CORRAL PETROLEUM HOLDINGS AB (PUBL) - Preem

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Energy AB, Huda Trading AB, the Swedish-Russian Chamber of Commerce, Boliden AB och Norstel AB. Beforejoining Preem, Mr. Löw worked for almost 27 years for the American oil company Conoco Inc., later renamedConocoPhillips, where he held a number of top management positions. He has been based in Europe, Asia and theUnited States, covering, for example, marketing, supply and trading, refining and finance. He was a member ofConoco’s European and Asian leadership teams, a director of several local affiliates and Chairman of Conoco’s Nordicoperations.Jason Milazzo has been Vice Chairman of the Board of Corral Petroleum Holdings since November 2009.Mr. Milazzo has also been the First Vice Chairman of the Board of Preem since August 2009. Mr. Milazzo waspreviously with Morgan Stanley & Co. for 13 years and held various senior management positions in its InvestmentBanking Division, including co-head of Global Natural Resources Group and Global Head of Corporate Finance Group.Mr. Milazzo is also Vice Chairman of the Board of Svenska Petroleum Exploration AB, Chairman of the Board of CorralMorocco Gas & Oil and the Vice Chairman of SAMIR.Sven-Erik Zachrisson has been a director of Preem since 1992. From March 2005 until August 2009,Mr. Zachrisson served as First Vice-Chairman of the Board of Preem, and between 1996 and March 2005 he wasChairman of the Board of Preem. Prior to that, between 1992 until 1996, Mr. Zachrisson was President and ChiefExecutive Officer of Preem and between 1987 and 1992 he was Manager of Group Development at Preem. Currently,Mr. Zachrisson devotes approximately 15-20% of his time to Preem. Since 2009, he has also served as Chairman of theBoard of Petrogrand AB, a publicly listed company. He was the President and Chief Executive Officer of SvenskaPetroleum Exploration from 1996 until 2008. Mr. Zachrisson has been active in the petroleum business since 1976.Ghazi Habib has been a director of Preem since 1994. He was President of Corral Petroleum Holdings from1994 to 1999. He is also a director of SAMIR and Svenska Petroleum Exploration. Between 1988 and 1994, Dr. Habibserved as Senior Vice-President of Saudi Arabian Marketing and Refining Company (“SAMAREC”). He has alsoserved as the deputy governor in Petromin, a general Petroleum and Minerals organization. Dr. Habib is an associateprofessor of Industrial Management at King Fahd University of Petroleum and Minerals. Dr. Habib was the Chairman ofthe Board of Fortuna Co. in Lebanon and a director of Naft Services Co. in Saudi Arabia.Cristian Mattsson has served as an employee representative on the Board of Preem since 2003. Mr. Mattssonhas been employed as a technician at Preemraff Lysekil since 1988.Bassam Aburdene has been a director of Corral Petroleum Holdings since 2007. Mr. Aburdene has also been adirector of Preem since 2001. In addition, Mr. Aburdene has been a director of SAMIR since 1996 and of FortunaHoldings Company, which is a wholly owned subsidiary of Moroncha Holdings, which, in turn, is wholly owned byMr. Al-Amoudi, since 1995. Mr. Aburdene was also a director of Midroc Scandinavia AB until 2002. Since 1985, hehas been a principal shareholder of the Capital Trust Group, which, through its subsidiaries, has provided internationalmerchant and investment banking services to Former Corral Petroleum Holdings, Preem, and other companies related toMr. Al-Amoudi. See “Related Party Transactions.” Mr. Aburdene is also a director of a number of publicly andprivately held companies, including SAMIR and Corral Morocco.Andreas Viefhaus has been Executive Vice President, Head of Sales and Marketing of Preem sinceJanuary 2008. He joined the company in May 2005 as head of the retail division. Before joining Preem, Mr. Viefhausheld several senior management positions as marketing director at Schwarzkopf & Henkel and Henkel KGaA.Mr. Viefhaus is a member of the Swedish-German Chamber of Commerce in Stockholm.Martina Smedman has been Senior Vice-President, Human Resources of Preem since January 2008.Ms. Smedman has been part of management teams in several large international corporations since 1989, mainly inhuman resources, but also including management positions in sales and marketing.Lennart Sundén has been a director of Preem since 2005. Mr. Sundén is presently the chairman of Aura LightInternational AB. He was the President and