Vostok Nafta Investment Ltd
Notice of Annual General Meeting in Vostok Nafta Investment Ltd

DGAP-News: Vostok Nafta Investment Ltd /

14.04.2014 / 16:00

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Stockholm, 2014-04-14 16:00 CEST (GLOBE NEWSWIRE) -- 

Notice is hereby given to the holders of depository receipts in respect of
shares in Vostok Nafta Investment Ltd ('Vostok Nafta' or the 'Company') that an
Annual General Meeting (the 'Meeting') of shareholders shall be held on
Wednesday, 14 May 2014 at 9 am in Kreugersalen at Tändstickspalatset, Västra
Trädgårdsgatan 15 in Stockholm, Sweden. 



Notice to attend etc.

Holders of depository receipts wishing to attend the Meeting shall:

(1)  be listed in the register of holders of depository receipts kept by
Euroclear Sweden AB on Thursday, 8 May 2014; and 

(2)  notify the Company of the intention to attend the Meeting not later than
Friday, 9 May 2014 by mail at the address Annual General Meeting, Vostok Nafta,
c/o Computershare, Box 610, SE-182 16 Danderyd, Sweden, by telephone +46 8 518
01 552 or by e-mail to agm2014@vostoknafta.com. The holder of depository
receipts shall state his name, personal or company identification number,
address as well as telephone number. If a holder of depository receipts intends
to be represented by proxy, the name of the proxy holder shall be stated. 

Holders of depository receipts represented by proxy shall issue dated and
signed power of attorney for the proxy. If the power of attorney is issued on
behalf of a legal entity, a certified copy of a registration certificate or a
corresponding document for the legal entity shall be appended. The power of
attorney in original and, where applicable, the registration certificate should
be submitted to the Company by mail at the address set forth above well in
advance of the Meeting. The form to use for a power of attorney can be found on
www.vostoknafta.com. 

Holders of depository receipts who hold their receipts through nominees (Sw.
förvaltare) must request a temporary registration of the voting rights in order
to be able to participate at the Meeting. Holders of depository receipts who
want to obtain such registration must contact the nominee regarding this well
in advance of Thursday, 8 May 2014. 

Voting forms will be distributed to the holders who have complied with the
above requirements and the voting form must be brought to the Meeting. 



Proposed agenda

1.   Election of Chairman for the Meeting.

2.   Preparation and approval of voting list.

3.   Approval of the agenda.

4.   Election of one or two persons to check and sign the minutes.

5.   Resolution that the Meeting has been duly convened.

6.   Presentation by the Managing Director.

7.   Presentation of the annual report and the auditor's report as well as the
consolidated annual report and the consolidated auditor's report. 

8.   Resolution in respect of

(a)  the adoption of the profit and loss account and the balance sheet as well
as the consolidated profit and loss account and the consolidated balance sheet;
and 

(b)  the appropriation of the Company's results according to the adopted
balance sheet. 

9.   Determination of the number of Directors and auditors.

10.  Determination of remuneration to the Directors and the auditors.

11.  Election of Directors and auditors.

12.  Resolution to appoint the Nomination Committee.

13.  Resolution regarding remuneration principles for the senior management.

14.  Proposal from holder of depository receipts on name change.

15.  Closing of the Meeting.







Chairman for the Meeting (item 1)

The Nomination Committee, consisting of Jonathan Green (Luxor Capital Group
LP.), Leif Törnvall (Alecta) and Annika Andersson (Swedbank Robur funds)
proposes that Bertil Villard, member of the Swedish Bar Association, is elected
as Chairman for the Meeting. 



The appropriation of the Company's results (item 8b)

The Board of Directors proposes that no dividend shall be paid for the
financial year 2013. 



Election of Directors etc. (items 9-11)

The Nomination Committee proposes that the Board of Directors shall consist of
four (4) Directors without any deputy members. The Nomination Committee
proposes, for the period until the next Meeting, the re-election of all of the
current Directors: Per Brilioth, Lars O Grönstedt, Josh Blachman and Keith
Richman. The Nomination Committee proposes that the Meeting shall appoint Lars
O Grönstedt to be Chairman of the Board. 



