AGM Information • May 6, 2022
AGM Information
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The annual general meeting of Belships ASA, reg. no. 930 776 793 (the "Company") was held on 6 May 2022 at 15:00 hours (CET) at the Company's offices in Lilleakerveien 6D in Oslo.
In total, 164 283 628 ofa total of 253,136,666 issued shares were represented at the general meeting, corresponding to 64,90% ofthe share capital.
The following inatters were resolved:
The chair ofthe board of directors, Peter Frølich, had appointed attorney Stig Berge to open the meeting and to record the attending shareholders and proxies. A list of attending shareholders and proxies is included as Appendix I hereto. The voting results for each item on the agenda is included as Appendix 2 hereto.
The chair ofthe meeting referred to the notice dated 12 April 2022 which was sent to the shareholders on the same day. As there were no objections, the general meeting was declared lawfully convened and the proposed agenda was deemed approved. The chair ofthe meeting deciared the general meeting as lawfully convened.
Chiefexecutive officer, Lars Christian Skarsgård, briefed on the Company's activities.
The annual report and annual accounts ofBelships ASA and the Belships Group were approved.
The board ofdirectors proposed the following allocation ofresults:
| T fe he in ed in to ot ta ra ns r r re ea rn gs |
U SD 16 3 29 4 00 0 |
|---|---|
| Su sf d di al tr m an er s an sp os s |
U SD 16 3 29 4 00 0 |
The board of directors' proposal was resolved.
In accordance with the board's proposal, the general meeting passed the following resolution:
(iii) The board of directors shall prior to every resolution regarding distribution of dividends consider whether the company, following the distribution of dividends, will have an adequate equity and liquidity, cf. the Norwegian Public Limited Liability Companies Act Section 8-1 (4) cf. Section 3-4.
(iv) The autborisation is valid until the company's annual general meeting in 2023, but no longer than 30 June 2023.
Rernuneration to the board for 2022 was set at NOK 500,000 to the chair of the board and NOK 250,000 to each ofthe other board rnernbers.
Rernuneration to the audit committee for 2022 was set at NOK 100,000 to the chair ofthe audit comrnittee and NOK 70,000 to eacb ofthe other members.
Remuneration to the nomination committee for 2022 was set at NOK 25,000 to the chair ofthe nomination committee and NOK 25,000 to each ofthe other members.
The board of directors wishes to continue the option program which is established for the eniployees of the Company, by providing the employees with a right to acquire additional sbares in the Company.
In accordance with the board's proposal, the general meeting passed the following resolution:
In accordance with the board's proposal, the general meeting passed the following resolution:
In accordance wit[i the board's proposal, the general meeting passed the following resolution:
In accordance with the nomination committee's recommendation, the following persons were elected by the general meeting as members ofthe board of directors for the period up to the annual general meeting in 2023. In addition, Jan Erik Sivertsen was re-elected by the general meeting as board observer for the same period. The board now consists ofthe following members:
There were no further matters to be discussed. The general meeting was adjourned.
Chair Co-signer
Stig Ber e Osvald Fossholrn
| b f N el i gb l i d i i d al d to te te u m er o e v o n v u s re p re se n |
5 |
|---|---|
| d R b sh te e p re se n o w n ar e s y |
5 8 4 9 0 0 |
| d R b te e p re se n y p ro x y |
1 3 4 2 8 2 8 6 7 |
| T l of el i b l b sh d ta to te te o g e n u m er o ar e s re p re se n v |
1 64 2 8 3 2 8 6 |
| T l b of sh d i f sh ta i te % t o n m er ar e s re p re se n u n o ar e e q u y |
6 4 ,9 0 % |
| 2 5 3 1 3 6 6 6 6 |
|---|
| 5 0 2 3 6 7 3 3 2 |
| For | Against | Abstention | ||
|---|---|---|---|---|
| ofthe the ofthe Opening meeting chairman board ofdirectors, by Peter or FrøIich, a appointed person him by |
||||
| 2 | Creaton ofa attending of shareholders list and proxies |
|||
| 3 | ofthe ofa Election chair meeting at one to and least person the minutes co-sign a |
100,000% | 0,000 % |
0,000% |
| 4 | ofthe the notice Approval and agenda |
100,000 % |
0,000 % |
0,000% |
| 5 | Orientation bytheCEo |
|||
| 6 | ofthe accounts Approval annual reports the and annual for Belships and Belships ASA Groupforthefinancial 2021 year |
000% 100 |
0,000 % |
0,000% |
| 7 | ofthe Allocation result thefinancial Belships ASAfor year 2021 in |
100,000 % |
0,000 % |
0,000% |
| 8 | Authorisation distribute to dividends |
100,000 % |
0,000% | 0,000% |
| 9 | ofthe auditorsfee Approval 2021 for |
99,967 % |
0,033 % |
0,000% |
| 10 | Determination ofcompensation ofthe to the members ofdirectors, the board audit committee the nomination committeefor and 2022 |
100,000 % |
0,000 % |
0,000% |
| 11 | ofdirectors' board report corporate governance The on |
100,000 % |
0,000% | 0,000% |
| 12 | ofdirectors' report board determination The ofsalary other on and remuneration to leading personnel Belshipsforthefinancial 2021 in year |
604% 98 |
1,396 % |
0,000% |
| 13 | Authorisation to shares to employees issue |
98,602 % |
1,398% | 0,000% |
| 14 | Authorisation to shares issue |
98,560 % |
1,440 % |
0,000% |
| 15 | Authorisationtoacquireownshares | 99,865% | 0,100% | 0,035% |
| 16 | ofboard Electjon members |
98,563 % |
1,437 % |
0,000% |
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