Notice of the Annual General Meeting of PA Resources on 22 May 2012
Notice is hereby given of the Annual General Meeting of PA Resources AB (publ), 556488-2180, at 16.00 CET on Tuesday, 22 May 2012 at the Citykonferensen premises, Celsiussalen, at the address Malmskillnadsgatan 46 in Stockholm. Registration for the Meeting will commence at 15.15 CET.
Right to participate in the Annual General Meeting
Shareholders wishing to participate in the Annual General Meeting (AGM) must:
- be entered in the share register kept by Euroclear Sweden AB on Tuesday, 15 May 2012 (see also the section on nominee-registered shares below), and
- have notified the company of their attendance not later than 16.00 CET on Tuesday, 15 May 2012, at the following address: PA Resources AB, Kungsgatan 44 (3 tr.), 111 35 Stockholm, Sweden, or by telephone: +46 8 545 211 50, or by e-mail to: . When giving notice to the company, please state your name, personal identity (ID) or registration number, telephone number, address, shareholding and details of any representatives and assistants.
Shareholders must also bring to the AGM their admission card, which will be sent out around four days before the Meeting to those shareholders who have notified the company of their intention to attend. This admission card is to be presented at the entrance to the premises of the AGM. If such admission card has not been received by the shareholder prior to the Meeting, a new admission card can be obtained provided an ID card is presented.
Shareholders whose shares are nominee-registered must also request a temporary entry under their own name in the share register kept by Euroclear Sweden AB in order to be entitled to participate in the Meeting. Shareholders must notify the nominee of this well before 15 May 2012, by which time the entry must have been effected, in order to be included in the transcript of the share register prepared by Euroclear Sweden AB on that date.
Representatives, power of attorney, etc.
The rights of shareholders during the Meeting may be exercised by an authorised representative. Such power of attorney (proxy) must be dated and signed. To facilitate registration for the Meeting, the original power of attorney must be submitted to the company no later than on Wednesday, 16 May 2012 at the address provided above. Copies of standard forms for powers of attorney are available from the company and shown on the company’s website, www.paresources.se. Representatives for legal entities must also bring with them and present an original or a certified copy of the certificate of incorporation, together with the power of attorney (when applicable), or the corresponding authorisation documents.
- Opening of the Meeting
- Election of the Chairman of the Meeting
- Drawing up and approval of the list of voters
- Approval of the Board’s proposed agenda
- Election of persons to countersign the minutes
- Determining whether the Meeting has been duly convened
- a) Speech by the company’s President, Bo Askvik
b) Presentation of the annual accounts, consolidated accounts including the auditor’s report, as well as a report by the company auditor
- a) Resolution on the adoption of the income statement and balance sheet of the parent company as well as the consolidated income statement and balance sheet of the Group
b) Resolution on the allocation of the company’s profits in accordance with the parent company's adopted balance sheet
c) Resolution on discharging the directors and President from liability
- The Nomination Committee’s proposals, etc.
- Determining the number of directors and deputy directors
- Determining the fees for the Board of Directors and auditors
- Election of directors and the Chairman of the Board and, when applicable, deputies
- Resolution on principles for the appointment of the Nomination Committee
- Resolution on guidelines for the remuneration of senior management
- Any other items
- Closing of the Meeting
Proposals of the Board of Directors
Item 8 b): Dividend
The Board proposes that no dividend be paid for the 2011 financial year.
Item 14: Resolution on guidelines for the remuneration of senior management
The Board proposes that the essentially corresponding guidelines for the remuneration of senior management as those approved at the 2011 AGM should be approved by the AGM in 2012, to apply up until the end of the 2013 AGM. The complete proposal of the Board is available from the company (address above) and on the company’s website at www.paresources.se.
Proposals of the Nomination Committee, etc
The company’s Nomination Committee consists of Jesper Bonnivier (Chairman), Bengt Stillström, Carina Lundberg Markow and Hans Kristian Rød. The Nomination Committee’s complete report and proposal as well as its statement of reasons for the proposed Board of Directors is available from the company (address above) and on the company’s website at www.paresources.se. The Nomination Committee proposes the following regarding item 2 and items 10 to 13:
Chairman of the AGM
The Nomination Committee proposes that Hans Kristian Rød, Chairman of the Board, be elected as Chairman of the AGM.
