Notice of Annual General Meeting in Petrogrand AB

Stockholm, 2014-05-30 08:30 CEST (GLOBE NEWSWIRE) --  

The shareholders in Petrogrand AB (publ), reg. no. 556615-2350 are hereby convened to the annual general meeting on Friday 27 June, 2014 at 10.00 a.m., at Hotell Scandic Anglais, Humlegårdsgatan 23, Stockholm. Entry to the meeting begins 9.30 a.m.

Right to Participate

Shareholders who wish to participate in the annual general meeting must:

• Be recorded in the shareholders’ register which is kept by Euroclear Sweden AB (the Swedish Central Securities Depository), not later than Friday 20 June 2014; (however, since the record date not is a banking day the shareholders must be recorded in the shareholders’ register not later than Thursday 19 June 2014); and
• notify the Company of their attendance and any attending assistants no later than Friday 20 June 2014, either in writing to Petrogrand AB (publ), Birger Jarlsgatan 41A, 111 45 Stockholm, or via e-mail agm@petrogrand.se stating the full name, and preferably personal registration number or corporate registration number, address, telephone, number of shares and when applicable, information regarding assistant, and preferably information regarding legal representative, proxy. The number of assistants may at the most be two (2). In order to facilitate entry to the meeting, the notice shall, when applicable, be accompanied by power of attorney in original, registration certificates and other authorization documents.

Shareholders having trustee-registered shares with a bank or other trustee must temporarily re-register the shares in their own names with Euroclear Sweden AB to be entitled to participate in the meeting. Such registration must be completed no later than Thursday 19 June 2014, meaning that shareholders must request their trustees (banks or brokers) for such re-registration in ample time prior to this date.

Proxy

A shareholder that is to participate through one or more proxies must ensure that such proxy brings to the meeting a signed and dated power of attorney in original executed by the shareholder. A proxy for a legal entity should also present a certificate of registration (or any other relevant documentation) evidencing the signatory rights of the individuals executing the power of attorney on behalf of the legal entity. The power of attorney and the registration certificate (or the relevant documentation) must not have been issued earlier than five years prior to the meeting.

Proxy Forms

Proxy forms are available on the company website www.petrogrand.se , and will be sent without charge to the shareholders that request the form and thereby indicate their addresses.

Number of Shares and Votes

As of the date when the notice is issued, the total number of shares and votes in the Company amounts to 40 265 898.

Proposed Agenda

1. Opening of the AGM and election of chairman of the AGM
2. Drawing up and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to approve the minutes
5. Determination as to whether the AGM has been duly convened
6. Presentation by the managing director
7. Presentation of the annual report and the auditor's report as well as of the consolidated accounts and the auditor's report for the group
8. Resolutions regarding:
   1. approval of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet,
   2. allocation of the Company's result in accordance with the adopted balance sheet, and
   3. discharge from liability for the members of the board of directors and the managing director
9. Determination of number of members of the board of directors and, if applicable, deputy directors
10. Determination of the fees payable to the board of directors and the auditors
11. Election of members of the board of directors, deputies as well as the chairman of the board and auditor
12. Resolution on a nominating committee
13. Resolution on guidelines for remuneration to the company management
14. Closing of the AGM

  Proposals for decisions

Item 1

The Nominating Committee, which consists of Martin Nerfeldt representing Stena (Switzerland) AG (chairman of the Nominating Committee), Mikael Wallgren (chairman of the Board), Albert Haeggström representing Länsförsäkringar Fondförvaltning AB (publ), Lars Jacobsson representing Prescience Investments Ltd, proposes the AGM to elect advokat Axel Calissendorff as chairman of the meeting.

Item 8b)

The Board proposes that the means of SEK 315,326,061 shall be carried forward and that no dividend is paid for the financial year 2013.

Item 9

The Nominating Committee proposes five regular Board members.

Item 10

The Nominating Committee proposes that fees to the Board shall be SEK 600,000 for the Chairman of the Board and for the rest with SEK 250,000 for regular Board members who are not employed by the Company. The proposal by the Nominating Committee on the Board composition means that the total fees amounts to SEK 1,350,000 which is a reduction of SEK 250 000. The Board members and deputies shall be entitled to invoice the fee through a company owned by the Board member, provided that this is cost neutral for the Company. Fee to the auditors is proposed to be paid according to approved invoice.

