CORRAL PETROLEUM HOLDINGS AB (PUBL) - Preem

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