Notice is hereby given of the annual general meeting (AGM) of PA Resources AB
(publ), 556488-2180, on Tuesday 28 July 2015 at 10.00. The AGM will be held at
Scandic Klara, room Stockholm Norra, at Slöjdgatan 7 in Stockholm. Registration
for the meeting will commence at 09.30.
Right to participate in the AGM
Shareholder wishing to participate in the AGM must
· § be entered in the share register kept by Euroclear Sweden AB on Wednesday
22 July 2015, and
· § have notified the company of his attendance not later than at 16.00
Wednesday 22 July 2015.
Notice of attendance etc.
Notice of attendance can be given by post to PA Resources AB, Kungsgatan 44 (3rd
floor), 111 35 Stockholm, Sweden, by e-mail to bolagsstamma@paresources.se or by
telephone +46 8 545 211 50. The notice shall include information on name,
personal identity number/registration number, telephone number, address,
shareholding and, if applicable, details of any representatives and assistants.
Shareholder whose shares are nominee-registered must also, in order to be
entitled to participate in the AGM, request a temporary entry under his own name
in the share register kept by Euroclear Sweden AB. Shareholders must notify the
nominee of this well before Wednesday 22 July 2015, 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 the same day.
Representatives, power of attorney etc.
A shareholder’s right at the AGM may be exercised by an authorised
representative. The power of attorney must be dated and signed by the
shareholder. The validity period of the power of attorney may be a maximum of
five years, if explicitly stated. If no validity period is specified the power
of attorney is valid for a maximum of one year. The original power of attorney
should, to facilitate registration for the AGM, be submitted to the company no
later than on Friday 24 July 2015 at the address mentioned above. An example
power of attorney is available from the company and on the company’s website
www.paresources.se. Representatives for legal entities must also bring with them
and present an original certificate of incorporation or a certified copy
thereof, together with, if applicable, a power of attorney or corresponding
authorisation documents
Proposed agenda
1. Opening of the meeting
2. Election of the Chairman of the general meeting
3. Preparation and approval of the voting list
4. Approval of the board of directors’ proposed agenda
5. Election of person to verify the minutes
6. Determining whether the general meeting has been duly convened
7. a) Presentation by the company’s CEO Mark McAllister
b) Presentation of the annual report for the company and the group
and the auditor’s report
8. a) Resolution on adoption of income statement and balance sheet for
the company and the Group
b) Resolution on appropriation of the company’s profit according to
the adopted balance sheet
c) Resolution on discharge from liability for the board members and
the managing director
9. Proposal and work report from the nomination committee etc.
10. Determination of the number of board members and deputies and the
number of auditors
11. Determination of fees to the board members and the auditors
12. Election of board members and Chairman of the board and deputies, if
any, and election of auditor
13. Decision on principles for election of nomination committee
14. Decision on guidelines for remuneration to senior management
15. Decision regarding the reduction of the share capital and thereto
connected amendment of the Articles of Association
16. Other items
17. Closing of the meeting
Proposals by the board of directors
Item 8.b); Dividend
The board proposes that no dividend is paid out for the fiscal year 2014.
Item 14; Decision on guidelines for remuneration to senior management
The board proposes in principle the same guidelines for remuneration to senior
management that were approved at the AGM 2014 are approved by the AGM 2015 until
the AGM 2016. The board’s proposal is available at the company (address above)
and at the web site www.paresources.se. Copies of the documentation will be sent
by post to shareholders requesting it and stating their postal address.
Item 15; Decision regarding the reduction of the share capital and thereto
connected amendment of the Articles of Association
As a consequence of the proposed reduction of share capital according to the
below, the board proposes an amendment of the Articles of Association (item 4 in
the company’s Articles of Association) pursuant to which the share capital
limits are changed to not less than SEK 10,000,000 and not more than SEK
40,000,000. The Articles of Association in its new wording will be available at
the company (address above) and at the web site www.paresources.se. A copy will
be sent by post to shareholders requesting it and stating their postal address.
The board proposes that the AGM resolves upon the reduction of the company’s
share capital in accordance with the following:
- The purpose of the reduction is covering losses
- The company’s share capital (presently SEK 1,414,599,900) shall be deducted
with SEK 1,403,283,100.80 to SEK 11,316,799.20
-The reduction of the share capital will be made without redemption of shares by
changing the share quota value to SEK 0.10 per share.
It is noted that the decisions according to this item 15 are conditioned by each
other and shall be passed as one decision. For decisions regarding this item 15
these must be supported by shareholders representing at least two thirds of both
the cast votes and the shares represented at the meeting.
Proposal and work report from the nomination committee etc.
The nomination committee consists of Christina Hadjigeorgiou (Chairman), Garrett
Soden, Mats Nilstoft och Philippe R Probst (Chairman of the board). The complete
proposal from the nomination committee, along with the committee’s work report
and their motivated statement regarding suggested board of directors, are
available at the company (address above) and at the web site www.paresources.se.
