AGM Information • Mar 18, 2021
AGM Information
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The annual general meeting of Treasure ASA, reg no 916 803 222, (the "Company") was held on Thursday 18 March 2021 at 09:00 hours (CET) at the Company's premises at Strandveien 20 in Lysaker, Norway.
In accordance with Article 7 of the Articles of Association, the General Meeting was opened and chaired by the nt also france frid of directors Mr. Thomas Wilhelmsen, who also registered the shareholders attending. A list of the attending shareholders, including number of shares and votes, is enclosed to the minutes.
194 260 047 of a total of 217.800.000 shares and votes were represented, or approximately 90,85% of the Company's share capital. The list was approved by the General Meeting.
| Board members in attendance: | Thomas Wilhelmsen (chair) and Christian Berg |
|---|---|
| Management in attendance: | CEO Magnus Sande and CFO Morten Lertrø |
| Protocol: | Morten Lertrø |
The following matters were discussed:
It was noted that the notice to the General Meeting had been distributed to all shareholders with a known place of residence on 10 February 2021. On the same date, the notice had also been made available on the Company's website and published as a stock exchange announcement.
The chair of the meeting raised the question whether there were any objections to the notice or the agenda. No The chair of the meeting the agenda were approved. The chair of the meeting declared the General Meeting as lawfully convened.
Rene Herskedal was elected to co-sign the minutes together with the chair of the meeting.
The decision was unanimous.
The board of directors' proposal to the annual accounts and the annual report for Treasure ASA for the financial year 2020, together with the auditor's report, including the board of directors' proposal to distribute a dividend was - pursuant to the last paragraph of Article 7 of the Articles of Association - made available on the Company's website and presented and approved by the General Meeting, which passed the following resolution:.
"The annual accounts and the annual report for the financial year 2020 were approved. A dividend of NOK 1,50 per share is distributed. The dividend accrues to the shareholders as of 18 March 2021."
Expected payment of dividends is 6 May 2021.
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
The company has no employees and is managed based on services provided by Wilh. Wilhelmsen Holding ASA r nevellified in the Service Level Agreements, as described in the "Directors Report" and in the Annual Report.
The chair of the board of directors described the main contents of the statement on corporate governance submitted in connection with Section 3-3b of the Norwegian Accounting Act. No remarks to the statement were made by the General Meeting.
The chair of the meeting informed about the remuneration to the auditor for other services to the Company and the group for 2020. The General Meeting passed the following resolution:
"The General Meeting approved a fee of NOK 160,000 (excl VAT) to PriceWaterhouseCoopers AS for the audit of Treasure ASA for the financial year 2020."
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
The chair of the meeting informed about the nomittee proposal and the General Meeting passed the following resolution:
"The General Meeting elected Marianne Hagen and Thomas Wilhelmsen as board members for a period of two years, until the Annual General Meeting in 2023."
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
The chair of the meeting informed about the nomination committee proposal and the General Meeting passed the following resolution:
"The General Meeting elected Silvija Seres as member of the nomination committee for a period of one year, until the Annual General Meeting in 2022."
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
In accordance with the nomination committee's proposal, the General Meeting passed the following resolution m asserial of the members of the board of directors for the period from the annual General Meeting in 2020 to the annual general meeting in 2021:
"The General Meeting approved a fee to the board members not employed by Wilh Wilhelmsen Holding ASA from the General Meeting 2020 to the General Meeting 2021 of NOK 130,000 per member."
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
In accordance with the nomination committee's proposal, the General Meeting passed the following resolution m association of and remuneration to the members of the nomination committee for the period from the annual general meeting in 2020 to the annual general meeting in 2021:
"The General Meeting approved a fee to the members of the nomination committee from the General Meeting 2020 to the General Meeting 2021: The chair: NOK 40,000. Other members: NOK 30,000."
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding liquidation of own shares:
In accordance with the board of directors' proposal, the General Meeting approved the following amended version of Article 4 of the Articles of Association:
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding authorization to the board of directors to acquire own shares:
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
In accordance with the board of directors' proposal, the General Meeting passed the following regarding authorization to the board of directors to issue new shares:
The authorization is valid from registration with the Norwegian Corporate Register until the company's annual general meeting in 2022, but no longer than 30 June 2022.
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
* * *
There were no further matters to address.
The General Meeting was then adjourned.
Thomas Wilhelmsen Sign.
Rene Herskedal Sign.
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