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ADS Maritime Holding

AGM Information May 27, 2020

8170_rns_2020-05-27_25b2ba52-17c4-49ea-9d2d-6bf114b7b002.pdf

AGM Information

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ADS CRUDE CARRIERS PLC

(the 'Company')

MINUTES OF THE ANNUAL GENERAL MEETING OF THE COMPANY

held at the Company's registered offices at OSM House, 4532 Agios Tychonas, Limassol, Cyprus, on 27th May 2020 at 1600 hrs.

1. OPENING OF THE MEETING

Sofi Mylona, who acted as Chairperson of this Annual General Meeting, declared the Annual General Meeting of the Company (the "Meeting") open.

The Chairperson advised the Meeting that all members of the current Board of Directors of the Company were present, including the two directors nominated for re-election, either physically or by phone (due to current Covid 19 travel restrictions). In addition, the Chairperson advised that the Company's Chief Executive Officer (Terje Bodin Larsen) and Chief Financial Officer (Ben Boiling) were also present by phone and that Thessalia Papaiacovou acted as Secretary of the Meeting.

2. QUORUM AND NOTICE

The Chairperson informed the Meeting that the Notice of Annual General Meeting published and dated 5 May 2020 (the "AGM Notice") is taken as read.

The Chairperson declared that she is the holder of five proxy forms from five shareholders which satisfy the quorum requirements pursuant to the Articles of Association of the Company, namely five shareholders, representing 28.5% of the issued shares of the Company.

The Meeting was thus declared to be quorate.

3. BUSINESS OF THE MEETING

  • (a) The Chairperson informed the Meeting that the purpose of the Meeting was to enable the Company's shareholders to (i) receive and consider the Board of Directors' Report, the Audited Annual Financial Statements of the Company, the Audited Consolidated Financial Statements of the Group and the Auditors' Report, for the year 2019 (collectively, the "Annual Report") and (ii) to consider and, if thought fit, to pass the following shareholder resolutions (the "Resolutions") as set out in the AGM Notice:
  • Re-appointment of Trym Otto Sjølie, as a Director of the Company $1(a)$
  • Re-appointment of Thessalia Papaiacovou, as a Director in the Company $1(b)$
  • Approval of the Board of Directors' remuneration until the next Annual General $2.$ Meeting

Authority to be granted to the Board of Directors to set the remuneration for the 3. Auditors for 2020.

4. VOTING

The Chairperson proposed the Resolutions.

The Chairperson appointed the Secretary to table the votes cast by shareholders and announced the results as follows:

Total number of shares with voting rights: Total represented with voting rights:

23,390,294 6,677,299 (28.5%) of the total number of shares)

Resolution type Resolution
number
Votes for Votes against Abstained
(a) 6,509,734 167,565
Ordinary resolution (b) 6,509,734 167,565
Ordinary resolution 6,677,299 -
Ordinary resolution
Ordinary resolution
6,677,299

The Chairperson confirmed and declared to the Meeting that the ordinary resolutions had each been passed by the Meeting as set out above with the requisite majorities in accordance with the Articles of Association of the Company and the Law.

5. CLOSE OF THE MEETING

The Chairperson noted that the business of the Meeting was concluded and no other proposals or issues were raised. The Meeting was declared closed.

Sofi Mylona

Chairperson of Meeting

Thessalia Papaiacovou Secretary

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