Also present attorney at law Sven Rasmusson and Secretary of the Board, attorney at law Ulrika Magnusson.

Transcription

1 NB. The English version is for information purposes only and in case of discrepancy the Swedish version will prevail Minutes kept at the shareholder Annual General Meeting of PA Resources AB (publ), reg.no , held in Stockholm on 14 th May 2013, between 4.00 pm pm. Present: See enclosed Appendix 1 Also present attorney at law Sven Rasmusson and Secretary of the Board, attorney at law Ulrika Magnusson. 1. Opening of the meeting The Shareholder Annual General Meeting was declared open by attorney of law Sven Rasmusson, who welcomed everyone to the meeting. 2. Election of the Chairman The meeting resolved, in accordance with the Nomination committee's proposal, to elect Sven Rasmusson as chairman of the meeting. The chairman noted that Ulrika Magnusson would take the minutes from the meeting. It was also noted that the Company's Board of Directors, consisting of Lars Olof Nilsson, Paul Waern, Per Jakobsson and Hans Kristian Rød was present. Furthermore, the Company's Auditor in charge, Björn Ohlsson, was also present. 3. Approval of the voting register The meeting resolved that enclosed list (Appendix 1) of to the meeting registered attendees and shareholders in the share register after that not present shareholders had been crossed out would constitute as the voting register. It was noted that

2 4,572,377 shares of a total of 28,291,998 shares issued was represented, which corresponded to % of the Company's total shares issued. Furthermore, it was noted that share register from Euroclear Sweden AB was available at the meeting. 4. Approval of the agenda The meeting resolved to approve the agenda proposed by the Board of Directors. 5. Approval of the minutes The meeting resolved that the minutes of the meeting would be approved by P-O Bohman. 6. Examination of notice Secretary of the Board, Ulrika Magnusson, explained the rules regarding notice of Annual General Meeting of the Company. It was noted that notice was made through a press release on 12 th April 2013 and in connection therewith, published on the Company website. Notice was also announced through Swedish Official Gazette on 15 th April Furthermore, the same day it was announced through Dagens Industri that notice had been given. The meeting was found to have been duly convened. 7. Statement of the Managing Director, submission of the Annual report and Auditor's statement (a) (b) The Managing Director of the Company, Bo Askvik, gave his statement and informed the shareholders about the past financial year and the business development during Q The shareholders were given the opportunity to ask questions. Auditor in charge, Björn Ohlsson, presented the audit work and selected parts of the Auditor's statement. In connection therewith, the Annual report, Auditor's statement and Consolidated accounts and Consolidated Auditor's statement of the financial year 2012, which has also been kept available at the Company on the Company's website and been sent to shareholder when requested, was presented. The shareholders were given the opportunity to ask questions. 2 (7)

3 8. Adoption of the profit and loss statement and the balance sheet etc. (a) The meeting resolved to approve the profit and loss accounts and balance sheets presented in the Annual Report of the parent Company and Consolidated accounts of It was noted that shareholders Bengt Stillström, AB Traction, Ann Stillström, Ponderus Securities AB, P-O Bohman, Johan Ankarcrona, Dag Rolander, Kjell Sjöström, Roland Lööw och Christer Wahlén AB, representing a total of 1,442,251 shares at the meeting corresponding to 31.5 % of the shares and votes present at the meeting, reserved their votes regarding the decision to approve the profit and loss accounts and balance sheets presented in the Annual Report of the parent company and Consolidated accounts of In connection therewith, the Chairman informed that such decision is made through simple majority. (b) (c) The meeting resolved, to approve that the distribution of the Company's outstanding balances in accordance with the Board of Directors proposal, i.e. that 981,633,850 shall be carried forward into the next year. The meeting resolved, to grant directors discharge from liability for the management of the Company for the previous financial year. It was noted that the directors and Managing Director present, also shareholders, waived its rights to vote in the matter of discharge from liability. It was noted that shareholders Bengt Stillström, AB Traction, Ann Stillström, Roland Lööw and Christer Wahlén, representing a total of 1,250,151 shares at the meeting corresponding to 27.3 % of the shares and votes present at the meeting, reserved their votes regarding the decision to discharge the directors from liability for the management of the Company for the previous financial year. In connection therewith, the Chairman informed that such decision is made through simple majority. 9. Presentation from the Nomination committee etc. Chairman of the Nomination committee, Sven A Olsson, briefly presented the Nomination committee's work etc. It was noted that the Nomination committee had been consisted of Sven A Olsson representing shareholder Gunvor Group Ltd, Bengt Stillström representing shareholder AB Traction, Göran Ågerup representing skreholder Ågerup Fastigheter AB and Chairman of the Board, Hans Kristian Rød, elect- 3 (7)

