AGM Information • May 5, 2021
AGM Information
Open in ViewerOpens in native device viewer
The Annual General Meeting of Prosafe SE, org. no 823 139 772 (the "Company") was held at 09.00 a.m. CEST on 5 May 2021, at Advokatfirmaet Schjødt AS' offices at Ruseløkkveien 14 in Oslo, Norway.
The following matters were addressed:
Chair of the Board, Glen Ole Rødland opened the General Meeting. A list of attending shareholders was made and is attached to these minutes.
Glen Ole Rødland was elected to chair the General Meeting. Viggo Bang-Hansen was elected to co-sign the minutes.
The General Meeting made the following resolution: "The notice and the agenda are approved".
In line with the Board's proposal, the General Meeting made the following resolution: "The General Meeting approves the Board's report and the Company's financial statements for 2020.
In line with the Board's proposal, the General Meeting made the following resolution: "The General Meeting approves the auditor fees for 2020."
In line with the Board's proposal, the General Meeting resolved to amend the Articles of Association section 5, second paragraph, to read as follows: "The company's board of directors shall consist ofbetween three and seven members who are elected for a term ofup to two years. "
In line with the proposal by the Nomination Committee, the General Meeting resolved to re-elect Glen Ole Rødland as chair of the Board and Birgit Aagaard-Svendsen, Nina Udnes Tronstad and Alf C. Thorkildsen as members of the Board, each for a period of one year. The Board thus consists of Glen Ole Rødland (chair), Birgit Aagaard-Svendsen, Nina Udnes Tronstad and Alf C. Thorkildsen.
The General Meeting resolved to approve the remuneration of the members of the Board as proposed by the Nomination Committee.
In line with the proposal by the Nomination Committee, the General Meeting resolved to re-elect Thomas Raaschou as chair and Annette Malm Justad as member of the Nomination Committee, each for a period of one year. The Nomination Committee thus consists of Thomas Raaschou (chair) and Annette Malm Justad.
The General Meeting resolved to approve the remuneration of the members of the Nomination Committee as proposed by the Nomination Committee.
The General Meeting approved the Board's report on Executive Remuneration in accordance with section 6-16a of the Norwegian Public Limited Companies Act and ancillary regulations.
The Board's report on Corporate Governance was considered. The report was not subject to a vote.
No further items were on the agenda, and no additional proposals or issues were raised. The number of shares present, as well as the numbers of votes for and against each respective agenda item (and any blank votes), are set out in appendices to these minutes.
5 May 2021
ISIN: NOQQ1Q86199Q PROSAFE SE General meeting date: 05/05/2021 09.00 Today: 05.05.2021
| Number of shares % sc | ||
|---|---|---|
| Total shares | 82,464,212 | |
| - own shares of the company | 0 | |
| Total shares with voting rights | 82,464,212 | |
| Represented by advance vote | 24,231,119 29.38 % | |
| Sum own shares | 24,231,119 29,38 % | |
| Represented by proxy | 5,645 | 0.01 % |
| Represented by voting instruction | 10,826,413 13.13 % | |
| Sum proxy shares | 10,832,058 13.14 % | |
| Total represented with voting rights | 35,063,177 42.52 % | |
