Current Report No. 29/2011 Date: 2011-05-12 Title: Appointment of the directors for the next term Issuer s trading name: KOV Legal basis: Article 56, Section 1, Item 2 Act on Public Offering current and periodical information Content: The Board of Directors of KULCZYK OIL VENTURES INC. ( Issuer, or Company ) announces that on May 11, 2011, the Meeting of Shareholders of the Company (the Meeting ) adopted the resolution, pursuant to which until the next annual meeting of Shareholders the Board of Directors of the Company will consist of eight elected members ( Directors ). The following persons have been elected by the Meeting as the directors of the Company: Timothy M. Elliott, Norman W. Holton, Gary R. King, Jan J. Kulczyk, Manoj N. Madnani, Michael A. McVea, Dariusz Mioduski and Stephen C. Akerfeldt. The directors have been elected to hold such office until the next annual meeting of Shareholders or until their successors are duly elected or appointed. Two of the Corporation s eight directors, being Messrs. King and McVea, are independent (as defined in National Instrument 58-101 Corporate Governance Disclosure). The Board has concluded that Messrs. Elliott and Holton, as executive officers of the Corporation, Messrs. Kulczyk, Madnani and Mioduski, as executive officers of KI (which owns approximately 49.84% of the issued and outstanding Shares of the Corporation), are not independent. To facilitate the exercise of independent judgement in carrying out its responsibilities, the board has ensured that all of its committees are comprised of independent directors, or, in the case of Mr. Madnani s membership on the Compensation & Corporate Governance Committee, that he is independent of Board of Directors of the Corporation. The Company is providing the information below regarding the appointed directors pursuant to 28 of the Ordinance of the Ministry of Finance dated 19 February 2009 on current and periodical information published by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognized as equivalent. Timothy M. Elliott Date of first appointment: 10 April 2001 Kulczyk Oil Ventures Inc. 1170, 700-4th Avenue SW Calgary, Alberta, T2P 3J4 Canada Tel: +403 264 8877 Fax: +403 264 8861 www.kulczykoilventures.com
Mr. Elliott has been President and Chief Executive Officer of the Corporation since February 2006 and a director of the Corporation since April 2001. Prior thereto, he was a director and member of the management group of Nemmoco Petroleum Corporation, a private international oil and gas company based in Dubai, United Arab Emirates (since January 1998). Mr. Elliott received his Bachelor of Arts degree from St. Francis Xavier University, Antigonish, Nova Scotia, Canada, in 1982 and graduated with a Bachelor of Laws degree from the University of Ottawa, Ottawa, Ontario, Canada, in 1985. Timothy M. Elliott does not pursue any directly competitive activity towards the Issuer. He is or any other directly competitive legal person. Timothy M. Elliott has not been entered into the register of insolvent debtors (Rejestr Dłużników Norman W. Holton Date of first appointment: 30 July 1993 Mr. Holton has been Vice Chairman of the Board of Directors of the Corporation since December 10, 2008. Prior thereto, he was Executive Chairman of the Corporation (since May 2007) and Chairman and Chief Executive Officer of the Corporation (from 1995 to February 2006). Mr. Holton was the founder and Chairman of TUSK Energy Corporation, a public Canadian oil and gas company, from November 2004 to December 2006 and was its Chief Executive Officer from November 2005 to December 2006. Prior thereto Mr. Holton was founder and Chairman and Chief Executive Officer of TKE Energy Trust, a public Canadian oil and gas trust, from November 2004 to November 2005 and prior thereto he was the founder, President and Chief Executive Officer of TUSK Energy Inc., also a public Canadian oil and gas company for more than ten years. Mr. Holton graduated from the University of Saskatchewan, Saskatoon, Saskatchewan, Canada, in 1972 with an Advanced Bachelor of Sciences degree. Norman W. Holton does not pursue any directly competitive activity towards the Issuer. He is or any other directly competitive legal person. Norman W. Holton has not been entered into the register of insolvent debtors (Rejestr Dłużników Gary R. King Date of first appointment: 25 October 2007
