AGM Information • Sep 17, 2020
AGM Information
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In accordance with the temporary law of 26 May 2020 no. 54 on exemptions from requirements for physical meetings etc. in corporate law to remedy the consequences of the outbreak of Covid-19, the extraordinary general meeting of Awilco LNG ASA was held on 17 September 2020 at 10:00 AM as a
The following business was considered:
phone conference.
The Chairman of the Board, Synne Syrrist, opened the meeting and registered the shareholders in attendance, advance votes and proxies.
A total of 51 168 730 of the Company's shares were represented at the General Meeting, of which 15 000 were represented by proxy and 39 650 by advance voting. The 51 168 730 shares represent 38.6 % of the total number of shares of the Company. A list of the shareholders in attendance and proxies, and number of shares they represent, is attached.
The Company's auditor EY, represented by Johan Nordby, was also present.
2. Election of the Chairman of the meeting, and of at least one person to countersign the minutes of the meeting together with the Chairman of the meeting
The General Meeting made the following unanimous decision:
«Synne Syrrist is elected to chair the meeting. Jens-Julius R. Nygaard is elected to countersign the minutes.»
3. Approval of the notice of the Extraordinary General Meeting and the agenda
The General Meeting made the following unanimous decision: «The notice and agenda are approved.»
The Board presented its proposal to reduce the share capital through a reduction of the nominal value of the shares to NOK 0.10, following that the Company's shares currently trade at a lower price than the nominal value of the shares.
The auditor's confirmation according to the Public Limited Liability Companies Act § 12-2 (2) of the company's full coverage for the company's non-distributable equity was presented at the general meeting.
The General Meeting made the following decision:
51 153 730 shares voted for and 15 000 shares abstained from voting. The resolution was passed with the requisite majority.
The Board presented its proposal to reduce the notice period for any Extraordinary General Meetings to be held up until the next year's Annual General Meeting from three to two weeks.
The General Meeting made the following unanimous decision:
The Board presented its proposal that the General Meeting resolves certain amendments to the company's articles of association.
The General Meeting made the following unanimous decision:
i. The following paragraphs are included in article 6 of the articles of association:
«Shareholders may cast written vote in advance in matters to be discussed at the general meetings of the company. Such votes may also be cast through electronic communication. The access to cast votes in advance is subject to the presence of a safe method of authenticating the sender. The board of directors decides whether such a method exists before each individual general meeting. The board of directors may issue more detailed guidelines for written advance votes. The notice of the general meeting must state whether votes in advance are permitted and which guidelines, if any, that have been issued for such voting.
The notice of the general meeting may state that shareholders wanting to attend the general meeting must notify the company thereof within a certain period. This period cannot expire sooner than five days before the meeting.»
ii. Article 7 of the articles of association is amended as follows:
«The Company's shares shall be registered in a central securities depository.»
There were no further items on the agenda and the meeting was adjourned.
Oslo, 17 September 2020
Synne Syrrist Jens-Julius R. Nygaard
* As the minutes are originally prepared in Norwegian, this translation is to be regarded as an office translation. In case of discrepancies between the two versions, the Norwegian version shall prevail.
| Aksjonær / Representative | Ved / Represented by | Antall aksjer / No. of shares |
|---|---|---|
| Awilco AS | Jens-Julius R. Nygaard | 51 114 080 |
| Totalt møter / Total attending | 51 114 080 | |
| VED FULLMAKT / BY PROXY | ||
| Fullmakt fra / Proxy from | Fullmakt til / Proxy to | Antall aksjer / No. of shares |
| Båtstø Brug AS | Styreformann / Chairman of the Board | 15 000 |
| Totalt ved fullmakt / Total with proxy | 15 000 | |
| VED FORHÅNDSSTEMME / BY ADVANCE VOTING | ||
| Aksjonær / Representative | Antall aksjer / No. of shares | |
| Askjell Tangen | 39 650 | |
| Totalt forhåndsstemme / Total advance voting | 39 650 | |
| Totalt møtt og forhåndsstemmer / Total attending and advance votes | 51 168 730 | |
| Antall utstedte aksjer / Number of issued shares | 132 548 611 | |
| Totalt møtt i % / Total attending in % | 38,6 | |
| I tillegg var følgende tilstede / The following were also present: Jon Skule Storheill, CEO Awilco LNG ASA |
Øyvind Ryssdal, CFO Awilco LNG ASA
Johan Nordby, Auditor EY
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