Item 11

The Nominating Committee proposes the re-election of Mikael Wallgren, Maks Grinfeld, Timur Rodionov, James Smith and Lars Jacobsson as Board members. It is further proposed that Mikael Wallgren be elected as Chairman. If Mikael Wallgren’s assignment as Chairman of the Board ends prematurely, it is proposed that the Board shall appoint a new Chairman from within its ranks for the period until the next AGM.

More information on the proposed directors and deputies is available on the Company website www.petrogrand.se .

The Nominating Committee proposes the re-election of the accounting firm PricwaterhouseCooopers AB as the Company’s auditor until the end of the AGM 2015. PricewaterhouseCoopers AB intends to appoint authorized auditor Martin Johansson as auditor-in-charge.

Item 12

The Nominating Committee proposes that the AGM resolves to appoint a nominating committee for the AGM 2015 in accordance with the following principles. The AGM instructs the Chairman of the Board to contact the shareholders or group of shareholders controlling the four largest numbers of votes (both direct-registered shareholders as well as nominee-registered shareholders), based upon Euroclear Sweden AB’s transcription of the share ledger as per 30 September 2014. Who will each elect a representative that together with the Chairman of the Board will form the nomination committee for the period until a new nomination committee has been elected following the forthcoming AGM. Should any of the shareholders or group of shareholders controlling the four largest numbers of votes not want to elect such a representative, then the shareholder or group of shareholders controlling the fifth largest number of votes, and so on, shall elect a representative until the nomination committee consists of five members.

The majority of the members of the nominating committee shall be independent in relation to the Company and the company management. At least one of the nominating committee’s members shall be independent in relation to the shareholder or group of shareholders controlling the largest number of votes and who co-operates with the management of the Company. The Managing Director or any other person from the company management may not be a member of the nominating committee. Board members may be members of the nominating committee but shall not constitute a majority of its members. If more than one board member is a member of the nominating committee, then only one of them may be dependent in relation to the Company’s larger shareholders. The nominating committee shall elect a chairman within the committee. The Chairman or any other Board member shall not be chairman of the nominating committee. The names of the members of the nominating committee shall be made public no later than six months prior to the AGM 2015. Should any member of the nominating committee resign while the nominating committee is still in office and if the nominating committee considers that there is a need to replace that member, then a new member shall be appointed following the above principles, however based upon Euroclear Sweden AB’s transcription of the share ledger at the earliest possible moment after such member has resigned. Changes in the composition of the nominating committee shall be made public promptly. No remuneration shall be paid for the nominating committee’s work. However, the nominating committee shall receive remuneration for reasonable expenses, including any costs for external advisors who the nominating committee deems necessary to engage for the due performance of its assignment.

Item 13

The Board proposes that the AGM resolves on guidelines for remuneration to the company management in the Company’s group (the "Group"), with in principal the following content:

The guidelines shall apply to remunerations and other employment conditions for the managing director and other members of the Group's management (the "Group management"). The Company shall strive to offer a total remuneration that is reasonable and competitive given the conditions in the individual country. The remuneration shall vary in accordance with the individual's and the Group's performance. The total remuneration to the Group management shall consist of (i) fixed salary (which shall be adjusted yearly) (ii) variable salary (which shall amount to a maximum amount corresponding to the annual basic salary), (iii) insurable benefits and (iv) other benefits (which shall correspond to what normally occurs within the market). The termination period shall be a maximum twelve months upon termination initiated by the Company and a maximum six months upon termination initiated by a member of the Group management. In individual cases the Board may approve severance pay in addition to the termination period. Severance pay may only be paid following termination by the Company's part or where a member of the Group management resigns due to a significant change in the work situation, which would result in him or her not being able to perform the work satisfactorily. The Board shall reserve the right to deviate from these guidelines in individual cases if there is special reason for this.

Miscellaneous

The shareholders may request the board of directors and the managing director to provide information in respect of any circumstances which may affect the assessment of a matter on the agenda of the annual general meeting and any circumstances which may affect the assessment of the company’s financial position. The board of directors and the managing director shall provide such information at the annual general meeting where the board of directors believes that such may take place without significant harm to the company.

Accounting documents and auditor’s report, the board of directors’ complete proposals for decisions in accordance with the above, and the auditor’s statement on the application of the guidelines for remuneration to the company management, will be available for the shareholders at the company’s office, address as stated above, and on the company website www.petrogrand.se at the latest as from Thursday 5 May 2014. Copies of the documents will also be sent without charge to the shareholders who ask for the documents and thereby indicate their addresses.

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Stockholm in May 2014 Petrogrand AB (publ) The Board of Directors