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Ocean Sun

AGM Information May 4, 2023

3698_rns_2023-05-04_a12fb57a-4352-443a-b9fa-06a16d3ff552.pdf

AGM Information

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MINUTES OF ANNUAL GENERAL MEETING IN OCEAN SUN AS (Reg. No. 917 619 751)

On Thursday 04 May 2023 at 10:00 (CEST) the Annual General Meeting of Ocean Sun AS was held at Snarøyveien 20, 1360 Fornebu, Norway

1. OPENING OF THE MEETING AND REGISTRATION OF ATTENDING SHAREHOLDERS AND PROXIES

Thomas Moe Børseth declared the general meeting open.

The record regarding attendance by the shareholders showed that 27,258,066 of the company's total of 44,986,200 shares were represented, including by way of prior electronically voting and proxy votes. Thus, 60.6% of the total share capital participated in the general meeting. The list of participating shareholders and the voting results for the agenda items are enclosed to these minutes as appendix 1.

2. ELECTION OF THE CHAIRPERSON OF THE MEETING AND AT LEAST ONE PERSON TO SIGN THE MINUTES TOGETHER WITH THE CHAIRPERSON

The general meeting adopted the following resolution:

Chair of the Board, Thomas Moe Børseth is elected as chairperson of the meeting, and Børge Bjørneklett is appointed to sign the minutes of meeting together with the chairman.

3. APPROVAL OF THE NOTICE OF THE MEETING AND THE AGENDA

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

The notice of the meeting and the agenda are approved.

4. APPROVAL OF THE ANNUAL ACCOUNTS AND BOARD REPORT FOR THE FINANCIAL YEAR 2022

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

The Company's annual accounts for the financial year 2022 and the Company's annual report, for the financial year 2022 are approved, including the Board's proposal not to distribute dividends for the financial year 2022.

5. APPROVAL OF THE AUDITOR'S FEE

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

The general meeting approves the auditor's remuneration in accordance with invoice for audit and audit related services for the financial year 2022.

6. ELECTION OF BOARD MEMBERS

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

  • I. Re-election of Thomas Moe Børseth as Chair of the Board for a period of one year.
  • II. Re-election of Brian Glover as a member of the Board for a period of one year.
  • III. Re-election of Kristin Åbyholm as a member of the Board for a period of one year.
  • IV. Re-election of May Kristin Salberg as a member of the Board for a period of one year
  • V. Election of Erik Løkke-Øwre as a member of the Board for a period of one year.

The board shall thereafter consist of:

  • Thomas Moe Børseth (Styreleder)
  • Brian Glover
  • Kristin Åbyholm
  • May Kristin Salberg
  • Erik Løkke-Øwre

7. APPROVAL OF REMUNERATION OF THE MEMBERS OF THE BOARD

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

The members of the Board of Directors shall receive the following remuneration:

For the period from the annual meeting in 2022 until the annual general meeting in 2023:

  • Chair of the board of directors shall receive NOK 190,000.
  • All other board members shall receive NOK 135,000 each.

For the period from the annual general meeting in 2023 to the annual general meeting in 2024:

  • Chairman of the board of directors shall receive NOK 195,000.
  • All other board members shall receive NOK 140,000 each.

8. BOARD AUTHORISATION TO INCREASE THE SHARE CAPITAL

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

The Board is granted authorization to increase the share capital with up to NOK 44,986 through one or several share capital increases.

The authorization may be used for the following purposes:

  • (i) To strengthen the Company's balance sheet and for general corporate purposes,
  • (ii) In connection with investments, mergers and acquisitions,
  • (iii) In connection with the share-based option program.

The Board decides the other terms and conditions for the share capital increase. Shares may be issued in exchange for cash settlement or contribution in kind, including in connection with mergers, and the authorization gives the right to incur specific obligations on behalf of the Company, cf. section 10-2 of the Norwegian Private Limited Companies Act.

The existing shareholders' preferential rights to subscribe for shares may be waived by the Board in connection with the effectuation of this authorization.

Office Translation This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian

This authorization is valid from the time of registration with the Norwegian Register of Business Enterprises and expires at the annual general meeting in 2024 but shall in any event expire at the latest on 30 June 2024.

The Board is at the same time given authorization to make the necessary amendments to the articles of association on execution of the authorization. This authorization replaces the authorization to increase the share capital granted by the general meeting held on the 19th of May 2022.

***

There were no more items on the agenda and the general meeting was adjourned.

Fornebu, May 4, 2023

Thomas Moe Børseth Børge Bjørneklett

Appendix 1:

List of participating shareholders and voting results

________________________ ________________________

Office Translation This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian

ISIN: NO0010887565 OCEAN SUN AS
General meeting date: 04/05/2023 10.00
Today: 04.05.2023
Number of shares % sc
Total shares 44,986,200
- own shares of the company 30,000
Total shares with voting rights 44,956,200
Represented by advance vote 17,810,540 39.62 %
Sum own shares 17,810,540 39.62 %
Represented by proxy 115,663 0.26 %
Represented by voting instruction 9,331,863 20.76 %
Sum proxy shares 9,447,526 21.02 %
Total represented with voting rights 27,258,066 60.63 %
Total represented by share capital 27,258,066 60.59 %

