Summons for the Annual General Meeting of P/F Atlantic Petroleum


Tórshavn, Faroe Islands, 2015-03-25 23:55 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 Friday 24th April 2015 at 10:00 AM (Faroese time)

 

with the following agenda:

  1. Election of Chairman of the Meeting.
  2. The Board of Directors’ 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 2014 and 2015.

     A. Approval of the remuneration to the Board in 2014.

     The Board proposes approval of the actual remuneration in 2014 of DKK 1,680,000

     B. Approval of the basis for the remuneration to the Board in 2015.

     The Board proposes that the basis for the remuneration to the Board in 2015 will be:

  • The basic remuneration to the Board will be DKK 200,000
  • 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 Audit Committee receives the basic remuneration x 0.5 in addition to his/her general Board remuneration.

          

  1. 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.

 

  1. 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.

The Board proposes to elect the following members to the Board:

David MacFarlane (re-election),

Jan Edin Evensen (re-election),

Teitur Samuelsen, Brattalíð 6, 100 Tórshavn, Faroe Islands;

Jan Eiden Müller, Sleipnisgøta 10, 100 Tórshavn, Faroe Islands and

Knud Hans Nørve, Kirkedalsveien 57, 1344 Haslum, Norway.

 

More information on the proposed candidates can be found on the Company’s website www.petroleum.fo. 

 

  1. 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.

 

  1. 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 25th April 2015 to 24th April 2020 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.”

 

  1. Changes in the Company’s Articles of Association.

 

Proposal from shareholder to amendment to the Articles of Association:

 

  1. Insert of a new provision as § 7 A, worded this way and consequential changes in the present § 7:

II. New § 7A:

 

The General Meeting shall elect an Election Committee with 3 members.

 

The members of the Election Committee shall be shareholders in the Company or shall represent shareholders in the Company.

 

The members of the Election Committee, hereunder its chairman, shall be elected by the ordinary General Meeting. The election period shall be 1 year, unless the General Meeting decides otherwise. The election period lasts from when the election on General Meeting has taken place until the end of the ordinary General Meeting in the year, in which the election period ends, unless a General Meeting decides otherwise. Elected member of the Election Committee upholds under any circumstances the position as member of the Election Committee until a replacement member is elected in his/her place.

 

The General Meeting decides the salary of the Election Committee.

 

The Election Committee has the following tasks:

  1. To make a recommendation to the General Meeting of suitable candidates to be elected by the General Meeting as members of  the Board of Directors of the Company;
  2. To make a recommendation to the General Meeting of the salary of the members of the Board of Directors of the Company;
  3. To make a recommendation to the General Meeting of suitable candidates to be elected by the General Meeting as members of the Election Committee.

The General Meeting may lay down more specific guidelines for the work of the Election Committee.

 

The work of the Election Committee has no impact on the present rights of others within the Company, hereunder the rights of the Board of Directors and/or the shareholders of the Company.

 

 

  1. Changes and addendum to the present § 7:

 

The present § 7 no 6 changes to § 7 no 7 and this new § 7 no 6 is to be inserted:

“.....

6.            Election of Chairman and 2 other members of the Election Committee referred to in § 7A.

...... .”;

otherwise the provision in § 7 of the Articles of Association remains unchanged.

 

 

        10. AOB

 

- - - 0 - - -

Quorum.

In order to pass the provisions for changes in the Articles of Association under item 9 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 Friday 17th April 2015.

 

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 20th April 2015 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 Thursday 23rd April 2015.

 

 

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 2014 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.

 

Documents for the General Meeting, including the 2014 Annual Accounts and agenda with the complete proposals.

Documents relevant for the General Meeting, including (1) the 2014 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.

 

 

Tórshavn 25th March 2015

 

P/F Atlantic Petroleum

The Board of Directors

 

 

 

Atlantic Petroleum in brief:

Atlantic Petroleum is a full cycle exploration and production (E&P) Group focused on North West Europe. Atlantic Petroleum currently holds around 37 oil and gas licences in the UK, Norway, and Ireland, and has three fields in production in the UK part of the North Sea. In addition to this, the Group has one field under development with first oil expected in 2016, two additional potential development projects and a substantial number of exploration prospects. Atlantic Petroleum participates in joint ventures with 30 reputable, international partners. Atlantic Petroleum’s head office is currently located in Tórshavn, Faroe Islands (to be closed in 2015). The Company has subsidiaries and technical offices in London, UK and Bergen, Norway. Atlantic Petroleum’s existing shares are listed on NASDAQ OMX Copenhagen and on Oslo Stock Exchange.

 

 

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.13/2015

Issued 25-03-2015

 

 

 

         P/F Atlantic Petroleum
         Yviri við Strond 4
         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