The Nomination Committee proposes a total Board remuneration (including
remuneration for the work within the committees of the Board) of SEK 1,300,000
(unchanged), of which SEK 800,000 shall be allocated to the Chairman of the
Board and SEK 250,000 to each of the other Directors who are not employed by
the Company, and that, in line with recent Swedish capital market practice,
Directors who so wish shall be permitted to invoice the Company for their Board
fees in an amount that is cost neutral to the Company, provided any Director
who does so is solely liable for any tax effects. 

Finally, the Nomination Committee proposes that the Company's auditor, the
registered audit company PricewaterhouseCoopers AB be re-elected until the end
of the next annual general meeting and remunerated upon approval of their
invoice. 



Nomination committee (item 12)

The Nomination Committee proposes a procedure for appointing the Nomination
Committee for the purposes of the Annual General Meeting in 2015, as per the
following: 

A Nomination Committee shall be established consisting of representatives from
the three largest holders of depository receipts in the Company. The ownership
shall be based on the statistics from Euroclear Sweden AB over holders of
depository receipts as per the last business day in August 2014. The names of
the members of the Nomination Committee shall be announced as soon as they have
been appointed, which shall take place no later than six months prior to the
annual general meeting in 2015. In case of a material change in ownership prior
to completion of the work to be performed by the Nomination Committee, it shall
be possible to change the composition of the Nomination Committee. The
Nomination Committee's mandate period extends up to the appointment of a new
Nomination Committee. The Nomination Committee shall appoint a Chairman among
them. If the representatives cannot agree upon appointment of Chairman, the
representative representing the holder of depository receipts with the largest
number of votes shall be appointed as Chairman. The Nomination Committee shall
prepare proposals for the following decisions at the Annual General Meeting in
2015: (i) election of the Chairman for the Meeting, (ii) election of Directors,
(iii) election of the Chairman of the Board of Directors, (iv) remuneration to
the Directors, (v) election of the Company's auditors (vi) compensation to the
Company's auditors, and (vii) proposal for how to conduct the nomination
process for the Annual General Meeting in 2016. 



Remuneration principles for the senior management (item 13)

The Board of Directors proposes that the Meeting resolves to approve the
following management remuneration principles etc. The remuneration to the
Managing Director and other members of the senior management shall consist of
fixed salary, variable remuneration, other benefits and pension benefits.
Except for the Managing Director, the senior management currently includes two
individuals. The total remuneration shall correspond to the prevailing market
conditions and be competitive. The fixed and variable remuneration shall
correspond to the respective individual's responsibility and authority. The
variable component should, in the first instance, be covered within the
parameters of the Company's option plan and shall, where payable in other
instances, be subject to an upper limit in accordance with market terms and
specific objectives for the Company and/or the individual. The period of notice
of termination of employment shall be three to six months in the event of
termination by the member of the senior management. In the event of termination
by the Company, the total of the period of notice of termination and the period
during which severance compensation is payable shall not exceed 12 months.
Pension benefits shall be either benefit-based or contribution based or a
combination thereof, with individual retirement ages. Benefit based pension
benefits are conditional on the benefits being earned during a pre-determined
period of employment. The Board of Directors shall be entitled to deviate from
these guidelines in individual cases should special reasons exist. 



Proposal from holder of depository receipts on name change (item 14)

The holder of depository receipts Arne Svahn proposes that the Meeting resolves
to change the name of the Company to better reflect the current operations of
the Company. 



Miscellaneous

The annual accounts and the auditors' report will be available at the Company's
office at Hovslagargatan 5 in Stockholm, Sweden and at its website
www.vostoknafta.com. 



Stockholm in April 2014



Pareto Securities AB



The Board of Directors of Vostok Nafta Investment Ltd
News Source: NASDAQ OMX


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Language:    English                      
Company:     Vostok Nafta Investment Ltd  
 
 
             Sweden                       
ISIN:        SE0002056721                 
 
 
End of News    DGAP News-Service  
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263168 14.04.2014