| Total represented by share capital | 35,063,177 42.52 % | |
Registrar for the company:
Signature company: PROSXFE SE
DNB Bank ASA
(fa) jJu/WPx
DNB BankASA Registrars Department
ISIN: N00010861990 PROSAFE SE General meeting date: 05/05/2021 09.00 Today: 05.05.2021
| Shares class | FOR | Against Poll In | Abstain Poll not registered Represented shares with voting rights |
|||
|---|---|---|---|---|---|---|
| Agenda Item 2 Appolnment of the chair of the Annual General Meeting and a person to co-sign the minutes | ||||||
| Ordinær | 35,063,177 | 0 35,063,177 | 35,063,177 | |||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 100.00 % | 0.00% | 0.00 % | |
| total sc in % | 42.52 % | 0.00 % | 42.52 % | 0.00 % | 0.00 % | |
| Total | 35,063,177 | 0 35,063,177 | ||||
| Agenda Item 3 Approval of the notice and agenda of the meeting | ||||||
| Ordinær | 35,063,177 | 0 35,063,177 | ||||
| votes cast in % | 100.00 % 0.00 % | 0.001 | ||||
| representation of sc In % | 100.00 % | 0.00 % | 100.00 % 0.00% | 0.00 % | ||
| total sc In % | 42.52 % | 0.00 % | 42.52 % | 0.00 % | 0.00 % | |
| Total | 35,063,177 | 0 35,063,177 | 35,063,177 | |||
| Agenda Item 4 Approval of the Company's 2020 annual financial statements and Board report | ||||||
| Ordinær | 35,063,177 | 0 35,063,177 | 0 | 0 | ||
| votes cast In % | 100.00 % 0.00 % | 0.00 % | ||||
| representation of sc In % | 100.00 % 0.00 % | 100.00% 0.00 % | 0.00 % | |||
| total sc In % | 42.52 % 0.00% | 42.52 % 0 00 % | 0.00% | |||
| Total | 35,063,177 | 0 35,063,177 | O | O | 35,063,177 | |
| Agenda item 5 Approval of the auditor's fee for the year ended 31 December 2020 | ||||||
| Ordinær | 35,061,767 | 1,410 35,063,177 | 0 | 0 | ||
| votes cast In % | 100.00 % 0.00 % | 0.00 % | ||||
| representation of s in % |
100.00 % 0.00 % | 100.00 % 0.00 % | 0.00 % | |||
| total s in % |
42.52 % 0.00 % | 42.52 % | 0.00% | 0.00 % | ||
| Total | 35,061,767 1,410 35,063,177 | 35,063,177 | ||||
| Agenda item 6 Amendment of the articles of association | ||||||
| Ordinær | 35,013,237 44,940 35,058,177 5,000 | |||||
| 99.87 % 0.13% | ||||||
| votes cast in % | 0.00% | |||||
| representation of sc In % | 99.86 % 0.13% | 99.99 % 0.01% | 0.00 % | |||
| total sc In % | 42.46 % 0.05 % | 42.51 % 0.01 % | 0.00% | |||
| Total | 35,013,237 44,940 35,058,177 5,000 | 0 | 35,063,171 | |||
| Agenda Item 7a) Election of members to the Board: Re-election of Glen Ole Rødland as a member and chair | ||||||
| of the Board | ||||||
| Ordinær | 35,031,478 31,699 | 35,063,177 | 0 | |||
| votes cast In % | 99.91 % 0.09 % | 0.00 % | ||||
| representation of sc In % | 99.91 % 0.09 % | 100.00 % 0.00 % | 0.00 % | |||
| total sc In % | 42.48 % 0.04 % | 42.52 % 0.00 % | 0.00 % | |||
| Total | 35,031,478 31,699 35,063,177 | |||||
| Agenda Item 7b) Election of members to the Board: Re-election of Birgit Aagaard-Svendsen as a member of | ||||||
| the Board | ||||||
| Ordinær | 35,041,037 22,140 35,063,177 | 0 | 0 | 35,063,177 | ||
| votes cast In % | 99.94 % 0.06 % | 0.00 % | ||||
| representation of sc in % | 99.94% 0.06% | 100.00% 0.00% | 0.00% | |||
| total sc In % | 42.49 % 0.03 % | 42.52 % 0.00 % | 0.00 % | |||
| Total | 35,041,037 22,140 35,063,177 | 0 | 0 | 35,063,177 | ||
| Agenda Item 7c) Election of members to the Board: Re-election of Nina Udnes Tronstad as a member of the | ||||||
| Board | ||||||
