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Awilco LNG

Pre-Annual General Meeting Information Apr 21, 2023

3548_rns_2023-04-21_2e259bf9-ed4a-4c41-afe3-69902c4ed09e.pdf

Pre-Annual General Meeting Information

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To the Shareholders of AWILCO LNG ASA

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of AWILCO LNG ASA will be held on May 11, 2023 at 12:30 CET.

In accordance with section 5-8 of the Norwegian Public Limited Liability Companies Act, the general meeting will be held as a phone conference meeting. Shareholders participating in the General Meeting phone conference are hereby requested to submit notification of attendance as enclosed to this notice to the Company by Monday May 10, 2023 16:00 CET. Phone conference call-in details will only be provided to shareholders who have provided notification of attendance.

Alternatively, shareholders who want to exercise their voting rights may elect one of two other options, both in accordance with the enclosed notification of attendance to be submitted to the Company by Monday May 10, 2023 16:00 CET:

  • Representation by appointing a proxy
  • Advance voting

If the shares are held through a nominee, cf. the Norwegian Public Limited Liability Companies Act Section 4- 10, and the beneficial owner wishes to attend the general meeting, whether in person or by proxy, the beneficial owner must transfer the shares to a VPS account in the name of the beneficial owner prior to the date of the general meeting.

Awilco LNG ASA is a public limited liability company subject to the Public Limited Liability Companies Act. The Company has 132 548 611 issued shares. Each share has one vote at the General Meeting and carry equal shareholder rights in all respects.

The shareholders have the following rights in respect of the general meeting:

  • The right to attend the general meeting, either in person or by proxy.
  • The right to speak at the general meeting.
  • The right to require information from the members of the Board of Directors and the Chief Executive Officer about matters which may affect the assessment of (i) the approval of the annual accounts and directors' report, (ii) items which have been presented to the shareholders for decision and (iii) the Company's financial position, including information about activities in other companies in which the Company participates and other business to be transacted at the general meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to the Company.

The right to present alternatives to the Board of Directors' proposals in respect of matters on the agenda at the general meeting.

In accordance with § 6 of the Company's articles of association, the appendices to the notice will not be sent by post to the shareholders. A shareholder may nonetheless demand to be sent the appendices by post free of charge. If a shareholder wishes to have the documents sent to him, such request can be addressed to the Company by way of email to [email protected] .

The meeting will consider the following business:

    1. Opening of the General Meeting by the Chairman of the Board, including registration of the shares in attendance
    1. Election of the Chairman of the meeting, and of at least one person to countersign the minutes of the meeting together with the Chairman of the meeting
    1. Approval of the notice of the Annual General Meeting and the agenda
    1. Approval of the financial statements and the report from the Board of Directors for the financial year 2022

The 2022 financial statements and report from the Board of Directors, in addition to the auditors' opinion, are published on the Company's website: www.awilcolng.no.

Motion proposed by the Board of Directors: «The General Meeting approves the financial statements and the report from the Board of Directors for the financial year 2022.»

5. Approval of board authorization to resolve and declare dividends

As previously informed, the Board approved a revised dividend policy in November 2022. The Board is committed to return capital to shareholders and intend to distribute a substantial part of annual free cash flow, paid out quarterly, always subject to debt covenants, capital requirements and a robust cash buffer.

Motion proposed by the Board of Directors:

  • (i) The general meeting authorises the board to resolve and declare dividends based on the Company's annual financial statements for 2022.
  • (ii) The authority shall remain in force until the annual general meeting in 2024.

6. The Board of Directors' report on corporate governance

The corporate governance report is included in the 2022 Annual Report.

It follows from section 5-6, fourth paragraph of the Norwegian Public Limited Liability Companies Act that the General Meeting shall consider the report on corporate governance. The report shall not be put to a vote.

7. Approval of the Board of Directors' report on remuneration to leading persons

The board of directors has drawn up a report on salary and other remuneration to leading persons in accordance with section 6-16b of the Public Limited Liability Companies Act. In accordance with this provision, the report will be subject to an advisory vote at the general meeting.

Motions proposed by the Board of Directors: «The general meeting endorses the remuneration report for leading persons for 2022. »

8. Approval of remuneration to the Directors and the members of the Nomination Committee

Please refer to the recommendations of the Nomination Committee which is available on the Company's website: www.awilcolng.no.

Motion proposed by the Board of Directors:

«The General Meeting approves the remuneration to the Board of Directors and the members of the Nomination Committee as recommended by the Nomination Committee. »

9. Approval of auditor's fees

In 2022 NOK 386,000.- excl. VAT was accrued in fees for statutory audit of Awilco LNG ASA.

Motion proposed by the Board of Directors: «The General Meeting approves the auditor's fees of NOK 386,000.- for statutory audit in 2022.»

10. Election of members of the Nomination Committee

Please refer to the recommendations of the Nomination Committee which is available on the Company's website: www.awilcolng.no.

Motion proposed by the Board of Directors:

«The General Meeting approves the election of members of the Nomination Committee as recommended by the Nomination Committee.»

11. Election of Board of Directors

Please refer to the recommendations of the Nomination Committee which is available on the Company's website: www.awilcolng.no.

Motion proposed by the Board of Directors:

«The General Meeting approves the re-election of members of the Board of Directors as recommended by the Nomination Committee.»

Oslo, April 21, 2023 For the Board of Directors of Awilco LNG ASA

Synne Syrrist Chairman of the Board

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