DocuSign Envelope ID: 5855DF3A-B4EE-4C3A-9988-F78796379E8C

Office Translation This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian

ISIN: NO0010887565 OCEAN SUN AS
General meeting date: 04/05/2023 10:00
Today: 04.05.2023
Shares class FOR Against Poll in Abstain Poll not registered Represented shares
with voting rights
Agenda item 2 Election of the chairperson of the meeting and at least one person to sign the minutes together
with the chairperson
Ordinars 27,257,567 0 27,257,567 499 0 27,258,055
votes cast in % 100.00 % 0.00 % 0.00 5%
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 60.59 % 0.00 % 60.59 % 0.00 % 0.00 %
Total 27,257,567 0 27,257,567 499 0 27,258,066
Agenda item 3 Approval of the notice of the meeting and the agenda
Ordinær 27,257,567 0 27,257,567 499 0 27,258,066
A UI ISBO FRIDA 100.00 % 0.00 % 0.00 %
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 60.59 % 0.00 % 60,59 % 0.00 % 0.00 %
Total 27,257,567 0 27,257,567 499 0 27,258,066
Agenda item 4 Approval of the annual accounts and board report for the financial year 2022
Ordinar 27,257,567 0 27,257,567 499 0 27,258,066
votes cast in % 100.00 % 0.00 % 0.00 %
representation of sc in 1% 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total se in % 60.59 % 0.00 % 60.59 % 0.00 % 0.00 %
Total 27,257,567 0 27,257,567 499 0 27,258,066
Agenda Item 5 Approval of the auditor's fee
Ordinær 27,257,227 340 27,257,567 499 C 27,258,066
votes cast in 1% 100.00 % 0.00 % 0.00 %
representation of sc in 1/2 100.00 % 0.00 % 100,00 % 0.00 % 0.00 %
total sc in % 60.59 % 0.00 % 60.59 % 0.00 % 0.00 %
Total 27,257,227 340 27,257,567 499 0 27,258,066
Agenda item 6A Election of board members = Re-election of Thomas Moe Barseth as Chair of the Board for a
period of one year
Ordinaer 25,289,549 0 25,289,549 1,968,517 D 27,258,066
votes cast in % 100.00 % 0,00 % 0.00 %
representation of sc in % 92.78 % 0.00 % 92.78 % 7,22 % 0.00 %
total sc in % 56.22 % 0.00 % 56.22 % 4.38 % 0.00 %
Total 25,289,549 0 25,289,549 1,968,517 0 27,258,066
Agenda item 6B Re-election of Brian Glover as a member of the Board for a period of one year.
Ordinaer 27,257,567 0 27,257,567 ਐਜ਼ੇਰੇ 0 27,258,066
9 Il 1887 9830A 100.00 % 0.00 % 0.00 %
representation of se in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 60.59 % 0.00 % 60.59 % 0.00 % 0.00 %
Total 27,257,567 0 27,257,567 499 0 27,258,066
Agenda item 6C Re-election of Kristin Abyholm as a member of the Board for a period of one year.
Ordinær 27,257,567 0 27,257,567 499 0 27,258,066
votes cast in % 100.00 % 0.00 % 0.00 %
nepresentation of sc in % 100.00 % 0.00 % 100,000 % 0.00 % 0.00 %
total se in 4/a 60.59 % 0.00 % 60.59 % 0.00 % 0.00 %
Total 27,257,567 a 27,257,567 499 D 27,258,066
Agenda item 6D Re-election of May Kristin Salberg as a member of the Board for a period of one year.
Ordinaer 27,257,567 0 27,257,567 400 0 27,258,066
votes cast in % 100.00 % 0.00 % 0.00 4/2
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
tocal sc in % 60.59 % 0.00 % 60.59 % 0.00 % 0.00 %
Total 27,257,567 o 27,257,567 499 0 27,258,066
Agenda item 6E Election of Erik Lakke Blvee as a member of the Board for a period of one year.
Ordlinaer
27,257,567
499
0
27,257,567
0
27,258,066
votes cast in % 100.00 % 0.00 % 0.00 %
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 60.59 % 0.00 % 60.59 €8 0.00 % 0.00 %
Total 27,257,567 0 27,257,567 499 0 27,258,066
Agenda item 7 Approval of remuneration of the members of the Board
Ordinær 27,256,827 340 27,257,167 899 0 27,258,066

DocuSign Envelope ID: 5855DF3A-B4EE-4C3A-9988-F78796379E8C

Office Translation

This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian

Shares class FOR Against Poll in Abstain Poll not registered Represented shares
with voting rights
votes cast in 9% 100.00 % 0.00 % 0.00 %
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 60.59 % 0.00 % 60.59 % 0.00 % 0.00 %
Total 27,256,827 040 27,257,167 899 0 27,258,066
Agenda item 8 Board authorisation to increase the share capital
Ordinast 26,296,607 961,459 27,258,066 0 0 27,258,066
votes cast in % 96.47 % 3.53 % 0.00 %
representation of sc in % 96.47 % 3.53 % 100.00 % 0.00 5% 0.00 %
total se in % 58.45 % 2.14 % 60.59 % 0.00 % 0.00 %
Total 26,296,607 961,459 27,258,066 0 0 27,258,066
Name Total number of shares Nominal value Share capital Voting rights
Ordinaer 44,986,200 0.01 449,862.00 Yes
Sum:

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