Number of directors
The Nomination Committee proposes that the Board should comprise five directors (previous year 5) and no deputy directors (previous year 0) for the period up to the next AGM.
Fees for the Board of Directors and auditor
The Nomination Committee proposes that the Board receive a total fee of SEK 1,650,000 payable as before (previous year SEK 1,650,000); of this amount, SEK 550,000 is to be allocated to the Chairman (previous year SEK 550,000) and SEK 275,000 to the other respective directors (previous year SEK 275,000). These amounts include remuneration for possible committee work.
It is also proposed, subject to the precondition that it is cost and tax neutral for the company to do so, that a member of the board who can show that they satisfy the taxation requirements to enable them to report their board fee as income from business activities should be entitled to invoice their fee to the company at an amount corresponding to such board fee plus any statutory social security contributions payable and value added tax.
The Nomination Committee proposes that the auditor be paid a fee in accordance with a reasonable account of expenses approved by the company.
Election of directors and Chairman of the Board
The Nomination Committee proposes the re-election of Catharina Nystedt-Ringborg, Lars Olof Nilsson, Paul Waern Hans Kristian Rød and Per Jakobsson. Hans Kristian Rød is proposed to be re-elected as Chairman of the Board.
Information about all of the directors proposed for re-election is available on the company’s website (www.paresources.se) and in the company's annual report for 2011 (page 37).
Principles for the appointment of a Nomination Committee
The Nomination Committee proposes that the AGM resolves to appoint a new Nomination Committee for the AGM in 2013, basically in accordance with the model previously applied.
This model involves the Chairman of the Board being assigned to contact the three largest shareholders entered as at 30 September 2012 in the company, registered directly in Euroclear Sweden's share register, to ask them whether these shareholders wish to appoint a member to the company's Nomination Committee for the 2013 AGM.
In the event that such a shareholder does not wish to appoint a member, or if the shareholder sells a substantial portion of its shares before the Nomination Committee manages to constitute itself, the next largest shareholder who has not yet been appointed, shall be asked. The members appointed in this manner, together with the Chairman of the Board as convener, are to form the Nomination Committee. The Committee shall appoint one of its members as Chairman. The names of the Committee members shall be announced not later than six (6) months before the AGM to be held in 2013. The Nomination Committee shall comply with and fulfil the duties ensuing from the Swedish Code of Corporate Governance and shall submit a proposal for the process of appointing a new Nomination Committee at the next AGM.
The annual accounts including the auditor’s report, the Board’s proposal for guidelines for the remuneration of senior management as well as the Nomination Committee’s complete proposal etc, will be available from the company (see address above) as well as on the company’s website, www.paresources.se. Copies of the said documents will be sent to shareholders requesting them and stating their postal address.
In accordance with Chapter 7, Section 32 of the Companies Act, the Board of Directors and the President will upon the request of a shareholder and provided the Board considers that it may be done without causing material harm to the company, inform the general meeting about, first, circumstances that may affect the evaluation of an item on the agenda and, second, circumstances that may affect the evaluation of the financial situation of the company or a subsidiary and, thirdly, the company’s relation to another company in the group. Questions may be put in advance in the same manner as for giving notice of participation in the general meeting, as explained above.
The number of outstanding shares and votes in the company at the time of this Notice amounts to 637,476,893.
Stockholm, 19 April 2012
PA Resources AB (publ)
Board of Directors
PA Resources AB (publ) is an international oil and gas group which conducts exploration, development and production of oil and gas assets. The Group operates in Tunisia, Republic of Congo (Brazzaville), Equatorial Guinea, United Kingdom, Denmark, Greenland, Netherlands and Germany. PA Resources is producing oil in West Africa and North Africa. The parent company is located in Stockholm, Sweden.
PA Resources’ net sales amounted to SEK 2,154 million during 2011. The company is listed on the NASDAQ OMX in Stockholm, Sweden (segment Mid Cap). For additional information, please visit www.paresources.se.
The above information has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 08.30 CET on 19 April 2012.