Pre-Annual General Meeting Information • May 3, 2022
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
To the Shareholders of AWILCO LNG ASA
Notice is hereby given that the Annual General Meeting of AWILCO LNG ASA will be held on May 24, 2022 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 23, 2022 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 23, 2022 16:00 CET:
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 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:
The 2021 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 2021.»
As previously informed, the Board is determined to return capital to shareholders. In an extremely volatile LNG market the Company has chosen to await market developments before committing to longer employment. As a consequence, both vessels are currently trading in the sport market with uncertain earnings and the Board will therefore ask the General Meeting for a power of attorney to declare dividend or other means to return capital to shareholders of a value of up to USD 7 million during 2022 when there is reasonable earnings visibility for same.
Motion proposed by the Board of Directors:
The corporate governance report is included in the 2021 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.
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 2021. »
Please refer to the recommendations of the Nomination Committee which is available on the Company's website: www.awilcolng.no.
«The General Meeting approves the remuneration to the Board of Directors and the members of the Nomination Committee as recommended by the Nomination Committee. »
In 2021 NOK 431,000.- 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 431,000.- for statutory audit in 2021.»
Awilco LNG ASA has had EY as its auditor since 2011. Because of the audit rotation requirements set out in the Auditors Act in Norway and Regulation (EU) No 537/2014 of the European Parliament, the Company has completed a tender process for the audit and hereby presents the recommendation from this to the Annual General Meeting in 2022. The rotation requirements do not prohibit the current auditor from being re-elected, as long as the total engagement period is under 20 consecutive years.
The Board of Director have evaluated offers received from Deloitte, PwC, KPMG and EY and all firms are found to be able to perform the audit of Awilco LNG in a satisfactory matter. As the offers are very similar the Board of Directors ask the Annual General Meeting to approve the following:
«The general meeting approves the election of EY to continue as the company's Auditor. »
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.»
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 Board of Directors as recommended by the Nomination Committee.»
Oslo, May 3, 2022 For the Board of Directors of Awilco LNG ASA
Synne Syrrist Chairman of the Board
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.