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Aker Carbon Capture

AGM Information Apr 20, 2021

3529_rns_2021-04-20_e0568d05-1a76-4566-a772-1095537fea20.pdf

AGM Information

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MINUTES

OF

THE ANNUAL GENERAL MEETING

OF

AKER CARBON CAPTURE AS

On Tuesday, April 20, 2021, the annual general meeting of Aker Carbon Capture AS was held at Oksenøyveien 8 at Fornebu at 10:30 (CET).

1. OPENING OF THE GENERAL MEETING

Frode Strømø declared the general meeting open.

The record regarding attendance by the shareholders showed that 371 571 223 of the company's total of 566 060 400 shares were represented, including by way of prior electronically voting and proxy votes. Thus, 65,64% of the total share capital participated in the general meeting. The list of participating shareholders and the voting results for the agenda items are enclosed to these minutes as appendix 1.

2. ELECTION OF A PERSON TO CHAIR THE MEETING AND A PERSON TO CO-SIGN THE MINUTES OF MEETING

The general meeting adopted the following resolution:

Frode Strømø is elected to chair the meeting and Pernille Brente is appointed to sign the minutes of meeting together with the chairman.

3. APPROVAL OF THE NOTICE OF THE MEETING AND THE AGENDA

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

The general meeting approves the notice and agenda for the meeting.

4. APPROVAL OF THE 2020 ANNUAL ACCOUNTS OF AKER CARBON CAPTURE AS AND ANNUAL REPORT, INCLUDING SUSTAINABILITY REPORT

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution;

The General Meeting adopts the 2020 annual accounts and the annual report, including the sustainability report, for Aker Carbon Capture AS, including the proposal from the Board of Directors that no dividend shall be distributed.

ട്. DETERMINATION OF REMUNERATION TO THE AUDITOR

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

The General Meeting resolves to approve the auditor's fee of NOK 286,632 for the audit of Aker Carbon Capture AS for 2020. In addition, the company has paid fees to KPMG related to other services than audit of NOK 22,414.

6. DETERMINATION OF REMUNERATION TO THE BOARD OF DIRECTORS

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

In accordance with the proposal from the Board of Directors the board members' yearly remuneration shall be:

Henrik Overqaard Madsen (chairman) NOK 400,000

Øyvind Eriksen NOK 300,000

Kristian Monsen Røkke NOK 300,000

Nina Kristine Jensen NOK 300,000

Oscar Graff NOK 300,000.

As the Board of Directors was elected during the second half of 2020, the remuneration shall be reduced according to the members' actual tenure.

7. AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL

The general meeting adopted the following resolution in accordance with the substantiated proposal from the board of directors:

The Company's board of directors is authorized to increase the share capital pursuant to the Norwegian Private Limited Liability Companies Act section 10-14, on the following conditions

  • 1) The share capital may on one or more occasions be increased by a total of up to NOK 113,212,080.
  • 2) The authorization shall be valid until the annual general meeting in 2022, but no later than 30 June 2022.
  • 3) The shareholders' pre-emption right for subscription of shares pursuant to the Norwegian Private Limited Liability Companies Act section 10-4 may be set aside.
  • 4) The authorization includes increase of the share capital against non-cash contributions and the right to assume special obligations on the Company pursuant to the Norwegian Private Liability Companies Act section 10-2.

5) The board decides the other terms and conditions for the share capital increase and may amend the articles of association following the completion of share capital increases pursuant to the terms in this authorization.

8. ELECTION OF NEW MEMBER TO THE BOARD OF DIRECTORS

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

Liv Monica Stubholt is elected as a member of the company's Board of Directors.

The Board of Directors shall hereby consist of the following members:

Henrik Overgaard Madsen (chairman)

Øyvind Eriksen

Kristian Monsen Røkke

Nina Kristine Jensen

Oscar Graff

Liv Monica Stubholt

Kjell Inge Røkke (deputy).

* * *

There were no more items on the agenda and the general meeting was adjourned.

