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 21 May 2015 at Summit Hightechbuilding, Sveavägen 9 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 15May 2015; and not later than 15May 2015 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, 11148 Stockholm or by e-mail to email@example.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 15May 2015.
- Opening of the meeting
- Election of a chairman of the general meeting
- Preparation and approval of the voting register
- Election of one or two persons to attest the minutes
- Determination of whether the general meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and auditor’s report as well as consolidated financial statements and auditor’s report for the group
- 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
- Determination of the numbers of directors and auditors and alternate auditors
- Determination of fees for the Board of Directors and the auditors
- Information regarding appointments held in other companies by candidates for election to the Board of Directors, election of directors and auditor and alternate auditor
- Resolution regarding guidelines for compensation to senior executives
- Resolution regarding a Nomination Committee
- Resolution regarding an issue of stock options
- Resolution regarding authorization for the Board of Directors to decide on issue of shares
- Closure of the general meeting
Chairman of the annual general meeting (item 2)
The Nomination Committee proposes that the lawyer, Carl Westerberg, be elected to chair the annual general meeting.
Allocation of the Company’s earnings (item 8 b)
The Board proposes that no dividend is paid for the financial year 2014.
Election of directors, Chairman of the Board, auditor and fees (items 9-11)
The Nomination Committee proposes that the board should consist of seven members. The Nomination Committee further proposes re-election of directors Björn Lindström, Hans Berggren, Peter Geijerman, Zenon Potoczny and Katre Saard and that Cheddi Liljeström and Dmitry Zubatyuk are elected as new directors. Richard N. Edgar and Freddie Linder have declined to be re-elected. Björn Lindström is proposed to be re-elected as Chairman of the Board.
The Nomination Committee proposes that the company shall 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 SEK200,000 (unchanged compared to previous year) and SEK100,000 (unchanged 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 (unchanged compared to previous year) shall be paid for committee work to the Chairman of the Audit Committee. Fees will thus total SEK750000, including committee work. It is proposed that the auditors are paid in accordance with approved invoices.
Guidelines for compensation to senior executives (item 12)
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 2014 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 participate in incentive programs. 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 30percent 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 13)
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 2014 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 2015. 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 the Chairman of the Board and shall provide evidence of the 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, the Chairman of the Board shall however not be Chairman of the Committee.
The Nomination Committee’s duties shall be to prepare and present proposals to the shareholders at the 2016 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 if its duties.
Resolution regarding issue of stock options (item 14)
Shareholders representing more than 10 per cent of the shares in the company propose that the general meeting resolves to issue stock options. It is proposed that the company shall issue a maximum of 320,000 stock options of series 2015/2018. The following two categories shall have the right to subscribe, with departure from the shareholders’ preferential rights, to the stock options (the maximum number of options that each category can subscribe to is indicated within brackets for each category): Managing Director (144,000 options) and management (176,000 options). The options shall be subscribed to on a separate subscription list during the period from 1 July 2015 up until and including 15 July 2015.
Allotment is not guaranteed and provides that acquisition of the stock options can be legally done, and that the board find that it can be done at reasonable administrative and financial costs. The right to participate in the program further provides that the officer at the time of the subscription has not given notice or been given notice of his or hers employment in the Shelton Petroleum group. The board shall make a final resolution on and execute the allotment within the limits given.
The stock options shall be issued at a price corresponding to a calculated market value of the stock options on 30 June 2015, applying the Black & Scholes model, based on a subscription price upon execution of 150 per cent of the volume weighted average price during the period 16 June 2015 – 30 June 2015, though not below the share quota value at the time. The stock options can be exercised during the period 16 July 2018 until and including 30 September 2018 and subscription for shares shall relate to shares of series B. Upon full subscription of the shares under the stock options the company’s share capital can increase by a maximum of SEK 1 600 000, calculated using the quota value of SEK 5. A full subscription of the shares under the stock options corresponds to a dilution of 1.7% (in relation to the current share capital).
The reasons for the deviation of the shareholders’ preferential rights is that the company shall be able to motivate and keep competent and motivated personnel on an international market for oil companies by offering participation in a long term incentive program through acquisition of stock options on market terms.
It is also proposed that the general meeting assigns the board to execute the resolution regarding stock options and to make the necessary adjustments that may be required in relation to registration at the Swedish Companies Registration Office or any other formal requirements.
Authorization for the Board to decide on issue of shares (item 15)
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. The total number of shares which may be issued pursuant to the authorization shall be a maximum of 2,000,000 shares which corresponds to 10.7% of the total number of shares in the company at the time of the annual general meeting. 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 B.
A resolution in accordance with the proposal in item 14 in the proposed agenda requires that the general meeting’s resolution is supported by at least nine tenths of the votes given as well as of the shares represented at the general meeting. Further, a resolution in accordance with the proposal in item 15 in the proposed agenda requires that the general meeting’s resolution is supported by at least two thirds of the votes given as well as of the shares represented at the general meeting.
The Company currently has 18,661,247 shares registered with the Swedish Companies Registration Office (Sw Bolagsverket), of which 761,900 are shares of series A (10 votes/share) and 17,899,347 are shares of series B (1 vote/share). The number of voting rights amounts to 25,518,347.
The Company’s annual report will be published not later than 30 April 2015. 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 2015
Shelton Petroleum AB (publ)
The Board of Directors
For more information, please contact:
Robert Karlsson, CEO, Shelton Petroleum, tel +46709565141
The information provided herein is such that Shelton Petroleum AB is obligated to disclose it pursuant to the Securities Markets Act (2007:528). The information was submitted for publication at 14.00 CET on 22 April 2015.
About Shelton Petroleum
Shelton Petroleum is a Swedish company focused on exploring and developing concessions in Russia and Ukraine. In Russia, the company holds three licenses in the Volga-Urals area in Bashkiria 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. The Shelton Petroleum share is traded on Nasdaq Stockholm under the symbol SHEL B.
This is an English translation of the Swedish original. In case of discrepancies, the Swedish original shall prevail.