Minutes of the Annual General Meeting for NORDIC PETROLEUM ASA. 2. Register of shareholders in attendance and proxies represented

Transcription

1 Minutes of the Annual General Meeting for NORDIC PETROLEUM ASA The annual general meeting of Nordic Petroleum ASA was held on at hrs. The meeting was held at Victoria Hotel, Turngt. 3, 1606 Fredrikstad, and prior to the meeting a presentation of the company s status and future plans was given. The following resolutions were considered and decided upon: 1. Opening of the annual general meeting The ordinary general meeting of shareholders was opened by the Chairman Mr. Øistein Nyberg. The general manager Arild Tolfsen was also in attendance. 2. Register of shareholders in attendance and proxies represented The following were in attendance: 1) Øistein Nyberg representing self and 11 proxies shares 2) Kjell Øivind Hansen repr. self snd 3 proxies shares 3) Arild Nilsen repr. self and 2 proxies shares 4) Jan Øyvind Lorgen repr. self and 4 proxies shares 5) Loge Resources v/per Gunnar Løge repr. self and 1 proxy shares 6) Realium Invest AS v/arild Tolfsen repr. self and 8 proxies shares 7) Harry Th. Skare shares 8) Marianne Gran Andersen Finsrud shares 9) Truls Ola Kjenner shares 10) Erling Stein Mathisen (Independent Investor) shares 11) Even Elander shares 12) Asbjørn Løkkeberg shares 13) Helge Lind shares Consequently there were shares representing 50,2 % of the voting shares at the ordinary general meeting of shareholders. 3. Election of the chairman of the meeting, and of one person to co-sign the minutes Øistein Nyberg was put forward as a candidate and elected to chair the meeting. Jan øyvind Lorgen was elected to co-sign the minutes.

2 4. Adoption of the summons and the proposed agenda The shareholders approved the summons of the meeting and its agenda, and the annual general meeting was declared legally opened. 5. Approval of the financial statements and the annual report for 2008 The financial statements, the Directors report and the auditor s statement for 2008 were presented. In the yearly report the following was proposed added under the Environmental section, after the first sentence : The company has conducted environmental studies and preparations for drilling in parts of the license area belonging to the Mega Pyramid field in the province of Alberta, Canada. Preparations and removal of scrub for the drilling of 3 wells was done after receiving all the necessary permissions and permits from the government of Alberta and the Crown. This area is considered environmentally sensitive. No further activities followed these preparations. The following resolution was passed: The Financial Statements and the Yearly Report for 2008 were approved with the above amendments. 6. Approval of the board of directors remuneration for 2008/09 The past year of 2008/2009 has been a challenging one for the company. During the second quarter of 2008 we negotiated the acquisition of Mega Pyramid which was concluded in Q3. During the same periods we prepared development programs for all our assets. The autumn was distinguished by financing work, after compiling of an extensive prospectus and company presentation. The weakened financial and share markets in Q3 and Q4 made it a challenging, time consuming and labourintensive task to raise capital. The board has during this period stood united and worked efficiently and intensely with the tasks at hand. During the Extraordinary General Meeting held Marianne Gran Andersen Finsrud was voted in as a new board member. Dispersed throughout the year; 11 board meetings, 1 strategy meetings, and 1 extraordinary general meeting has been held. The following proposal is put forward by the Board for authorization by the General Assembly:

3 1. Payment to the Chairman and Deputy kr ,- and kr ,- respectively. 2. Payment to Board Members kr ,- 3. Payment to the Election Committee kr ,- per member 4. The above-mentioned point 1, 2 and 3 are dependent upon the company s economy and positive test results for the first Skyway well. If not so then the fees are halved. 5. If elected during the course of the year, fees will reflect the period in office. With a basis of the company s financial situation and a Norwegian benchmark company, a minority of the shareholders argued, that the board proposed fees were too high. A proposal from the assembly for point 4 and 5 was as follows; Point 4: The fees will not be paid before August Punkt 5: If one has resigned during the course of the year, fees will reflect the period in office. The resolution passed with the proposed changes of points 4 and 5, with the following amount of votes. Votes in favour: Votes against: Abstained: 0 7. Approval of the auditors fees for 2007 It was informed about the auditors work and remuneration. The following remuneration was proposed: The auditor invoices according to the account. The auditor s remuneration was unanimously approved. 8. Issuance of warrants.