Fornebu, April 20, 2021

Frode Strømø

Pernille Brente

Appendix 1:

  1. List of participating shareholders and voting results

Total Represented

ISIN: NO0010890304 AKER CARBON CAPTURE AS
General meeting date: 20/04/2021 10.30
Today: 20.04.2021

Number of persons with voting rights represented/attended : 1

Number of shares % SC
Total shares 566,060,400
- own shares of the company 0
Total shares with voting rights 566,060,400
Represented by advance vote 337,375,133 59.60 %
Sum own shares 37,375,133 59,60 %
Represented by proxy 220,082 0.04 %
Represented by voting instruction 33,976,008 6.00 %
Sum proxy shares 34,196,090 6.04 %
Total represented with voting rights 371,571,223 65.64 %
Total represented by share capital 371,571,223 65.64 %

Registrar for the company:

DNB Bank ASA

Signature company:

AKER CARBON CAPTURE AS

Protocol for general meeting AKER CARBON CAPTURE AS

ISIN: NO0010890304 AKER CARBON CAPTURE AS
General meeting date: 20/04/2021 10.30
Today: 20.04.2021
Shares class FOR Against Poll in Abstain Poll not registered Represented shares
with voting rights
Agenda item 2 Election of a person to chair the meeting, and a person to sign the minutes of meeting together with
the chairman of the meeting
Ordinær 371,549,543 0 371,549,543 21,680 0 371,571,223
votes cast in % 100.00 % 0.00 % 0.00 %
representation of sc In % 99.99 % 0.00 % 99.99 % 0.01 % 0.00 %
total sc in % 65.64 % 0.00 % 65.64 % 0.00 % 0.00 %
Total 371,549,543 0 371,549,543 21,680 0 371,571,223
Agenda item 3 Approval of the notice of the meeting and the agenda
Ordinær 371,555,123 100 371,555,223 16,000 0 371,571,223
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 % 65.64 % 0.00 % 65.64 % 0.00 % 0.00 %
Total 371,555,123 100 371,555,223 16,000 0 371,571,223
Agenda item 4 Approval of the 2020 annual accounts of Aker Carbon Capture AS and annual report, including
sustalnability report
Ordinær 371,553,683 1,540 371,555,223 16,000 0
votes cast in % 100.00 % 0.00 % 0.00 % 371,571,223
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 %
total sc in % 65.64 % 0.00 % 65.64 % 0.00 % 0.00 %
0.00 %
Total 371,553,683 1,540
Agenda item 5 Determination of remuneration to the auditor 371,555,223 16,000 0 371,571,223
Ordinær 371,553,541 1,682 371,555,223 16,000
votes cast in % 100.00 % 0.00 % 0.00 % D 371,571,223
representation of sc in % 100.00 % 0.00 % 100.00 % 0.00 % 0.00 %
total sc in % 65.64 % 0.00 % 65.64 % 0.00 % 0.00 %
Total 371,553,541 1,682 371,555,223 16,000 0
Agenda item 6 Determination of remuneration to the Board of Directors 371,571,223
Ordinær 370,750,257 804,366 371,554,623 16,600 0 371,571,223
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 % 65.50 % 0.14 % 65.64 % 0.00 % 0.00 %
Total 370,750,257 004,366 371,554,623 16,600 0 371,571,223
Agenda item 7 Authorization to the Board of Directors to Increase the share capital
Ordinær 319,628,306 51,941,572 371,569,878 1.345 0 371,571,223
votes cast in % 86.02 % 13.98 % 0.00 %
representation of sc in % 86.02 % 13.98 % 100.00 % 0.00 % 0.00 %
total sc in % 56.47 % 9.18 % 65.64 % 0.00 % 0.00 %
Total 319,628,306 51,941,572 371,569,878 1,345 0 371,571,223
Agenda item 8 Election of new member to the Board of Directors
Ordinær 351,076,185 20,494,156 371,570,341 882 0 371,571,223
votes cast In % 94.48 % 5.52 % 0.00 %
representation of sc in % 94.48 % 5.52 % 100.00 % 0.00 % 0.00 %
total sc In % 62.02 % 3.62 % 65.64 % 0.00 % 0.00 %

Registrar for the company:

Signature company:

Aker Carbon Capture as

Share Information

DNB Bank ASA

D D

Name Total number of shares Nominal value Share capital Voting rights Ordinær 566,060,400 1.00 566,060,400.00 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

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