Copies of mentioned documents may be sent to those shareholders who request it
and give their address. The committee proposes the following regarding items 2
and 10-13:
Chairman of the Meeting
The nomination committee proposes that the lawyer Sven Rasmusson be Chairman of
the AGM.
Number of directors and auditors
The nomination committee proposes that the board should comprise of three (3)
directors (previous year 6) and no deputy directors (previous year 0) for the
period up to the next AGM.
The nomination committee proposes that one auditing firm with one head auditor
is appointed.
Fees for the board of directors and auditor
The nomination committee proposes that the board fee shall amount to totally SEK
550,000 (previous year SEK 1,650,000), which in its entirety is to be allocated
to the Chairman (previous year SEK 550,000). No other board fee is proposed to
be paid to the other proposed board members, since they are employed by the
company. Board fees include remuneration for committee work, if any.
The nomination committee proposes that the auditor be paid a fee in accordance
with a reasonable bill of costs approved by the company.
Election of directors, Chairman of the board and election of auditor
The company’s present board members Philippe R Ziegler, Philippe R Probst and
Nils Björkman have declared that they will not be available for re-election.
With reference to this and that the company is under corporate reconstruction
and evaluating different long term strategic alternatives for the company’s
business which may have effect on the company’s ownership structure, the
nomination committee proposes re-election of Mark McAllister (CEO) and Paul
Waern and new election of Tomas Hedström (CFO).
Information about Mark McAllister and Paul Waern who are proposed to be re
-elected is available on the company’s website (www.paresources.se) and in the
company's annual report for 2014 (page 34-35).
Tomas Hedström (CFO) belongs to the company’s management and information about
him is available on the company’s website (www.paresources.se) and in the
company's annual report for 2014 (page 36)
The nomination committee proposes that Paul Waern be elected Chairman of the
board. Paul Waern has been a board member since May 2009 and has considerable
competence and knowledge as regards the company’s business, it management and
the board work. Information regarding Paul Waern’s background may be found on
the company’s website (www.paresources.se) and in the company's annual report
for 2014 (page 35)
The nomination committee proposes re-election of Ernst & Young AB with the
chartered accountant Björn Ohlsson as main auditor.
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 2016 in accordance with the model previously
applied.
This model means that the Chairman of the board is being assigned to contact the
three largest owner registered or otherwise known shareholders in the company as
per 30 September 2015 and ask them whether these shareholders wish to appoint a
member to the company's nomination committee for the 2016 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
contacted, 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 2016. The nomination committee shall comply with and fulfill
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.
If any shareholder that has appointed a member to the nomination committee sells
a substantial proportion of its shares in the company before the completion of
the committee’s assignment, the member appointed by this shareholder shall
resign, if the committee so decides, and be replaced by a new member to be
appointed by the shareholder that is, at that point in time, the largest
registered shareholder not already represented in the committee. If any member
of the committee ceases to represent the shareholder that appointed the member
or if a member should resign from the committee before the completion of the
committee’s assignment, such member shall be replaced by a new member appointed
by the shareholder, if the committee so decides. If the registered ownership
situation otherwise significantly changes before the completion of the
committee’s assignment, the composition of the committee shall be changed, if
the committee so decides, in accordance with the principles stated above.
The term of office for the committee appointed in this manner shall run until a
new nomination committee has been constituted.
No remuneration shall be paid for the work of the members of the nomination
committee, with the exception of direct expenses that committee members incur in
conjunction with their assignment. However, if required, the company shall cover
any reasonable external costs that the committee considers necessary for the
completion of its assignment.
Documents, etc.
The annual accounts with the auditors’ report will be available at the company
(see address above) as well as on the company’s website www.paresources.se.
Copies of the said documentation will be sent by post to shareholders requesting
it and stating their postal address.
According to chapter 7, section 32, of the Swedish Companies Act, the board and
the managing director, if a shareholder requests it and the board deems it may
be done without harming the company, will inform the meeting regarding
circumstances that may affect the evaluation of an item on the agenda,
circumstances that may affect the financial situation of the company’s or a
subsidiary’s financial situation, as well as the company’s relation to another
company in the group. A question may be put in advance in the same manner as
notice of participation above.
The number of outstanding shares and votes in the company at the time of this
notice amounts to 113,167,992.
Stockholm, 24 June 2015
PA Resources AB (publ)
The 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), United Kingdom, Denmark,
Netherlands and Germany. PA Resources has oil production in Tunisia. The parent
company is located in Stockholm, Sweden. PA Resources’ net sales amounted to SEK
603 million in 2014. The share is listed on the NASDAQ OMX in Stockholm, Sweden.
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 08:35 CET 24 June 2015.