4 The board was issued a proxy during the General Meeting to perform share capital increases, including an options package for board members and authorized advisors. The following recommendation is put forward by the Board for authorization by the General Assembly: 1. A total of 30,000,000 warrants are being issued, giving each the right to demand issuing of one (1) share of the Company. 2. Warrants are held by - Per Gunnar Løge options - Kjell Øivind Hansen options - Liv-Runi Ekeland Syvertsen options - Marianne Gran Andersen Finsrud options - Øistein Nyberg options - Arild Tolfsen options - Dan Horner options - Orest Senkiw options - James Dick options - Lars Sigvart Gran Andersen options - Johs Jamne options - Torbjørn Holt options - Svein Ove Bjørnestad options - Rolf Gulbrandsen options 3. Warrants according to the guarantee agreement dated are held by - Kjell Øivind Hansen options - Per Gunnar Løge options - Knut Jæger Hansen options 4. The warrants should be duly noted in the Minutes of the General Assembly.. 5. The warrants holder shall not pay any compensation for the option rights themselves. 6. Due to the fact that all option rights as listed above have been given to specific persons or companies, oversubscription is not allowed. 7. The holder of the option rights shall have an implicit right to demand issuing of shares within the time limit stated under Item 8 in the Agenda. For every new share which is demanded issued according to option rights as referred to under Item 2 in the Agenda, a compensation of NOK 0.60 per share should be paid, and for every new share demanded issued in view of option rights as referred to under Item 3, a compensation of NOK 0.50 should be paid. These compensations can only be paid in valid currency. 8. The deadline for executing the right to demand issuing of shares as referred to under Item 2 is stated as 19 th May 2011, and the deadline for the use of the right to demand issuing of shares in view of the option rights as referred to under Item 3, is stated as 31 st Dec All shares issued on basis of the option rights should be of the same share class as all other shares in the company. 10. By a Company decision regarding increase or decrease of Share Capital, by new decision of issuing of option rights, and by decision regarding dissolving,

5 fusion, emission, or conversion, option rights holder shall have the same rights as the shareholders. 11. The new shares give the right to dividend from the accounting year in which the option right holder has used his rights to demand issuing of shares. A minority of the shareholders emphasized that the extent of the program and that the strike price was set too low. The board s proposal for the issuance of subscription rights to senior employees, company representatives and advisors was approved with the following vote: Votes in favour: Votes against: Abstained: Power of Attorney authorizing the Board of Directors for capital increase through the issuance of new shares The Board was in the General Assembly held on June 9 th, 2008 given a Power of Attorney to carry out Share Capital increases. The Power of Attorney gives the right to increase the share capital with up to ,-. As of today, the Board has used this Power of Attorney to increase the Share Capital with a total of NOK ,75.-. The Board now applies for a new Power of Attorney replacing the one issued on The Board suggests that the General Assembly passes the following resolution: 1. The Board of Directors is given Power of Attorney to increase the Company s share capital with up to NOK The Board will decide the nominal value of each share. The subscription value should however, be between NOK 0,05 (minimum) and NOK 10,- per share. 2. The Shareholders priority according to The Companies Act 10.4 can be deviated. 3. The Power of Attorney refers to Share Capital increase against other assets than money, the right to contract other, specific responsibilities on behalf of the Company and decision regarding merging. 4. The Power of Attorney is valid until May 19 th, The Power of Attorney contains the right to change the Company Rules in line with eventual Share Capital increases carried out based on the Power of Attorney. 6. All other Powers of Attorney regarding Share Capital increase are revoked. Resolution: An adjustment to the proposal was authorized with the following amendments: Under point 1: The number is changed from kr to kr

6 Under point 3: The tekst is changed to The Power of Attorney refers also to share capital increases... The proposal was unanimously approved. 10. Statement on the remuneration of senior employees The auditor gave an account that the background for the necessity of the company for issuing such guidelines is based on the public company law (ASA). Further outlined were the contents and structure for the Board s statement on the remuneration of senior employees. The company has concluded a management agreement with the general manager, and has at present no employees within administration. At the same time the company is still building up an organisation in Norway and Canada, and requires guidelines for future payroll and remuneration. The General Meeting unanimously approved the following proposal: The Board of Directors proposal for payroll guidelines and other remuneration for senior employees is approved. No further matters were submitted for consideration, and the meeting was adjourned. Fredrikstad, Øistein Nyberg Jan Øyvind Lorgen