Mr. King has been an independent consultant since March 5, 2009. Prior thereto, he was the Chief Executive Officer of Dubai Natural Resources World, a private investment fund owned by the Government of Dubai (since September 1, 2008). Before that he was Chief Executive Officer of the Dubai Mercantile Exchange (from December 2005 to August 2008), a Senior Vice President of Macquarie Bank (from July 2005 to December 2005) and Managing Director of Matrix Commodities, a private trading company (from November 2004 to July 2005). Mr. King graduated from Imperial College, Royal School of Mines, London University, London, United Kingdom with a Masters Degree in Petroleum Exploration Geology in 1983. Gary R. King holds the office of the Director of the Company; however he is not an executive director. He is also a member of the Audit Committee, Compensation & Corporate Governance Committee and Reserves Committee. Gary R. King does not pursue any directly competitive activity towards the Issuer. He is neither a shareholder in a directly competitive partnership nor a member of the body of a company or any other directly competitive legal person. Gary R. King has not been entered into the register of insolvent debtors (Rejestr Dłużników Jan J. Kulczyk Date of first appointment: 10 December 2008 Dr. Kulczyk has been President of the Supervisory Board of Kulczyk Investments S.A. since December 2007. He is also the President of the Supervisory Board of (i) Kulczyk Holding S.A., a private investment company (since June 1997); (ii) Autostrada Wielkopolska S.A., a private infrastructure company (since 1992); (iii) Skoda Auto Polska S.A., a private car dealer and importer (since 1994); and (iv) AWSA Holland II BV, a private infrastructure company (since November 2000). In the last five years Dr. Kulczyk has also been President of the Supervisory Board of (i) Autostrada Eksploatacja S.A., a private motorway operating company (from October 2000 to February 2006); (ii) Towarzystwo Ubezpieczen i Reasekuracji WARTA S.A., a public insurance company (from December 1993 to June 2006); (iii) Kompania Piwowarska S.A., a private brewing company (from 1999 to 2009); and (vi) Telekomunikacja Polska S.A., a public telecommunications company (from October 2000 to April 2006). Dr. Kulczyk is also a shareholder of Luglio Limited, a private investment company. Dr. Kulczyk received his doctoral degree in international law from Adam Mickiewicz University, Poznan, Poland in 1975. Jan J. Kulczyk holds the office of the Director of the Company; however he is not an executive director. Dr Jan J. Kulczyk does not pursue any directly competitive activity towards the Issuer. He is neither a shareholder in a directly competitive partnership nor a member of the body of a company or any other directly competitive legal person, other than activity pursued within the framework of KOV Group.
Dr Jan J. Kulczyk has not been entered into the register of insolvent debtors (Rejestr Dłużników Manoj N. Madnani Date of first appointment: 25 October 2007 Mr. Madnani has been Managing Director and a Board Member of Kulczyk Investments S.A. (Luksemburg) and related companies since June 2007. Prior to joining the Board of Directors of Kulczyk Investments S.A. he was Managing Director of The Marab Group, an oil and gas consultancy and investment banking firm based in Kuwait focusing on sovereign energy security and global investments in the energy sector (from July 2005 to May 2007). Currently he serves as: (i) member of the Supervisory Board of Polenergia S.A., a private company engaging in transmission of and trade in electricity and natural gas; (ii) alternate member of the Board of Directors of Aurelian Oil&Gas PLC. Mr. Madnani graduated from Babson College, Massachusetts, USA in 1991 with a Bachelor of Science degree in international finance and marketing. Manoj N. Madnani holds the office of the Director of the Company; however he is not an executive director. He is also a member of the Compensation & Corporate Governance Committee. Manoj N. Madnani does not pursue any directly competitive activity towards the Issuer. He is or any other directly competitive legal person, other than activity pursued within the framework of KOV Group. Manoj N. Madnani has not been entered into the register of insolvent debtors (Rejestr Dłużników Michael A. McVea Date of first appointment: 10 February 2006 Mr. McVea has been a retired barrister and solicitor since 2004. Mr. McVea received his Bachelor of Laws degree from the University of British Columbia in Vancouver, Canada in 1974. Michael A. McVea holds the office of the Director of the Company; however he is not an executive director. He is also a member of the Audit Committee, Compensation & Corporate Governance Committee and Reserves Committee. Michael A. McVea does not pursue any directly competitive activity towards the Issuer. He is or any other directly competitive legal person.
