BNK.L Regulatory News (BNK)

BANKERS PETROLEUM LIMITED - Amendments to Proposed Bylaws

PR Newswire

London, May 14

Bankers Petroleum announces amendments to its proposed bylaws

CALGARY, May 13, 2013 /CNW/ - Bankers Petroleum Ltd. ("Bankers" or the"Company") (TSX: BNK, AIM: BNK) today announced that, based on feedback it hasreceived from some of its shareholders and certain proxy advisory firms, itwill amend its corporate bylaws should its continuance into Alberta be approvedat the upcoming annual and special meeting of the shareholders of the Companyto be held on May 21, 2013 (the "Meeting").

At the Meeting, shareholders have been asked to consider and, if deemedadvisable, approve by special resolution the continuance of the Company fromthe corporate laws of British Columbia to the corporate laws of Alberta. Inaddition to aligning the Company's registration with the location of its headoffice, directors, officers and advisors, the main purpose for continuing theCompany to Alberta is to position the Company to issue, on a tax effectivebasis, stock based dividends in the future. The provisions of the BusinessCorporations Act (Alberta) allow corporations to pay more tax effective stockbased dividends as compared to the provisions of the Business Corporations Act(British Columbia).

The Company's board of directors believes that positioning the Company toissue, on a tax effective basis, stock based dividends is in the best interestsof the Company. For reasons not directly related to the main purpose of thecontinuance, and as described further below, two proxy advisory firms haveissued recommendations that shareholders vote against the continuance.

In order to complete the continuance to Alberta, the Company prepared Albertastyle articles and bylaws and included them in the management informationcircular of the Company mailed to shareholders in connection with the Meeting(the "Circular").

The bylaws proposed in the Circular in connection with the continuance providethat a quorum for the constitution of a meeting of the Company's shareholdersshall be two persons present in person or represented by proxy, entitled tovote thereat. This is the same shareholder quorum level that the Company hashad historically. Defeat of the continuance resolution would not improve thequorum level and would result in the quorum requirement remaining unchanged.

Nonetheless, after consultation with some of our shareholders, the Companyproposes that if the continuance is approved, it will amend its bylaws toprovide that a quorum at a meeting of shareholders will be present if twopersons holding not less than fifteen percent (15%) of the shares entitled tovote thereat are present in person or represented by proxy. After havingconducted a review of its peers, the Company believes that this amendedthreshold is higher than the shareholder quorum thresholds established by itspeers and is in keeping with good corporate governance practices.

The bylaws proposed in the Circular also contain an advance notice provisionwhich provides that any shareholder proposing to nominate a person for electionto the Company's board of directors must deliver timely notice of thenomination to the Company containing certain information on the proposeddirector nominee and nominating shareholder in accordance with the requirementsfor notice set forth in the bylaws. The bylaws permit the Company's board ofdirectors to waive the timing requirements for the giving of advance notice,but the Company's board otherwise does not have the flexibility to waive theother requirements for the notice and information under the bylaws. TheCompany's board of directors believe that being able to waive the timingrequirements but not the other requirements, such as the requirement for thenominating shareholder to provide full disclosure about the nominee, strikes areasonable balance and is in the best interests of the Company and isconsistent with the advance notice provisions of other corporations that havebeen previously supported by proxy advisory firms. Nonetheless, one proxyadvisory firm has now recommended shareholders vote against the continuanceresolution due to this minor aspect of the proposed bylaws. Requests by theCompany to engage this firm in a discussion of the issues have been ignored.We are pleased that the other proxy advisory firm has remained consistent andhave not taken issue with this detail of the bylaws.

Additionally, the Company proposes that if the continuance is approved, it willamend the bylaws to allow the Company's board of directors to waive anyrequirement contained in the advance notice provision of the bylaws. This willafford the board more flexibility in responding to director nominations, butwill not obligate the board to waive any notice requirements where the boarddoes not consider it prudent to do so.

The Company's board of directors and management wish to emphasize that thequorum and advance notice provisions of the proposed bylaw are not at the heartof the matter being put before the shareholders for approval. Any concernsrelating to the bylaw in its present form should not serve to defeat theproposed continuance, which the Company's board of directors and managementhave proposed in order to position the Company to declare stock based dividendson a tax-effective basis in the future.

Bankers is committed to good corporate governance practices and has proposedthe above amendments in accordance with such commitment.

In order to comply with applicable law, the Company believes that tabling theseamendments for approval at the Meeting would require the Company to delay themeeting and incur additional expense in mailing further materials to itsshareholders. In order to avoid further delay and expense in connection withthe Meeting, which is not in the interest of shareholders, the Company proposesto proceed with the business of the Meeting as presently called and implementthe amendments following the Meeting, if the continuance is approved byshareholders at the Meeting.

If the continuance is approved, the amendments described above will take effectwhen adopted by the Company's board of directors. The Company will only makethese amendments if the proposed continuance is approved at the Meeting.Assuming the continuance is approved at the Meeting, after the amendments tothe bylaws have been adopted, the Company's shareholders will be asked toconfirm the amendments to the bylaws at the next shareholders' meeting.

The Company's board of directors and management believe it is in the bestinterests of the Company and its shareholders that the Company have theflexibility to issue tax-effective stock based dividends in the future. Inlight of the foregoing and in light of the bylaw amendments the Company willeffect if its continuance to Alberta is approved, the Company's board ofdirectors unanimously recommend that the Company's shareholders vote for theapproval of the continuance.

For further information concerning the continuance and matters to be voted uponat the Meeting, shareholders are encouraged to review the Circular and contactthe Company with any questions or concerns.

Please note that none of the foregoing should be construed as any indicationthat the Company will issue stock based dividends in the future or at all. Allshareholders of the Company, where ever resident, are encouraged to consulttheir own tax advisors regarding the tax consequences to them of receivingstock based dividends.

Annual General Special Meeting

Bankers Petroleum invites all shareholders to attend its Annual General SpecialMeeting to be held on Tuesday, May 21 at The Metropolitan Centre, CalgaryAlberta. This years' meeting will be held in the Strand/Tivoli room at 3:00 pm(MST).

About Bankers Petroleum Ltd.

Bankers Petroleum Ltd. is a Canadian-based oil and gas exploration andproduction company focused on developing large oil and gas reserves. InAlbania, Bankers operates and has the full rights to develop the Patos-Marinzaheavy oilfield, has a 100% interest in the Kuçova oilfield, and a 100% interestin Exploration Block "F". Bankers' shares are traded on the Toronto StockExchange and the AIM Market in London, England under the stock symbol BNK.

SOURCE: Bankers Petroleum Ltd.

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