AI assistant
Petrolia SE — Proxy Solicitation & Information Statement 2010
Jun 8, 2010
9922_rns_2010-06-08_183a31dc-6331-4ec6-813e-590057533abc.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
To the shareholders of Petrolia Drilling ASA
4 June 2010
Summons to the Annual General Meeting
The shareholders of Petrolia Drilling ASA are hereby invited to attend the Annual General Meeting on Monday 28 June 2010 at 13:00 hrs. (Norwegian time) in "Shippingklubben, Lillesal", Haakon VIIIs gate 1, Oslo.
The Board of Directors proposes the following
Agenda
- Opening of the meeting by the Chairman of the Board of Directors and registration of shareholders in attendance
- Election of Chairman of the Meeting and of one person to co-sign the Minutes
- Adoption of the Summons and the proposed Agenda
- Approval of the Financial Statements and the Annual Report for 2009 (Appendix 1)
- Disposal of the results in Petrolia Drilling ASA (Appendix 1)
- Approval of remuneration to the Board of Directors (Appendix 2)
- Approval of remuneration to the Auditor for the year 2009 (Appendix 2)
- Reverse split of shares (Appendix 3)
- Renewal of the Authority to the Board of Directors, increase of capital (Appendix 4)
- Renewal of the Authority to the Board of Directors, raising of convertible loan (Appendix 4)
- Renewal of the Authority to the Board of Directors, acquisition of own shares (Appendix 5)
- The board of directors' statement on remuneration of senior employees (Appendix 5)
- Decharge of board members and management (Appendix 6)
- Election of new members of the Board (Appendix 6)
- Changes to the Articles: establishment of nomination committee (Appendix 7)
L:/PDR/GENERALFORSAMLING/ORDINÆR GEN.FORSAMLING 28.06.10 - INNKALLING ENGELSK
It will be proposed that Arne Didrik Kjørnæs is elected to chair the meeting, cf. item 2.
The Financial Statements, the Annual Report and the Auditor’s Report for the year 2009 are available on www.petrolia.no. The same applies to Appendices 1-7, which also include the Board's proposal under items 4-15.
The summons and related documents will be accessible at www.petrolia.no.
The total number of shares in the company is 1.012.596.745. One share is entitled to one vote, except with regard to shares owned by the company itself. The company currently owns 5.250.024 shares in the company.
A shareholder may vote for as many shares as he owns and which are registered with the Securities Depository (SD) at the date of the general meeting. If a shareholder has acquired shares and the acquisition has not been registered, voting rights for such shares can only be exercised if it can be shown that the acquisition has been reported to the SD. Presentation of contract note received from an investment banker will not in itself be sufficient. It must be shown who the real seller is.
Someone having sold shares may nevertheless vote for such shares if he can present an agreement with the buyer to the effect that the seller may exercise shareholder rights at the time of the general meeting, cf. the Norwegian Public Limited Companies (PLC) Act section 4-2 (2). The buyer may correspondingly not vote for the shares in question.
A shareholder may be accompanied by advisors and may allow one advisor to speak at the meeting.
If the shares are registered on a nominee account, cf. the PLC Act section 4-10, and the ultimate owner wishes to attend the meeting and vote for his shares, such owner must attach to the attendance slip a confirmation in writing from the nominee to the effect that he is the ultimate owner of the shares, and also a statement from himself that he is the ultimate owner, and also present such documents at the meeting.
A shareholder has the right to put forth a motion to amendment of the items on the agenda. A shareholder has the right to have questions considered on the Annual General Meeting if the questions are registered in writing and received in time to be included in the summons or in a new summons in case the deadline for forwarding the summons has not lapsed.
Shareholders who intend to attend the Annual General Meeting are encouraged to complete, sign and return the attached attendance slip by Thursday 24 June 2010 at 3.00 pm to
Nordea Bank Norge ASA, Issuer Services
Postboks 1166 Sentrum
0107 Oslo
Telefax: +47 22 48 63 49
E-mail: [email protected]
Shareholders may also register on www.petrolia.no, where it is also possible to vote in advance on the items on the agenda.
L:/PDR/GENERALFORSAMLING/ORDINÆR GEN.FORSAMLING 28.06.10 - INNKALLING ENGELSK
3/3
Shareholders who which to empower others to attend and vote, are encouraged to complete, sign and return the attached Form of Proxy to the above referred address and within the same date and time. If the Form of Proxy is signed without authorising any specific person, the company will complete the Proxy with the name of the Chairman of the Board who will then be considered to have been empowered by the shareholder to attend and vote on his behalf.
This Summons has been sent to all shareholders registered in the SD as per 4 June 2010.
Welcome to the Annual General Meeting.
Yours sincerely,
on behalf of THE BOARD OF DIRECTORS OF PETROLIA DRILLING ASA
Berge Gerdt Larsen
Chairman of the Board of Directors
L:/PDR/GENERALFORSAMLING/ORDINJER GEN.FORSAMLING 28.06.10 - INNKALLING ENGELSK