Notice to Annual General Meeting of shareholders in Shelton Petroleum AB (publ)

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| Source: Shelton Petroleum AB
multilang-release
The shareholders of Shelton Petroleum AB (publ) (hereinafter the “Company”) are
hereby given notice to attend the Annual General Meeting to be held at 10 AM on
Tuesday, 20 May 2014 at Summit Grev Ture, Grev Turegatan 30 in Stockholm.


Notification and right to participate

The right to participate at the general meeting vests in a person who: is
registered as a shareholder in the share register maintained by Euroclear
Sweden AB regarding circumstances pertaining on 14 May 2014; and not later than
14 May 2014 notifies the Company of their intention to participate at the
general meeting.

Notice of participation may be given by post to Shelton Petroleum AB,
Hovslagargatan 5B, 111 48 Stockholm or by e-mail to
gunnar.danielsson@sheltonpetroleum.com. The notification should state the name,
personal ID or registration number, address, daytime telephone number and
shareholding of the shareholder. Authorization documents such as power of
attorney and registration certificates should, where appropriate, be submitted
to the Company prior to the general meeting. Shareholders who wish to be
accompanied by one or two assistants may give notice thereof within the time
and in the manner applicable to shareholders. A power of attorney form is
available on www.sheltonpetroleum.com.

Shareholders with nominee-registered shares must, in order to be entitled to
participate at the general meeting, request that the nominee effects a
temporary re-registration (voting right registration) of the shares in ample
time prior to 14 May 2013.

 

Proposed agenda

 1. Election of a chairman of the general meeting
 2. Preparation and approval of the voting register
 3. Election of one or two persons to attest the minutes
 4. Determination of whether the general meeting has been duly convened
 5. Approval of the agenda
 6. Presentation of the annual report and auditor’s report as well as
    consolidated financial statements and auditor’s report for the group
 7. Resolutions regarding a) adoption of the income statement and balance sheet
    as well as the consolidated income statement and the consolidated balance
    sheet b) allocation of the Company’s profits or losses in accordance with
    the adopted balance sheet c) discharge from liability of the directors and
    CEO
 8. Determination of the number of directors and auditor and alternate auditors
 9. Determination of fees for the Board of Directors and the auditors
10. Information regarding appointments held in other companies by candidates
    for election to the Board of Directors, election of directors and auditor
    and alternate auditors
11. Resolution regarding guidelines for compensation to senior executives
12. Resolution regarding a Nomination Committee
13. Resolution regarding authorization for the Board of Directors to decide on
    new issues
14. Closure of the general meeting

 

Chairman of the annual general meeting (item 1)

The Nomination Committee proposes that the lawyer, Erik Nerpin, be elected to
chair the annual general meeting.

 

Allocation of the Company’s earnings (item 7 b)

The Board proposes that the result for the year be carried forward and that no
dividend is paid for the financial year 2013.

 

Election of directors, Chairman of the Board, auditor and fees (items 8-10)

The Nomination Committee proposes that the Board should consist of seven
directors.  The Nomination Committee further proposes re-election of directors
Björn Lindström, Hans Berggren, Richard N. Edgar, Peter Geijerman, Freddie
Linder, Zenon Potoczny and Katre Saard. Björn Lindström is proposed to be
re-elected as Chairman of the Board.

The Nomination Committee proposes that the company should have one auditor and
no alternate auditor. The Nomination Committee further proposes re-election of
the authorized auditing firm Ernst & Young AB.

The Nomination Committee further proposes that the general meeting resolves
that board fees be paid to the Chairman in the amount of SEK 200,000 (increase
by SEK 40,000 compared to previous year) and SEK 100,000 (increase by SEK
20,000 compared to previous year) to each of the other directors with the
exception of Zenon Potoczny who is employed in the Group. A fee in the amount
of SEK 50,000 (increase by SEK 50,000) shall be paid for committee work to the
Chairman of the Audit Committee. Fees will thus total SEK 750 000, including
for committee work. It is proposed that the auditors be paid fees in accordance
with approved invoices.

 

Guidelines for compensation to senior executives (item 11)

The Board proposes that the general meeting adopt guidelines for compensation
to senior executives with essentially the same content as the guidelines
adopted at the 2013 annual general meeting, entailing the following.
Compensation to management shall be on market terms and competitive in order to
enable the Company to retain qualified employees. The compensation level for
the individual executive shall be based on factors such as position, expertise,
experience and performance. In addition to fixed salary, it shall be possible
for management to receive variable salary, pensions, other benefits as well as
an incentive program. The fixed salary, which shall be individual and
differentiated based on the individual’s responsibilities, experience and
performance, shall be determined based on market principles. Variable salary
shall be based on the Company’s earnings growth, aimed at promoting the
Company’s long term value creation. The annual variable portion of salary may
normally not exceed 30 per cent of fixed salary. Share- and share-price-related
incentive programs are to be designed so that the vesting period or the period
from the commencement of an agreement to the date for acquisition of shares is
to be no less than three years. Other benefits shall correspond to what is
deemed reasonable relative to practice on the market. The portions are intended
to create a balanced compensation and benefits program which reflects the
performance and responsibilities of the employees as well as the Company’s
earnings trend. The Board shall be entitled to deviate from these guidelines
where special reasons exist in an individual case.

