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2013-04-12 19:06:07 CEST 2013-04-12 19:07:06 CEST REGULATED INFORMATION Atlantic Petroleum P/F - Company AnnouncementResult of Annual General Meeting 12th April 2013Tórshavn, Faroe Islands, 2013-04-12 19:06 CEST (GLOBE NEWSWIRE) -- 1. Petur Even Djurhuus was elected Chairman of the Meeting. 2. The Chairman of the Board presented the Board of Director's statement of the Company's activity during 2012. 3. The audited Annual Accounts were presented and approved by the General Meeting. 4. The General Meeting approved the remuneration to the Board in 1: 2012 and in 2: 2013. 5. It was decided to carry forward the result from 2012 to the next year. 6. The General Meeting approved the proposed changes in Articles of Association of the Company. The proposed changes were: In §16.2 of the Articles of Association of the Company to this: “The Company's ordinary General Meeting elects the Board of Directors, and the members are elected for 1 year at the time. Re-election is allowed. During the transition period the Board Members up for election at the Annual General Meeting 2013 at that time and forwards, will be elected for 1 year at the time and the Board Members up for election at the Annual General Meeting 2014 at that time and forward, will be elected for 1 year at the time”; 1. Two of five Board Members were up for election for a one year period with item 6 at the Annual General Meeting adopted. Birgir Durhuus and Poul R. Mohr were up for election. Birgir Durhuus accepted re-election but Poul R. Mohr did not seek re-election. Barbara Yvonne Holm had accepted nomination to stand for election for a position at the Board of the Company. Birgir Durhuus and Barbara Yvonne Holm were elected. 2. As proposed it was decided to elect JANUAR, løggilt grannskoðaravirki P/F, Hoyvíksvegur 5, 100 Tórshavn as auditors, for the period until the next Annual General Meeting. 3. The General Meeting approved the proposed changes to the authority to the Board of Directors of the Company to buy own shares. The proposed changes were: ”The Board of Directors is in the period from 12th April 2013 to 11th March 2018 authorized to buy own shares. The Board can, on behalf of the Company, buy own shares up to a maximum of 10% of the nominal value of the Company's shares, and at a price which can not deviate more than 10% from the share's price on NASDAQ OMX in Copenhagen at the time of the deal.” 10. The General Meeting approved the proposed changes in Articles of Association. The proposed changes were: A. The current § 3 was changed to: Sub clause 1. The Annual General Meeting has decided to authorize the Company's Board of Directors in the period up to 11th April 2018 - in one or several rounds - to increase the Company's share capital with up to DKK 300,000,000 in nominal value by subscription of new share capital. The increase of the share capital will be made with pre-emptive rights for existing shareholders. The increase of the share capital can be made in cash or fully or partially be made in other values than cash, this including that the Company in connection with the increase of share capital against consideration in shares takes over other existing enterprise, activity or company or shares in another company (merger) that the Company in connection with the increase of share capital without consideration in shares accepts such other values. Payment of increase in the share capital can further fully or partially be made by way of debt conversion. Sub clause 2. For subscription of new share capital based on authority in this clause the following conditions shall apply: 1. The share capital will have the same rights in the Company as the existing share capital; 2. the shares shall be made out to a named holder and are negotiable; 3. the shareholders are not obliged to redeem their shares; 4. The shares have a nominal value of DKK 100. - and multiple hereof. 5. In case of an oversubscription the Company's Board of Directors is free to decide how the share capital offered for subscription - which is not subscribed as of pre-emption rights of subscription - shall be divided among those, who have offered to subscribe B. This new § 3 A was added: Sub clause 1. The Annual General Meeting has decided to authorize the Company's Board of Directors in the period up to 11th April 2018 - in one or several rounds - to increase the Company's share capital with up to DKK 300,000,000 in nominal value by subscription of new share capital. The increase of the share capital will be made without pre-emptive rights for existing shareholders and will be at market price. The increase of the share capital can be made in cash or fully or partially be made in other values than cash, this including that the Company in connection with the increase of share capital against consideration in shares takes over other existing enterprise, activity or company or shares in another company (merger) that the Company in connection with the increase of share capital without consideration in shares accepts such other values. Payment of increase in the share capital can further fully or partially be made by way of debt conversion. Sub clause 2. For subscription of new share capital based on authority in this clause the following conditions shall apply: 1. The share capital will have the same rights in the Company as the existing share capital; 2. the shares shall be made out to a named holder and are negotiable; 3. the shareholders are not obliged to redeem their shares; 4. The shares have a nominal value of DKK 100.- and multiple hereof. 5. In case of an oversubscription the Company's Board of Directors is free to decide how the share capital offered for subscription shall be divided among those, who have offered to subscribe. C. Deletion of expired authorizations to the Board In addition to these changes § 3 B, 3 C and 3 D was deleted, as these authorizations to the Board have expired without having been exercised. At a Board Meeting held immediately after the Annual General Meeting, the Board constituted itself with Birgir Durhuus as Chairman and Jan Edin Evensen as Deputy Chairman. The Articles of Association in Faroese and the English translation will be available on the Company website later. Attached to this announcement is presentation from the Annual General Meeting. Further Details Further details can be obtained from Ben Arabo, CEO, tel +298 350 100 (ben.arabo@petroleum.fo). This announcement will be available, together with other information about Atlantic Petroleum, on the Company's website: www.petroleum.fo. On the website, it is also possible to sign up for the Company's e-mail newsletter. Announcement no. 18/2013 Issued 12-04-2013 P/F Atlantic Petroleum Yviri við Strond 4 P.O. Box 1228 FO-110 Tórshavn Faroe Islands |
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