Chief Executive Officer of Sanitec Corporation from 2005 to 2006, thePresident and Chief Executive Officer of Swedish Match AB from 1998 to 2004, and was employed in a number ofpositions with AB Electrolux from 1977 to 1998.Per Olsson has been Executive Vice-President, Refining since 2007. Since 1981, Mr. Olsson has held variouspositions at Preemraff Gothenburg and was Managing Director of Preemraff Gothenburg from 1992 to 2001 andManaging Director of Preemraff Lysekil from 2001 until 2007.Jan Henricsson has served as an employee representative on the Board of Preem since 2006. Mr. Henricssonhas been working in the credit department of Preem since 1988.Magnus Heimburg has been Executive Vice-President and Chief Financial Officer of Preem since April 30,2007. Magnus Heimburg was the Vice-President, Corporate Control and Treasury, for Swedish Match from October 4,1999 through April 30, 2007. Mr. Heimburg also has been a director of Sunpine AB since June 11, 2008.Ingrid Bodin joined Preem in 1988 and has served as Manager of Production Planning and Manager of Business47
Development. Since 2006, she has served as Executive Vice-President, Supply & Trading. Ms. Bodin is also directorand Chairman of Preem Gas AB, a company in which Preem has a 70% interest.Eva Lind Grennfelt has been employed as a technician at Gothenburg since 2003 and has served as an employeerepresentative on the board of Preem since 2008.Eivind Simonsen has been employed as a technician at Gothenburg since 1990 and has served as an employeerepresentative on the board of Preem since 2008.Board of Directors of Corral Petroleum Holdings and PreemThe board of directors of Corral Petroleum Holdings currently has four members: Bassam Aburdene, RichardÖhman as Managing Director, Jason Milazzo as Vice Chairman and Mohammed Hussein Al-Amoudi as Chairman.Under its articles of association, Corral Petroleum Holdings is required to have a minimum of three directors and amajority of the directors must be present for there to be a quorum. Directors are appointed at each annual generalshareholders’ meeting and serve until the end of the next annual general shareholders’ meeting, unless they retire or arereplaced during that period. The current directors of Corral Petroleum Holdings are designees of its parent company,Moroncha Holdings, and were elected at Corral Petroleum Holdings’ 2010 annual general shareholders’ meeting on May26, 2010 and will serve until the end of the 2011 annual general shareholders’ meeting. Directors may be removedwithout cause by a resolution of the shareholders. The directors of Corral Petroleum Holdings have the power to managethe business and to use all of the powers of the company not inconsistent with Corral Petroleum Holdings’ articles ofassociation and the Swedish Companies Act. Corral Petroleum Holdings has not entered into any service contracts withany of its directors or any directors of its subsidiaries providing for benefits upon termination of employment.The board of directors of Preem currently has 14 members, including two directors who are employeerepresentatives and two deputy members who are also employee representatives. Under its articles of association, theboard of directors must have a minimum of three directors and not more than fifteen directors, with not more than eightdeputy directors. A majority of the directors must be present for there to be a quorum. All directors except fortwo employee representatives are designees of Corral Petroleum Holdings and are appointed at each annual generalshareholders’ meeting and serve until the end of the next annual general shareholders’ meeting, unless they retire or arereplaced during that period. The two directors and the two deputy directors who are employee representatives areappointed by the labor unions that represent Preem’s employees and serve until the labor unions appoint newrepresentatives. The current directors of Preem were appointed on May 26, 2010 to serve until the end of the Preem2011 annual general shareholders’ meeting (which was held on March 30, 2011, at which time the current directors werere-elected to serve until the end of the Preem 2012 annual general shareholders’ meeting). Directors elected at ashareholders’ meeting may be removed without cause by a resolution of the shareholders. The directors of Preem havethe power to manage the business and to use all of the powers of the company not inconsistent with Preem’s articles