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, 21 May 2013 at the office of Kilpatrick Townsend & Stockton Advokatbyrå, Hovslagargatan 5 B, 5th floor 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 2013; and not later than 15May 2013 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 2013.
- 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 alternate directors
- 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 any alternate directors
- Resolution regarding guidelines for compensation to senior executives
- Resolution regarding a Nomination Committee
- Resolution regarding authorization for the Board of Directors to decide on new issues
- Resolution regarding warrants
- 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 no dividend is paid for the financial year 2012.
Election of directors, Chairman of the Board, auditor and fees (items 8-10)
The Nomination Committee 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 re-election of the authorized auditing firm Ernst & Young AB and the authorized auditor Per Hedström as the principally responsible auditor.
The Nomination Committee further proposes that the general meeting resolves that board fees be paid to the Chairman in the amount of SEK160,000 (same as previous year) and SEK80,000 (same as previous year) to each of the other directors with the exception of Zenon Potoczny who is employed in the Group. Fees will thus total SEK560000, 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 2012 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 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 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 2012 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 2013. 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 2014 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.
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. The total number of shares which may be issued pursuant to the authorization may not exceed 2million. In the event the authorization is exercised in full, the increase in the share capital will correspond to a dilution of approximately 18.8 percent, calculated on the total number of shares before any exercise of the authorization. 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 class B shares.
Resolution regarding warrants (item 14)
On the annual general meeting held in May 2012, the general meeting resolved on an issue of new warrants, entailing mainly that the Company would, with derogation of the shareholders’ pre-emption rights, issue 320,000warrants series 2012/2015 to Robert Karlsson, Zenon Potoczny and Gunnar Danielsson, which were subscribed for 22May–15June 2012, at a price corresponding to a calculated market value of the stock options on May 21, applying the Black & Scholes model, based on a subscription price upon execution of 150per cent of the volume weighted average price during the period 7– 18 May, 2012, and to be exercised during the period 1–15 June 2015. Upon full subscription of the shares under the warrants, the Company’s share capital can increase by a maximum of SEK1,600,000, calculated using the quota value of the share of SEK5, equal to a dilution of approximately 3%. Due to an administrative oversight, the subscribed and paid warrants were not registered with the Swedish Companies Registration Office within the prescribed time and the Board therefore proposes that the general meeting resolves on a corresponding resolution so that the warrants, which were subscribed and paid for following the annual general meeting 2012, can be properly registered.
The Company currently has 10,640,588 outstanding shares, of which 170,580 are class A shares (10 votes/share) and 10,470,008 are class B shares (1 vote/share). There are 12,175,808 voting rights.
The Company’s annual report will be published not later than 30 April 2013. 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 2013
Shelton Petroleum AB (publ)
The Board of Directors
For more information, please contact:
Robert Karlsson, CEO, Shelton Petroleum, tel +46709565141
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. Shelton Petroleum is pursuing an integrated business model and holds an equity stake in Pan European Terminals PLC. The Shelton Petroleum share is traded on NASDAQ OMX Stockholm under the under the symbol SHEL B.