Michael A. McVea has not been entered into the register of insolvent debtors (Rejestr Dłużników Dariusz Mioduski Date of first appointment: 10 December 2008 Mr. Mioduski has been President and Chief Executive Officer of the Management Board of Kulczyk Investments S.A. since December 2007 and President of the Management Board of Kulczyk Holding S.A., a private investment holding company since May 2007. Prior to this he was an executive partner at CMS Cameron McKenna, an international law firm, in Warsaw, responsible for the entire Energy and Infrastructure Projects sector (since November 1997). He is currently (i) Chairman of the Supervisory Board of Polenergia S.A., a private company dealing with energy and gas distribution and trading (since October 2007); (ii) Chairman of the Supervisory Board of PEKAES S.A., a public transport and logistics company (since September 2009) and member of the Supervisory Board of PEKAES (since June 2009); (iii) a member of the Supervisory Board of Autostrada Wielkopolska S.A., an infrastructure company (since July 2007); (iv) a member of the Supervisory Board of Autostrada Eksploatacja S.A. (since July 2007); and (v) member of the board of directors of Aurelian Oil & Gas PLC (since March 2009). Mr. Mioduski graduated with a Juris Doctor degree from the Harvard Law School, Massachusetts, USA in 1990. Dariusz Mioduski holds the office of the Director of the Company; however he is not an executive director. Dariusz Mioduski does not pursue any directly competitive activity towards the Issuer. He is neither a shareholder in a directly competitive partnership nor a member of the body of a company or any other directly competitive legal person, other than activity pursued within the framework of KOV Group. Dariusz Mioduski has not been entered into the register of insolvent debtors (Rejestr Dłużników Stephen C. Akerfeldt Date of first appointment: 16 March 2011 Stephen C. Akerfeldt has been President and CEO of Ritz Plastics Inc., a private company producing plastic parts, chiefly for the automotive industry, using injection molding process, since 1999. Prior to that, from June 2007 to February 2011, he was President and CEO of Firstgold Corp., a company prospecting for gold, and also Managing Director of Firstgold Corp. from January 2008 to July 2009. In 1990, Stephen C. Akerfeldt founded Grayker Corporation, a private company owning a large chain of dry cleaners, which he operated together with another partner until selling it in 2003.
Before that he was Vice President and CFO of Magna International Inc. In 1965, Stephen C. Akerfeldt started working for Coopers & Lybrand (now Price Waterhouse Coopers), where he worked until 1987. In 1969, he became an auditor and in 1974 a partnerem. Mr. Akerfeldt graduated from the University of Waterloo in Waterloo, Ontario, Canada, in 1966. Stephen C. Akerfeldt holds the office of the Director of the Company; however he is not an executive director. He is also a member of the Audit Committee and Reserves Committee. Stephen C. Akerfeldt does not pursue any directly competitive activity towards the Issuer. He is or any other directly competitive legal person, other than activity pursued within the framework of KOV Group. Stephen C. Akerfeldt has not been entered into the register of insolvent debtors (Rejestr Dłużników Detailed legal basis: 5 section 1 item 22 of the Regulation of the Ministry of Finance dated 19 February 2009 on current and periodical information published by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognized as equivalent.