ofassociation and the Swedish Companies Act. Other than as described in “—Executive Compensation” below, Preem hasnot entered into any service contracts with any of its directors or any directors of its subsidiaries providing for benefitsupon termination of employment. Its board of directors has established an audit committee and a compensationcommittee. As of December 31, 2010, the members of the audit committee were Sven-Erik Zachrisson, Per Höjgård andLennart Sundén. As of December 31, 2010, the members of the compensation committee were Sven-Erik Zachrisson,Richard Öhman and Lennart Sundén. The current members of the audit committee as of March 30, 2011 are Sven-ErikZachrisson and Per Höjgård. As of March 30, 2011, the compensation committee was dissolved and there are no currentmembers.Under the Swedish Companies Act, a director may not take part in decisions relating to agreements between thecompany and each of the following:that director;a third party, if that director has a material interest that may conflict with the interest of the company; anda legal entity that is represented by that director.If the director directly or indirectly owns all shares in the company, however, the above restrictions do notapply. Moreover, the third restriction does not apply if the counterparty to the company is a member of the samecorporate group.Compensation for the directors of Corral Petroleum Holdings and Preem is determined at their respective annualgeneral shareholders meetings. Corral Petroleum Holdings and Preem also pay for all travel, hotel and other expensesincurred by their respective directors in connection with their attendance at board meetings or otherwise in relation to thedischarge of their duties.Executive CompensationCorral Petroleum Holdings paid no compensation to its directors and executive officers in 2010. The company48
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TABLE OF CONTENTSDisclosure Regardi
Page 5: which was merged into Preem on Octo
Page 8 and 9: RISK FACTORSThe risk factors below
Page 10 and 11: the cost of exploring for, developi
Page 12 and 13: purchase a minimum of 10% to 20% of
Page 14 and 15: market price at the time of settlem
Page 16 and 17: Notes, we would try to obtain waive
Page 18 and 19: are reasonable grounds for believin
Page 20 and 21: civil liability, whether or not pre
Page 22 and 23: SELECTED CONSOLIDATED FINANCIAL DAT
Page 24 and 25: MANAGEMENT’S DISCUSSION AND ANALY
Page 26 and 27: Year ended December 31,%2008 2009 C
Page 28 and 29: arrel in February, increased to app
Page 30 and 31: (1) Includes sales by our supply an
Page 32 and 33: SEK 5,519 million, from a loss of S
Page 34 and 35: Cash flow used in investment activi
Page 36 and 37: Restrictions on transfers of fundsW
Page 38 and 39: Variable rate debt—amount due .
Page 40 and 41: As of December 31, 2008, SEK 21,999
Page 42 and 43: Our StrengthsOur competitive streng
Page 44 and 45: Lysekil has a total storage capacit
Page 46 and 47: Unfinished and Blend Stocks........
Page 48 and 49: Heating Oil .......................
Page 50 and 51: Business-to-Business DivisionWe pre
Page 52 and 53: “.nu,” “.org,” “.biz,”
Page 56 and 57: was incorporated on March 22, 2007,
Page 58 and 59: RELATED PARTY TRANSACTIONSCapital T
Page 60 and 61: DESCRIPTION OF CERTAIN INDEBTEDNESS
Page 62 and 63: effected by the Third Supplemental
Page 64 and 65: first ranking mortgage certificates
Page 66 and 67: LEGAL INFORMATIONCorral Petroleum H
Page 68 and 69: CORRAL PETROLEUM HOLDINGS AB (publ)
Page 76 and 77: SubsidiariesSubsidiaries are compan
Page 78 and 79: The refinery installations consist
Page 80 and 81: of occupational pension insurance,
Page 82 and 83: Emission rights 2010LysekilGothenbu
Page 84 and 85: NOTE 2. FINANCIAL RISK MANAGEMENTTh
Page 86 and 87: In addition to price risk managemen
Page 88 and 89: The fair value of borrowing is calc
Page 90 and 91: Reconciliation with the Group’s t
Page 92 and 93: The Board members including the Cha
Page 94 and 95: NOTE 12. EXPENSES BROKEN DOWN BY TY
Page 96 and 97: NOTE 16. EXCHANGE RATE DIFFERENCES
Page 98 and 99: Equipment, tools, fixtures and fitt
Page 100 and 101: NOTE 23. TRADE AND OTHER RECEIVABLE
Page 102 and 103: The change in the fair value of pla
Page 104 and 105:
Loan conditions, effective interest
Page 106 and 107:
Capitalized interest cost..........
Page 108:
SalesDecember 31, 2009AccountsPurch
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