AGM Information • May 24, 2022
AGM Information
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In accordance with section 5-8 of the Norwegian Public Limited Liability Companies Act, the general meeting of Awilco LNG ASA took place on May 24, 2022 at 12:30 CET as a phone conference.
The following business was considered:
1. Opening of the General Meeting by the Chairman of the Board, including registration of the shares in attendance
The Chairman of the Board, Synne Syrrist, opened the meeting and registered the shareholders in attendance and proxies.
The Company's share capital is at present NOK 13 254 861.10 divided into 132 548 611 shares, each with a nominal value of NOK 0.10 and each representing one vote at the Company's General Meeting.
A total of 59 414 175 of the Company's shares were represented at the General Meeting, of which 8 051 400 were represented by proxy and 32 100 by advance voting. The 59 414 175 shares represent 44.8 % of the total number of shares of the Company. A list of the shareholders in attendance and proxies, and number of shares they represent, is attached.
The Company's auditor EY, represented by Johan Lid Nordby, was also present.
2. 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
The General Meeting made the following unanimous decision:
"Synne Syrrist is elected to chair the meeting. Jens-Julius Nygaard is elected to countersign the minutes."
3. Approval of the notice of the Annual General Meeting and the agenda
It was noted that the main shareholder Awilco AS, under section 12 will table a proposal for change of one Director
The General Meeting made the following unanimous decision:
"The notice and agenda are approved."
4. Approval of the financial statements and the report from the Board of Directors for the financial year 2021.
The financial statements and the report from the Board of Directors for the financial year 2021 were presented, together with the auditor's report.
The General Meeting made the following unanimous decision:
"The financial statements and the report from the Board of Directors for the financial year 2021 are approved.
The General Meeting made the following unanimous decision
The General meeting considered the report on corporate governance prepared in accordance with Section 3-3b of the Norwegian Accounting Act. No remarks to the report were made by the General Meeting.
The Board of Directors' report on remuneration to leading persons was considered by the General Meeting.
In accordance with the Board of Directors' proposal, the General Meeting resolved as follows:
« The general meeting endorses the remuneration report for leading persons for 2021. »
The Nomination Committee's proposal was presented.
The General Meeting made the following unanimous decision:
"The proposal by the Nomination Committee is approved. The following fees shall be paid to the Chairman of the Board, Directors, and members of Board committees and members of the Nomination Committee for the period May 24, 2022 until May 24, 2023:
| The Chairman of the Board: | NOK 350,000- |
|---|---|
| Directors: | NOK 200,000- |
| Members of Board committees: | NOK 50,000- |
| Chairman of the Nomination Committee: | NOK 30,000- |
| Member of the Nomination Committee: | NOK 25,000- |
Directors' fees are to be paid quarterly in advance."
Synne Syrrist informed that the auditors' fee to EY for 2021 was NOK 431,000- excl. VAT for statutory audit of Awilco LNG ASA.
The General Meeting made the following unanimous decision:
"The auditor's fee of NOK 431,000. - for statutory audit in 2021 is approved."
In accordance with the Board of Directors' proposal, the General Meeting resolved as follows:
«The general meeting approves the election of EY to continue as the company's Auditor.»
The Nomination Committee's proposal was presented.
The General Meeting made the following decision:
«The proposal by the Nomination Committee is approved. The following are elected as members of the Nomination Committee of Awilco LNG ASA: Henrik A. Christensen (reelected). »
The Nomination Committee's proposal was presented.
Awilco AS tabled a proposal to replace Steve Christy with Ole Christian Hvidsten as Director in Awilco LNG ASA.
The General Meeting made the following decision:
«The proposal from Awilco AS was approved and Steve Christy was replaced by Ole Christian Hvidsten as a new Director of the Board of Director of Awilco LNG ASA for a period of two years.»
There were no further items on the agenda and the meeting was adjourned.
Oslo, May 24, 2022
$\mathscr{I}^-$ Zpm de
Chifuaquel
| Representative | Represented by | No. of shares |
|---|---|---|
| Awilco AS | Jens-Julius R. Nygaard | 51,114,080 |
| Kjell-Christian Harila | Kjell-Christian Harila | 76,595 |
| Karl Oddmundson Wallevik | Karl Oddmundson Wallevik | 140,000 |
| Total attending | 51,330,675 |
| Proxy from | Proxy to | No. of shares |
|---|---|---|
| Morten Storholm | Chairman of the Board | 8,000 |
| The Eventdriven Credit Masterfund | Chairman of the Board | 5,749,500 |
| Destra International and Eventdriven Credit Fund | Chairman of the Board | 1,916,500 |
| Båtstø Bruk AS | Chairman of the Board | 15,000 |
| Huber Capital Mid Cap Value Fund | Chairman of the Board | 362,400 |
| Total with proxy | 8,051,400 |
| Representative | No. of shares |
|---|---|
| Joachim Blix Hauso | 32,100 |
| Total advance voting | 32,100 |
| Total attending and advance votes | 59,414,175 |
| Number of issued shares | 132,548,611 |
| Total attending in % | 44.8 |
The following were also present: Jon Skule Storheill, CEO Awilco LNG ASA Per Heiberg, CFO Awilco LNG ASA Johan Lid Nordby, Auditor EY
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