Shareholders of Shelton Petroleum AB passed the following main resolutions at the annual general meeting held today.
Shareholders adopted the income statement and balance sheet for the financial year 2010 and voted not to issue a dividend for the 2010 financial year. In addition, the board and the managing director were discharged from liability.
Shareholders furthermore voted, in accordance with the nomination committee’s proposal, to re-elect Per Höjgård, Peter Geijerman, Katre Saard, Richard N. Edgar and Zenon Potoczny to the board of directors and to elect Freddie Linder as a new member of the board. The shareholders appointed Per Höjgård as chairman of the board.
Shareholders adopted the board’s proposal on guidelines for compensation for senior executives with essentially the same content as the guidelines adopted at the 2010 annual general meeting.
The annual general meeting adopted principles for election of a nomination committee.
The shareholders voted on a reverse split, in accordance with the board’s proposal, entailing that 50 A-shares and 50 B-shares are consolidated into 1 A-share and 1 B-share, respectively. As a consequence, the number of shares of the company is reduced while the share capital remains unchanged.
In order to execute the reverse split, the shareholders voted on the following amendment of the articles of association, in accordance with the board’s proposal. The articles of association are changed so that the number of shares shall be not less than 7,600,000 and not more than 30,400,000. The shareholders also voted to change the provisions regarding time for notices in the articles of association in order to be in compliance with the Swedish Companies Act.
In order to execute the reverse split the shareholders also voted on a new share issue of not more than 600 A-shares and a new share issue of not more than 20,000 B-shares. The A-shares and B-shares are to be issued with deviation from the shareholders’ preferential right and the share issues are to be made at a subscription price equal to the quota value of the shares of the company.
The annual general meeting also voted to authorize the board of directors, on one or more occasions during the period until the next annual general meeting, to decide on new issues of 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 of business assets and for the company’s business. The total number of shares which may be issued pursuant to the authorization may not exceed 5 million (after execution of the reverse split). In the event the authorization is exercised in full, the increase in the share capital will correspond to a dilution effect of approximately 50 per cent, calculated on the total number of shares before a exercise of authorization. In the event an issue takes place by way of deviation from the shareholders’ pre-emption rights, the issue shall take place on market terms. Any issue pursuant to the authorization shall relate to class B shares.
The minutes of the annual general meeting will be made available on the company’s website, www.sheltonpetroleum.com.
For more information, please contact:Robert Karlsson, CEO, Shelton Petroleum, tel +46 709 565141 email@example.com www.sheltonpetroleum.com
About Shelton Petroleum
Shelton Petroleum is a Swedish company focused on exploring and developing concessions in the Volga-Urals area in Russia and the resource-rich basins of Ukraine. The company holds three licenses in Russia 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. Ukrainian operations include onshore as well as offshore projects. Shelton Petroleum is pursuing an integrated business model and has acquired significant equity stakes in Tomsk Refining AB and Baltic Oil Terminals PLC, the latter being an AIM listed company with a terminals and transshipment business in Kaliningrad on the coast of the Baltic Sea. The Shelton Petroleum share is traded on the NGM stock exchange under the under the symbol SHEL B. The company has applied for a listing of its share on NASDAQ OMX Main Market.