(NGM: SHEL B)
The shareholders of Shelton Petroleum AB (publ) (hereinafter the “Company”) are hereby given notice to attend the annual general meeting to be held at 10.00 a.m. on Monday, 17 May 2010 at the offices of Kilpatrick 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 entered as a shareholder in the share register maintained by Euroclear Sweden AB regarding circumstances pertaining on Monday, 10 May 2010;
and, not later than 4pm on Monday, 10 May 2010 notifies the Company of the intention to participate at the general meeting. Notice of participation may be given by post to Shelton Petroleum AB, Birger Jarlsgatan 2, 114 34 Stockholm or by e-mail to firstname.lastname@example.org. The notification must state the name/personal ID/registration number, address, daytime telephone number and shareholding. Authorisation documents such as powers 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 must give notice thereof within the time and in the manner applicable to shareholders.
Shareholders with nominee-registered shares must, in order to be entitled to participate at the general meeting, request that the nominee effect temporary re-registration (voting right registration) of the shares in ample time prior to 10 May 2010.
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 consolidated income statement and consolidated balance sheet
b. allocation of the Company's profits or losses in accordance with the adopted balance sheet
c. discharge from liability for the directors and CEO
8. Determination of the number of directors and alternate directors
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 any alternate directors
11. Resolution regarding guidelines for compensation to senior executives
12. Resolution regarding a Nomination Committee and election of members thereof
13. Resolution regarding amendments to the articles of association
14. Resolution regarding authorisation for the Board of Directors to decide on new issues
15. Closure of the general meeting
Chairman of the annual general meeting (item 1)
The Nomination Committee proposes that the Chairman of the Board, Per Höjgård, be elected to chair the annual general meeting.
Allocation of the Company's earnings (item 7 b)
The Board proposes that no dividend be issued for the 2009 financial year.
Election of directors, Chairman of the Board and fees (items 8-10)
The Nomination Committee proposes the re-election of directors Per Höjgård, Ulf Cederin, Peter Geijerman, Katre Saard, Richard N. Edgar, Zenon Potoczny and Bruce D. Hirsche, as well as re-election of Per Höjgård as Chairman of the Board.
It is further proposed that the general meeting resolve that board fees be paid to the Chairman in the amount of SEK 175,000 and SEK 75,000 to each of the other directors, with the exception of Zenon Potoczny who is employed in the Group. Fees will thus total SEK 550,000, 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 2009 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 programme. 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. The annual variable portion of salary may normally not exceed 30 per cent of fixed salary. 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 programme 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 and election of members (item 12)
The Nomination Committee proposes that the general meeting appoint a Nomination Committee and re-elect Björn Lindström (Alpcot Capital Management and Corso Holding), Per Höjgård (Chairman of the Board) and Lars Hylander (independent). The Nomination Committee’s duties shall be to prepare and present proposals to the shareholders at the 2011 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 a member resigns from the Nomination Committee before the Committee's work is complete, the remaining members shall appoint a new member. 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.
Amendment of the articles of association (item 13)
The Board proposes that the general meeting resolve to amend the provisions of the articles of association regarding the Company's objects, entailing that the objects shall be production, prospecting and distribution of natural sources as well as management and ownership of such licences in its own name or via subsidiaries or through smaller partnership shares or other forms of cooperation, including activities compatible therewith.
It is further proposed that the general meeting resolve that the limits for the share capital be increased to be not less than SEK 38 million and not more than SEK 152 million. As a consequence, it is proposed that the limits for the number of shares be increased to be no fewer than 380 million and no more than 1.52 billion.
The Board further proposes that the provisions of the articles of association regarding the procedure governing notice to attend general meetings be amended such that notice to attend general meetings shall be given through an announcement in Post- och Inrikes Tidningar (the Official Gazette) and on the Company's website and that information that notice has been given shall be published in Svenska Dagbladet at the time of the notice. The Board's proposal in this respect is conditional on proposed amendments to the Swedish Companies Act having entered into force and that the proposed wording is thereby compatible with the proposed amendments to the Swedish Companies Act.
It is proposed that the Board of Directors, or the person appointed by the Board, be entitled to effect such minor adjustments to the resolution as may be required for registration of the new articles of association at the Swedish Companies Registration Office.
Authorisation of the Board to decide on new issues (item 14)
The Board of Directors proposes that the general meeting authorise the Board, 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 authorisation 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 authorisation may not exceed 200 million. In the event the authorisation is exercised in full, the increase in the share capital will correspond to a dilution effect of approximately 53 per cent. In the event an issue takes place by way of derogation from the shareholders' pre-emption rights, the issue shall take place on market terms. Any issue pursuant to the authorisation shall relate to class B shares.
Conditions and majority requirements for resolutions
Valid resolutions regarding proposals under items 13 and 14 require that the resolution be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
The Company currently has 380,169,035 outstanding shares, of which 9,028,593 are class A shares (10 votes per share) and 371,140,442 are class B shares (1 vote per share). There are 461,426,372 voting rights.
The Company's annual report will be published not later than 30 April 2010. 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 (see address above) for two weeks prior to the general meeting 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.
Stockholm, April 2010
Shelton Petroleum AB (publ)
The Board of Directors
For more information, please contact:
Robert Karlsson, CEO, Shelton Petroleum, tel +46 709 565 141
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’s reserves amount to 14 million barrels of oil, and the potential in the company’s oil and gas contingent resources amounts to 343 million barrels of oil equivalent. Shelton Petroleum has built effective personal relationships, strategic regional partnerships and a portfolio of projects onshore and offshore. The company holds three licenses in the Russian republic of Bashkiria, located southwest of the Ural Mountains. The license blocks, which border one another, have an area of over 500 square kilometers and are surrounded by other producing oil fields. The company has found oil in its first two wells and measured commercial flow rates. In Ukraine, a strategic partnership with Ukrnafta, Ukraine's largest oil and gas company, provides Shelton Petroleum with a stake in the oil producing Lelyaki field in Chernigov Region close to Poltava. Shelton Petroleum also has a Joint Investment Agreement with Chornomornaftogaz, the leading Ukrainian oil and gas company in offshore development, that gives it a fifty per cent stake in three major license areas in the Azov and Black Sea regions. The Shelton Petroleum share is traded on the NGM stock exchange in Sweden under the symbol SHEL B.