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EAM Solar

AGM Information May 23, 2022

3583_rns_2022-05-23_bc5a71d2-870e-4c34-97c1-10836bae2646.pdf

AGM Information

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EAM SOLAR ASA Bryggetorget 7 N-0250 Oslo, NORWAY [email protected] www.eamsolar.no

EAM Solar ASA Minutes from the Annual General Meeting 2022

The Annual General Meeting in EAM Solar ASA, org.no. 996 411 265, was held on Monday the 23rd of May 2022, at 15:00 CET at the Company's offices, Bryggetorget 7, Oslo.

The chairperson of the Board of Directors, Ragnhild Wiborg, opened the meeting.

Record of attending shareholders:

Before the opening of the meeting the record of attending shareholders where made. The attending shareholders overview can be seen in the matrix below. Based on the number of attending shareholders the annual general meeting is empowered to conduct and decide on all proposals made by the Board of Directors and the Nomination Committee.

Overview Shares % Share holders
Total shares 6 852 210 100,000% 1 688
Voting shares 2 836 297 41,392% 9
Non-voting shares 4 015 913 58,608% 1 679
Shares present 13 765 0,201% 2
Shares present by proxy 2 822 532 41,192% 7
Shareholders not present 4 015 913 58,608% 1 679

Agenda:

1. Opening of the meeting

Ragnhild Wiborg opened the meeting.

2. Election of a chairperson and a person to co-sign the minutes

Ragnhild Wiborg was elected as chairperson for the meeting. Viktor E Jakobsen was elected to co-sign the minutes.

3. Approval of the notice and the agenda

The notice and the agenda were approved.

4. Approval of the annual accounts and directors' report of EAM Solar ASA and the EAM Solar ASA group for 2021, including allocation of the result of 2021 as well as consideration of the statement on corporate governance and ESG

The Annual accounts including Director's report, allocation of results and the statement of corporate governance and ESG were approved.

5. Approval of the remuneration of the Company's auditor

The Annual General Meeting passed the following resolution:

The auditor's fees for 2021, as set out in the notes to consolidated financial statements included in the annual report for 2021, are approved.

6. Election of members to the Board of Directors

The Annual General Meeting passed the following resolution as recommended by the Nomination Committee:

The Annual General Meeting re-elected Ragnhild Wiborg as chair of the Board of Directors and Stephan L. Jervell and Pål Hvammen were re-elected as members of the Board of Directors. The functioning period of the members of the Board of Directors is until the Annual General Meeting in 2023.

7. Determination of the remuneration of the members of the Board of Directors

The Annual General Meeting passed the following resolution as recommended by the Nomination Committee:

For the period from the annual general meeting in 2022 until the annual general meeting in 2023 the annual general meeting grants the payment of the following remuneration to the members of the board of directors:

  • Chairman of board of directors: NOK 490 000
  • Members of the board of directors: NOK 300 000

8. Election of members to the Nomination Committee

The Annual General Meeting passed the following resolution as recommended by the Nomination Committee:

The Annual General Meeting re-elected Leiv Askvig as chair of the Nomination Committee and Nils Erling Ødegård and Georg Johan Espe were re-elected as members of the Nomination Committee. The functioning period of the members of the nomination committee is until the Annual General Meeting in 2023.

9. Determination of the remuneration of the members of the Nomination Committee

The Annual General Meeting passed the following resolution as recommended by the Nomination Committee:

For the period from the annual general meeting in 2022 until the annual general meeting in 2023 the annual general meeting grants the payment of the following remuneration to the members of the nomination committee:

  • Chairman of the nomination committee: NOK 26 500
  • Members of the nomination committee: NOK 16 000

10. Proxy for the board to issue shares

The Annual General Meeting passed the following resolution as recommended by the board of directors:

In accordance with section 10-14 of the Public Limited Liability Companies Act, the board of directors is granted the authority to increase the company's share capital with up to NOK 6,852,210 by issuing new shares. The power of attorney may be used at several occasions within the granted scope.

The power of issue shares applies until the next ordinary general meeting to be held in May 2023.

The shareholders' pre-emptive right to the new shares pursuant to section 10-4 of the Public Limited Liability Companies Act may be disregarded.

The power to issue shares does not include capital increase by way of a merger in accordance with section 13-5 of the Public Limited Liability Companies Act.

11. Proxy for the board to buy back shares

The Annual General Meeting passed the following resolution as recommended by the board of directors:

In accordance with section 9-4 of the Public Limited Liability Companies Act, the board of directors is granted the authority to buy back up to 685,221 shares with a nominal value of NOK 10 equally to NOK 6,852,210 equivalent to 10% of the issued shares.

The Company may pay between NOK 1 and NOK 80 per share. The board may decide how the shares are acquired but the normal equal treatment of shareholders must be followed.

There is no requirement that shares are deleted.

The power to buy back shares applies until the next ordinary general meeting to be held in May 2023.

All resolutions by the annual general meeting were passed unanimously.

As there were no further matters on the agenda the meeting was closed.

_______________________ __________________________

Ragnhild M Wiborg (sign.) Viktor E Jakobsen (sign.)

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