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Wilh. Wilhelmsen ASA
AGM Information • Apr 29, 2020
3790_rns_2020-04-29_c705ed9a-dd16-45fa-97c3-721a5711ee8a.pdf
AGM Information
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MINUTES OF ANNUAL GENERAL MEETING IN WILH. WILHELMSEN HOLDING ASA
The annual general meeting of Wilh. Wilhelmsen Holding ASA, reg no 995 277 905, (the "Company") was held on Wednesday 29 April 2020 at 10:00 hours (CET) at the Company's premises at Strandveien 20 in Lysaker, Norway.
To avoid spread of covid-19, all shareholders were encouraged to use the opportunity to vote in advance or issue a proxy instead of attending the annual general meeting in person. The number of company representatives were for the same reason limited.
In accordance with Article 8 of the Articles of Association, the General Meeting was opened and chaired by the chair of the board of directors Mr. Diderik Schnitler, who also registered the shareholders attending.
| Total shares | Own shares | Total shares excluding own shares |
Shares represented |
Per cent (excluding own shares) |
|
|---|---|---|---|---|---|
| A-shares | 34 537 092 | 537 092 | 34 000 000 | 23 700 594 | 69.71% |
| B-shares | 11 866 732 | 1 286 732 | 10 580 000 | 3 066 789 | 28.99% |
| Total shares | 46 403 724 | 1 823 824 | 44 580 000 |
The list was approved by the General Meeting.
| Board members in attendance: | Diderik Schnitler (chair) |
|---|---|
| Management in attendance: | Group CEO Thomas Wilhelmsen Group CFO Christian Berg |
| Nomination committee member in attendance: | Jan Gunnar Hartvig |
| Protocol: | Chief legal Morten Aaserud |
It was also reported that the Company's auditor PricewaterhouseCoopers AS (PwC) represented by certified auditor Thomas Fraurud was available on phone.
The chair started the meeting honouring Wilhelm Wilhelmsen who passed away on 22 February. Wilhelm Wilhelmsen was central to the development of the company for almost 60 years.
The following matters were discussed:
1 Adoption of the notice and the agenda
It was informed that the notice to the General Meeting had been sent to all shareholders with a known place of residence on 3 April 2020. 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 such objections were made and the notice and the agenda were approved. The chair of the meeting declared the General Meeting as lawfully convened.
2 Election of a person to co-sign the minutes
Åge Sturtzel Holm was elected to co-sign the minutes together with the chair of the meeting.
The decision was unanimous.
3 Approval of the annual accounts and directors' report for Wilh. Wilhelmsen Holding ASA for the financial year 2019, including payment of dividend
The board of directors' proposal to annual report, including the annual accounts and directors' report for Wilh. Wilhelmsen Holding ASA for the financial year 2019, together with the auditor's report, was, pursuant to the last paragraph of Article 8 of the Articles of Association, made available on the Company's website.
The annual accounts and directors' report for the financial year 2019, including the board of directors' proposal to distribute a dividend of NOK 2.00 per share, together with the auditor's report, were presented.
The board of directors' proposal to the annual accounts and directors' report for Wilh. Wilhelmsen Holding ASA for the financial year 2019 was approved. In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding distribution of dividend:
"A dividend of NOK 2.00 per share is distributed. The dividend accrues to the shareholders as of 29 April 2020."
Expected payment of dividends is 14 May 2020.
The decision was unanimous.
4 Statement on the remuneration for senior executives
The board of directors' a statement regarding salaries and other remuneration for leading employees was considered by the General Meeting. The statement is included as note 17 of the parent company accounts in the 2019 annual report, which is made available on the Company's website.
The statement was supported with a majority vote, cf. the attachment with overview of the votes.
5 Statement on corporate governance
The chair of the board of directors described the main contents of the statement on corporate governance submitted in accordance with Section 3-3b of the Norwegian Accounting Act.
No remarks to the statement were made by the General Meeting.
6 Approval of the fee to the Company's auditor
It was resolved to approve PricewaterhouseCoopers AS' fee for audit of Wilh. Wilhelmsen Holding ASA for the financial year 2019 of NOK 545 000 (ex VAT).
The chair of the meeting informed about the remuneration to the auditor for other services to the Company and the group for 2019.
The decision was unanimous.
7 Remuneration to the members of the board of directors
In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding remuneration to the members of the board of directors for the period from the annual General Meeting in 2019 to the annual general meeting in 2020:
| The chair of the board: | NOK 700 000 |
|---|---|
| The other board members: | NOK 425 000 *) |
*) Board member Cathrine Løvenskiold Wilhelmsen resigned from the board on 7 February 2020. The remuneration will be reduced with ¼ to reflect the reduced period served as a board member."