4 ed at the Annual General Meeting The shareholders were given the opportunity to ask questions to the Chairman of the Nomination committee. It was noted that the Nomination committee's proposal for the meeting, presentation of its work and statement explaining the proposal for the Board of Directors had been kept available at the Company's website and been handed out on the meeting. 10. Determination of number of directors, deputy directors and number of auditors Sven A Olsson presented the Nomination committee's proposal regarding the number of directors, deputy directors and the number of auditors. The meeting resolved, in accordance with the Nomination committee's proposal that the Board of Directors, until the next Annual General Meeting, shall consist of four (4) ordinary directors and no deputy directors. The meeting resolved, in accordance with the Nomination committee's proposal, that the Company's auditor shall consist of an audit firm with one Auditor in charge. 11. Remuneration to the Board of Directors and auditor The Chairman informed that the previous Annual General Meeting decided to give directors remuneration of a total of 1,650,000 SEK which was partitioned 550,000 to the Chairman of the Board and 275,000 each of the other directors. Sven A Olsson presented the Nomination committee's proposal of unchanged remuneration to the Board of Directors and auditor. The meeting resolved in accordance with the Nomination committee's proposal to give a directors remuneration of a total of 1,375,000 SEK to be partitioned 550,000 to the Chairman of the Board and 275,000 each of the other directors. The amount includes compensation for any committee work. Furthermore, the meeting resolved that, provided that it is cost- and tax-neutral for the Company a director who meets the tax requirements to account for directors remuneration as income in business shall have the right to invoice its remuneration to the Company with an amount corresponding to the directors remuneration according to law, when applicable, social security contributions and value added tax. The meeting resolved in accordance with the Nomination committee's proposal that the auditor would be compensated in accordance with reasonable and by the Company approved invoices. 4 (7)

5 12. Election of the Board of Directors, Chairman of the Board and Auditor Sven A Olsson presented the Nomination committee's proposal regarding election of Board of Directors and Chairman of the Board and the reasons and motives underlying the proposal. It was noted that information regarding the director proposed to be re-elected were on page 37 in the printed version of the Annual report of 2012 as on the Company website. Information regarding the directors proposed to be re-elected has been held available on the Company's website and handed out among the documents for the meeting today. The proposed directors presented themselves and answered questions from the shareholders. The meeting resolved, in accordance with the Nomination committee's proposal to, until the next Annual General Meeting, re-elect as ordinary director Paul Waern and to elect as new ordinary directors Sven A Olsson, Philippe R Probst and Philippe R Ziegler. Chairman reminded of the Nomination committee's proposal of Chairman of the Board. The meeting resolved in accordance with the Nomination committee's proposal to elect Sven A Olsson as Chairman of the Board. The meeting resolved, furthermore to, in accordance with the Nomination committee's proposal, re-elect Ernst & Young AB as audit firm with the authorized public accountant Björn Ohlsson as Auditor in charge. 13. Decisions on principles for appointing Nomination committee etc. Sven A Olsson presented the Nomination committee's proposal on principles for appointing the Nomination committee for next year's Annual General Meeting. The meeting resolved in accordance with the Nomination committee's proposal that a new Nomination committee shall be elected for next year's Annual General Meeting 2014 mainly in accordance with the previous applied model. This model implies that the Chairman of the Board to be instructed to contact, on 30 th September 2013, the three largest shareholders on 30 th September 2013 according to Euroclear Sweden's share register, and inquire if they would like to appoint a director to the Nomination committee for next year's Annual General Meeting If asked shareholder does not appoint a director or if the shareholder divest substantial portion of its shares before the Nomination committee has had time to constitute, 5 (7)

6 the shareholder that is next in order regarding size and has not been asked shall be asked. The Nomination committee shall consist of the appointed directors together with the Chairman of the Board. The Nomination committee shall within itself appoint a chairman. The names of the Nomination committee directors shall be published, at the latest, six (6) months before the Annual General Meeting will be held The Nomination committee shall comply and fulfil the tasks followed by the corporate governance code and give proposal to the process to appoint a new Nomination committee to the next upcoming Annual General Meeting. If shareholder divest a substantial portion of its shares before the Nomination committee has completed its task, the director appointed of that shareholder shall, if the Nomination committee so decides, resign and be replaced by a new director appointed by the, for that time being, largest shareholder that is not represented in the Nomination committee. If any of the Nomination committee directors would cease to represent the shareholder who appointed the director, or if a director resign before the Nomination committee has completed its task, shall the director, if the Nomination committee so decides, be replaced by a director appointed by the shareholder. If registered ownership otherwise substantially changes before the Nomination committee has completed its task shall, if the Nomination committee so decides, the composition of the Nomination committee change according to the principles stated above. The term of the Nomination committee shall extend until a new committee has been appointed. No compensation shall be given regarding directors work within the tasks of the Nomination committee except for direct expenditures that the Nomination committee directors have had when fulfilling its task. If needed, the Company shall bear reasonable expenses that the Nomination committee deems necessary to fulfil its mandate. 14. Decision on guidelines for remuneration to officer of the Company The Chairman presented the Board of Directors proposal on guidelines for remuneration to officer of the Company. The meeting resolved to adopt the guidelines for remuneration to officer of the Company until the end of next Annual General Meeting 2014 in accordance with the Board of Directors proposal according to Appendix 2. It was noted that Aktiespararna, through Svante Hezekielsson representing 3 shares at the meeting today, reserved their votes regarding the Board of Directors' proposal on guidelines for remuneration to officer of the Company, as Aktiespararna is 6 (7)

7 against variable remuneration to officer of the Company in principle and proposed a lower funding cap for the variable remuneration given, in the order % of the fixed remuneration given to the officer of the Company concerned. It was furthermore noted that shareholder Roland Lööw, representing 1,111 shares at the meeting today, also reserved his votes. 15. Other matters The Chairman informed that no other matters duly reported to the meeting. It was noted that the resigned board members would receive recognition and thanks in particular order. Finally, the CEO of Gunvor Group Ltd, Torbjörn Törnqvist, was given the opportunity to shortly describe the activities which Gunvor Group Ltd conducts. 16. Closing of the meeting The chairman thanked all present for their shown interest and declared the Annual General Meeting of PA Resources closed. In fidem: Ulrika Magnusson/Secretary Approved: Sven Rasmusson (Chairman) P-O Bohman 7 (7)