 

Resolution regarding Nomination Committee (item 12)

The Nomination Committee proposes that the general meeting resolves on the
following principles for election of a Nomination Committee with essentially
the same content as the guidelines adopted at the 2013 annual general meeting:
The Company shall have a Nomination Committee which shall consist of the
Chairman of the Board and three other members, who shall each represent the
three largest shareholders (by votes) of the Company, based on the share
register maintained by Euroclear Sweden AB of registered shareholders (per
group of owners) on 30 September 2014. A shareholder who is not registered in
its own name in the aforementioned register and who wishes to be represented on
the Nomination Committee shall notify this to the Chairman of the Board and
shall provide evidence of its shareholding.

As soon as possible, after the end of the month of September, the Chairman of
the Board shall contact the three largest shareholders (by votes) in accordance
with the above, and request that they appoint one member each. If anyone of
those shareholders refrains from using its rights to appoint a member, the
right passes to the shareholder that after these shareholders has the largest
shareholding. The names of the members of the Nomination Committee and the
names of the shareholders, whom they represent, shall be made public not later
than six months before the annual general meeting. The Nomination Committee
elects its Chairman, though however the Chairman of the Board shall not be
Chairman of the Committee.

The Nomination Committee’s duties shall be to prepare and present proposals to
the shareholders at the 2015 annual general meeting regarding election of a
chairman of the meeting, the Chairman of the Board, directors and, where
appropriate, auditors, as well as fees to the Board of Directors and auditors.
The appointment shall extend until such time as a new Nomination Committee is
appointed. In the event that the shareholder, who the member represents, has
materially reduced its holding in the Company, the member shall resign from the
Nomination Committee and the Committee shall offer the largest shareholder, who
is not represented on the Nomination Committee, the opportunity to appoint a
new member. In the event a member for other reason resigns from the Nomination
Committee before the Committee’s work is completed, a new member shall be
appointed according to the same principles. No fees shall be paid to the
members of the Nomination Committee. However, where necessary the Company may
be liable for reasonable costs for external consultants, which the Nomination
Committee considers necessary for the performance of its duties.

 

Authorization of the Board to decide on new issues (item 13)

The Board of Directors proposes that the annual general meeting authorizes the
Board, on one or more occasions during the period until next annual general
meeting, to decide on issues of new shares, warrants and/or convertible
debentures in exchange for cash payment and/or with provisions regarding
payment in kind or by set-off or otherwise with conditions, and that it
thereupon be possible to derogate from the shareholders’ pre-emption rights.
The purpose of the authorization and the reason for the derogation from the
shareholders’ pre-emption rights is to facilitate the raising of capital for
expansion through corporate acquisitions or acquisitions of business assets and
for the Company’s business as well as the adjustment of the company’s capital
and/or ownership structure. The total number of shares which may be issued
pursuant to the authorization may not exceed 10.0 percent of the total number
of shares at the time of the annual general meeting, which would correspond to
issuing 1,726,662 shares calculated on the current issued shares in the
company. In the event an issue is made by way of deviation from the
shareholders’ pre-emption rights, the issue shall be made on market terms. Any
issue pursuant to the authorization shall refer to shares of series A and
series B or any of them.

 

Miscellaneous

The Company currently has 17,201,037 shares registered with the Swedish
Companies Registration Office (Sw Bolagsverket), of which 170,580 are shares of
series A (10 votes/share) and 17,030,457 are shares of series B (1 vote/share).
In addition there are currently 59,585 interim shares of series B (Sw BTA B)
which have not yet been registered with the Swedish Companies Registration
Office, (1 vote/BTA B). There are 18,795,842 voting rights, including interim
shares of series B.

The Company’s annual report will be published not later than 29 April 2014. The
Board’s and Nomination Committee’s complete proposals for resolutions and other
documents pending the general meeting will be available at the Company’s
offices (addresses above) as from the same date and will be sent free-of-charge
to shareholders who so request and provide their mailing address. During the
same period the documents will also be available on www.sheltonpetroleum.com
and will be presented at the general meeting.

If requested by a shareholder and provided that the Board deems that it can
take place without causing material damage to the Company, the Board and the
CEO shall provide information about circumstances that may affect the
assessment of an item on the agenda, circumstances that may affect the
assessment of the Company’s or its subsidiaries’ financial situation, and the
Company’s relationship with another company within the Group.

 

Stockholm, April 2014

Shelton Petroleum AB (publ)

The Board of Directors

 

For more information, please contact:

Robert Karlsson, CEO, Shelton Petroleum, tel +46 709 565 141

robert.karlsson@sheltonpetroleum.com

www.sheltonpetroleum.com

 

The information provided herein is such that Shelton Petroleum AB is obligated
to disclose it pursuant to the Securities Markets Act (2007:528) and the
Takeover rules. The information was submitted for publication at 12.30 (CET) on
17 April, 2014.

 

About Shelton Petroleum

Shelton Petroleum is a Swedish company focused on exploring and developing
concessions in Russia and the resource-rich basins of Ukraine. The company
holds three licenses in the Volga-Urals area and has commenced production on
the Rustamovskoye field after a successful exploration program. In Ukraine,
Shelton Petroleum’s wholly owned subsidiary has a joint venture with Ukrnafta
and Chornomornaftogaz, two leading Ukrainian oil and gas companies. The Shelton
Petroleum share is traded on NASDAQ OMX Stockholm under the symbol SHEL B.