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
8 Remuneration to the members of the nomination committee
In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding remuneration to the members of the nomination committee for the period from the annual general meeting in 2019 to the annual general meeting in 2020:
The nomination committee chair and members: NOK 30 000
The decision was unanimous.
9 Election of members of the board of directors
The nomination committee's proposal regarding election of members of the board of directors was presented.
In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding election of members of the board of directors:
Trond Westlie is re-elected as board member and Rebekka Glasser Herlofsen and Ulrika Laurin are elected as new board members, all three for a period of two years.
The decision was unanimous for two candidates and approved with a majority vote for one candidate, cf. the attachment with overview of the votes.
10 Election of chair and members of the nomination committee
The nomination committee's proposal regarding election of chair and members of the nomination committee was presented.
In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding election of chair and member of the nomination committee:
"Jan Gunnar Hartvig is elected as nomination committee chair and Gunnar Frederik Selvaag is elected as nomination committee member, both for a period of two years."
The decision was unanimous.
11 Authorization to the board of directors to acquire shares in the Company
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:
- 1. In accordance with Section 9-4 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to, on behalf of the Company, acquire own shares with a total nominal value of up to NOK 92 807 648, which is equivalent to 10% of the current share capital.
- 2. The maximum amount which can be paid for each share is NOK 350 and the minimum NOK 20.
- 3. Acquisition and sale of own shares may take place in any way the board of directors may find appropriate, however, not by subscription of own shares.
- 4. The authorization is valid until the Company's annual general meeting in 2020, but no longer than to 30 June 2020.
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.
________________ ________________ Diderik Schnitler Sign.
Åge Sturtzel Holm Sign.
Appendix:
• List of number of shares represented, and voting on each agenda item.
Total Represented
ISIN: N00010571698 WILH. WILHELMSEN HOLDING ASA A-AKSJER General meeting date: 29/04/2020 10.00 Today : 29.04.2020
Number of persons with voting rights represented/attended : 1
| Name | Number of shares % sc | ||
|---|---|---|---|
| A - aksje Total shares | 34,537,092 | ||
| - own shares of the company | 537,092 | ||
| A - aksje Total shares with voting rights | 34,000,000 | ||
| Represented by advance vote | 22,038,538 | 64.82 % | |
| Sum own shares | 22,038,538 | 64.82 % | |
| Represented by proxy | 13,410 | 0.04 % | |
| Represented by voting instruction | 1,648,646 | 4.85 % | |
| Sum proxy shares | 1,662,056 | 4.89 % | |
| Total represented with voting rights | 23,700,594 69.71 % | ||
| Total represented by share capital | 23,700,594 68.62 % | ||
| B - aksje | Total shares | 11,866,732 | |
| - own shares of the company | 1,286,732 | ||
| B - aksje Total shares with voting rights | 10,580,000 | ||
| Represented by advance vote | 3,014,860 | 28.50 % | |
| Sum own shares | 3,014,860 | 28.50 % | |
| Represented by proxy | 347 | 0.00 % | |
| Represented by voting instruction | 51,579 | 0.49 % | |
| Sum proxy shares | 51,926 | 0.49 % | |
| Total represented with voting rights | 3,066,786 28.99 % | ||
| Total represented by share capital | 3,066,786 25.84 % |
Registrar for the company:
NORDEA BANK ABP, FILIAL NORGE
Signature company :
WILH. WILHELMSEN HOLDING ASA A-AKSJER
Protocol for general meeting WILH. WILHELMSEN HOLDING ASA A-AKSJER
ISIN: NO0010571698 WILH. WILHELMSEN HOLDING ASA A-AKSJER General meeting date: 29/04/2020 10.00 29.04.2020 Today:
| Shares class | FOR | Against | Abstain Poll in | Poll not registered Represented shares with voting rights |
||