| Ordinær | 35,041,037 | 22,140 | 35,063,177 | 0 | 0 | 35,063,177 |
| votes cast in % | 99.94 % | 0.06 % | 0.00 % | |||
| representation of sc In % | 99.94 % | 0.06 % | 100.00 % | 0.00 % | 0,00 % | |
| total sc in % | 42.49 % | 0.03 % | 42.52 % | 0.00 % | Q.00 % | |
| Total | 35,041,037 22,140 35,063,177 | |||||
| Agenda Item 7d) Election of members to the Board: Re-election of Alf C. Thorkidlsen as a member of the Board |
||||||
| Ordinær | 35,031,478 31,699 | 35,063,177 | 0 | 0 | 35,063,177 | |
| votes cast in % | 99.91 % 0.09 % | 0.00% | ||||
| representation of sc In % | 99.91 % 0.09 % | 100.00 % 0.00 % | 0.00 % | |||
| total sc In % | 42.48 % 0.04 % | 42.52 % 0.00 % | 0.00 % | |||
| 0 | 35,063,177 |
| Shares class | FOR | Against Poll In | Abstain Poll not registered Represented shares with voting rights |
|||
|---|---|---|---|---|---|---|
| Agenda item 8 Approval of remuneration of the members of the Board | ||||||
| Ordinær | 34,991,097 67,080 35,058,177 | 5,000 | 0 | 35,063,177 | ||
| votes cast rn % | 99.81% 0.19% | 0.00% | ||||
| representation of sc in % | 99.79 % 0 19 % | 99.99 % 0.01 % | 0.00 % | |||
| total sc in % | 42.43 % 0.08 % | 42.51 % 0.01 % | 0.00 % | |||
| Total | 34,991,097 67,080 35,058,177 5,000 | 0 | 35,063,1 | |||
| Agenda Item 9a) Election of members of the nomination committee. Re-election of Mr. Thomas Raaschou | ||||||
| Ordinær | 34,986,538 | 76,639 | ||||
| votes cast in % | 99.78 % | 0.22 % | 0.00 % | |||
| representation of sc in % | 99.78 % | 0.22 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 42.43 % | 0.09 % | 42.52 % | 0.00 % | 0.00 % | |
| Total | 34,986,538 76,639 35,063,177 | |||||
| Agenda Item 9b) Election of members of the nomination committee. Re-election of Mrs. Annette Malm lustad | ||||||
| Ordinær | 35,041,037 22,140 | 35,063,177 | 0 | |||
| votes cast In % | 99.94 % 0.06 % | 0.00 % | ||||
| representation of sc in % | 99.94 % 0.06 % | 100.00% 0.00% | 0.00 % | |||
| total sc in % | 42.49 % 0.03 % | 42.52 % 0 00 % | 0.00 % | |||
| Total | 35,041,037 22,140 35,063,177 | 0 | 0 | |||
| Agenda item 10 Approval of the remuneration of the members of the Nomination Commitee | ||||||
| Ordinær | 34,991,097 67,080 35,058,177 | 5,000 | 0 | |||
| votes cast in % | 99.81% 0.19% | 0.00 % | ||||
| representation of sc in % | 99.79 % 0.19% | 99.99 % | 0.01 % | 0.00% | ||
| total sc In % | 42.43 % 0 08 % | 42.51 % | 0.01 % | 0.00 % | ||
| Total | 34,991,097 67,080 35,058,177 | 5,000 | 35,063,177 | |||
| Agenda Item 11 Consideration of the Board's o | i Executive Remuneration | |||||
| Ordinær | 35,008,678 54,499 | 35,063,177 | 0 | 35,063,177 | ||
| votes cast ir | 99.85 % | 0.16 % | 0.00 % | |||
| representation of sc ir | 99.85 % | 0.16 % | 100.00 % 0.00 % | 0.00 % | ||
| total sc ir | 42.45 % | 0.07 % | 42.52 % 0.00 % | 0.00 % | ||
| Total | 35,008,678 54,499 35,063,177 |
Registrar for the company:
DNB Bank ASA DNB Bank ASA
Registrars Department Share information
Name Total number of shares Nominal value Share capital Voting rights Ordinær 82,464,212 0.10 8,246,421.20 Yes Sum:
§ 5-17 Generally majority requirement requires majority of the given votes
§ 5-18 Amendment to resolution Requires two-thirds majority of the given votes like the Issued share capital represented/attended on the general meeting
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.