SUMMONS TO THE ORDINARY GENERAL ASSEMBLY IN NORDIC PETROLEUM AS

Transcription

1 To the shareholders in SUMMONS TO THE ORDINARY GENERAL ASSEMBLY IN NORDIC PETROLEUM AS ****** All Shareholders in are hereby summoned to the Ordinary General Assembly on at hours At the Victoria Hotel, Turngt. 3, 1606 Fredrikstad, Norway. Before the start of the actual meeting a presentation regarding the status and plans of the company will be held. The presentation will start at hours with duration of approx. 45 minutes, followed by a short break before the General Assembly starts at hours. PROVISIONAL AGENDA AGENDA ITEMS MAY BE PUT FORWARD NO LATER THAN The Agenda of the Assembly is as follows: 1. Opening of the General Assembly by the Chairman of the Board. 2. Register of all participating shareholders and authorised representatives with Power of Attorney. 3. Election of chairman for the General Assembly and a co-signer of the Minutes of the Meeting. 4. Approval of the Summons and Agenda for the meeting. 5. Approval of the Yearly Accounts and the Annual Report for Establishing the Board members directors' fees 2011/ Determining the Auditor s fee for Election of a new Board of Directors If there are matters shareholders wish to be discussed in the General Assembly, such agenda items must be received by the company either by or letter no 1

2 later than Friday, Then the board will consider the proposal and issue a final agenda and summons. Please use the following s; [email protected] and/or [email protected] All proposals to the General Assembly regarding items 5 8 (and any new items) in the agenda will be made available on the company website about 2 weeks before the meeting. The yearly accounts are distributed electronically via the website: They will also be handed out in the meeting. has quite a large number of shareholders. In order to simplify the formal control of shareholders and authorised representatives with power of attorney, the Shareholders who are participating in the ordinary General Assembly are required to fill in the enclosed Participation Form and return it to: P.O.box 124 Begby N-1638 Gamle Fredrikstad Attn.: Mr. Arild Tolfsen, CEO [email protected] The Participation Form must be received by the Company within April 23 rd, 2012 at hours. All Shareholders who themselves are prevented from participation have the right to participate by authorised representative with written and dated proxy. Such authorization must be received no later than April 23 rd, 2012 at hours. The Proxy may also be given to the Chairman of the Board. Fredrikstad Øistein Nyberg Chairman of the Board 2

3 AGENDA ITEM NO 5: Attachments and recommendations for approval Approval of the Yearly Accounts, profit and loss and balance sheet, notes and the Annual Report for 2011 as well as the Auditors Report. We refer to the yearly accounts, profit and loss and balance sheet, notes and the Annual Report for 2011 as well as the Auditors Report, which are available on the website and handed out before the meeting. According to the Statute 11, documents to be submitted for consideration by the AGM are available for review on the company website. The General Meeting Approves the yearly accounts, profit and loss and balance sheet, notes and the Annual Report for 2011 as well as the Auditors Report. AGENDA ITEM NO 6: Establishing the Board members directors fees In line with previous years practice the following directors fees for 2011/12 are proposed: Payment to the Chairman Øistein Nyberg kr ,- Payment to each Board Member kr ,- (Per Gunnar Løge, Kjell Øivind Hansen and Svein Ove Bjørnestad) The Annual General Meeting approves the proposed Board compensation for 2011/12 with NOK ,- to the chairman and NOK ,- to each board member. AGENDA ITEM NO 7: Determining the Auditors fee The Auditors fee is approved according to the invoice. The Auditors fee is approved according to the invoice. AGENDA ITEM NO 8: Election of a new Board of Directors 3

4 In the current situation, the company is emphasizing continuity and considers it may be advantageous that the current Board continues. There is also an objective to establish a board that has the necessary background and experience in the industry, and thus be best suited to the tasks and challenges going forward. The General Assembly approves the recommendation of the new board of as: - Chairman Øistein Nyberg (re-elected 2 years) - Director Kjell Øyvind Hansen (re-elected 2 years) - Director Svein Ove Bjørnestad (re-elected 2 years) - Director Per Gunnar Løge (re-elected 2 years) 4

5 ATTACHMENT NO 2 to the Summons PARTICIPATION FORM The undersigned hereby confirms that I will participate in the Ordinary General Assembly in the company on April 26 th, 2012, at hours. I own. I have Power of Attorney for: (please enclose the Power(s) of Attorney) shares shares Signature: Name/Company/Tel.No: (capital letters) Place/ Date: The Participation Form must be returned to: P.O.Box 124 Begby N GAMLE FREDRIKSTAD Norway Attn.: CEO, Mr. Arild Tolfsen [email protected] If you wish to attend the Ordinary General Assembly, the Meeting Participation Form must be mailed to the company and be received prior to the meeting, not later than April 23 rd, 2012 at h. If the Participation Form has not been received within this deadline, your admission to the meeting may be denied. Powers of Attorney, for the Meeting (copies) or voting for other shareholders, should be attached this form, and the Original Power of Attorney brought to the meeting. 5

6 ATTACHMENT NO 3 to the Summons POWER OF ATTORNEY As the owner of shares in, I hereby give (mark with an X) Øistein Nyberg (Chairman of the Board) (Fill in name and person ID no. capital letters) Power of Attorney to represent me and vote on my behalf for my number of shares in the Ordinary General Assembly in on April 26 th, 2012 at hours. If neither of the alternatives above has been marked with an X, it is assumed that the Power of Attorney is given to the Chairman Øistein Nyberg. If the Power of Attorney has been given to the Chairman Øistein Nyberg, he has the right to appoint one of the other Board Members or a representative from the Management to represent the number of shares and vote for these during the meeting. Signature: Name/Company/Tel.No: Place/ Date: (capital letters) The Power of Attorney is returned to: P.O.Box 124 Begby N GAMLE FREDRIKSTAD Norway Attn.: Mr. Arild Tolfsen, CEO [email protected] If the Power of Attorney is given on behalf of another company or legal person, a Company Certificate (firmaattest) and/or Power of Attorney must be enclosed, showing that the signee has been authorised to give this Power of Attorney. 6