|---|---|---|---|---|---|---|
| Agenda item 1 Adoption of the notice and the agenda | ||||||
| A - aksje | 23,700,494 | 0 | 100 | 23,700,594 | 0 | 23,700,594 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 68.62 % | 0.00 % | 0.00 % | 68.62 % | 0.00 % | |
| B - aksje | 3,066,786 | 0 | 0 | 3,066,786 | 0 | 3,066,786 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 25.84 % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | |
| Total | 26,767,280 | 0 | 100 | 26,767,380 | 0 | 26,767,380 |
| Agenda item 3 Approval of the annual accounts and directors report for Wilh. Wilhelmsen Holding ASA for | ||||||
| the financial year 2019, including payment of div | ||||||
| A - aksje | 23,700,594 | 0 | 0 | 23,700,594 | 0 | 23,700,594 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 68.62 % | 0.00 % | 0.00 % | 68.62 % | 0.00 % | |
| B - aksje | 3,066,786 | 0 | 0 | 3,066,786 | 0 | 3,066,786 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 25.84 % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | |
| Total | 0 | 26,767,380 | 0 | |||
| 26,767,380 | O | 26,767,380 | ||||
| Agenda item 4 Statement on the remuneration for senior executives | ||||||
| A - aksje | 23,606,856 | 93,493 | 245 | 23,700,594 | 0 | 23,700,594 |
| votes cast in % | 99.60 % | 0.39 % | 0.00 % | |||
| representation of sc in % | 99.60 % | 0.39 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 68.35 % | 0.27 % | 0.00 % | 68.62 % | 0.00 % | |
| B - aksje | 3,026,803 | 39,729 | 254 | 3,066,786 | 0 | 3,066,786 |
| votes cast in % | 98.70 % | 1.30 % | 0.01 % | |||
| representation of sc in % | 98.70 % | 1.30 % | 0.01 % | 100.00 % | 0.00 % | |
| total sc in % | 25.51 % | 0.34 % | 0.00 % | 25.84 % | 0.00 % | |
| Total | 26,633,659 | 133,222 | 499 | 26,767,380 | 0 | 26,767,380 |
| Agenda item 6 Approval of the fee to the company's auditor | ||||||
| A - aksje | 23,700,494 | 100 | O | 23,700,594 | 0 | 23,700,594 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 68.62 % | 0.00 % | 0.00 % | 68.62 % | 0.00 % | |
| B - aksje | 3,066,786 | 0 | 0 | 3,066,786 | 0 | 3,066,786 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 25.84 % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | |
| Total | 26,767,280 | 100 | 0 26,767,380 | 0 | 26,767,380 | |
| Agenda item 7 Remuneration of the members of the board of directors | ||||||
| A - aksje | 23,699,221 | 1,128 | 245 | 23,700,594 | 0 | 23,700,594 |
| votes cast in % | 99.99 % | 0.01 % | 0.00 % | |||
| representation of sc in % | 99.99 % | 0.01 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 68.62 % | 0.00 % | 0.00 % | 68.62 % | 0.00 % | |
| B - aksje | 3,066,532 | 0 | 254 | 3,066,786 | 0 | 3,066,786 |
| votes cast in % | 99.99 % | 0.00 % | 0.01 % | |||
| representation of sc in % | 99.99 % | 0.00 % | 0.01 % | 100.00 % | 0.00 % | |
| total sc in % | 25.84 % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | |
| Total | 26,765,753 | 1,128 | 499 | 26,767,380 | 0 | 26,767,380 |
| Agenda item 8 Remuneration of the members of the nomination committee | ||||||
| A - aksje | 23,699,294 | 100 | 1,200 | 23,700,594 | 0 | 23,700,594 |
| votes cast in % | 100.00 % | 0.00 % | 0.01 % | |||
| 100.00 % | 0.00 % | 0.01 % | 100.00 % | 0.00 % | ||
| representation of sc in % | 0.00 % | 0.00 % | ||||
| total sc in % | 68.62 % | 0.00 % | 68.62 % | |||
| B - aksje | 3,066,532 | 0 | 254 | 3,066,786 | 0 | 3,066,786 |
| votes cast in % | 99.99 % | 0.00 % | 0.01 % | |||
| representation of sc in % | 99.99 % | 0.00 % | 0.01 % | 100.00 % | 0.00 % |
| Shares class | FOR | Against | Abstain Poll in | Poll not registered Represented shares with voting rights |
||
|---|---|---|---|---|---|---|
| total sc in % | 25.84 % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | |
| Total | 26,765,826 | 100 | 1,454 | 26,767,380 | 0 | 26,767,380 |
| Agenda item 9 Election of board member | ||||||
| A - aksje | 23,699,466 | 0 | 1,128 | 23,700,594 | 0 | 23,700,594 |
| votes cast in % | 100.00 % | 0.00 % | 0.01 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 0.01 % | 100.00 % | 0.00 % | |
| total sc in % | 68.62 % | 0.00 % | 0.00 % | 68.62 % | 0.00 % 0 |
|
| B - aksje | 3,066,786 | 0 | 0 0.00 % |
3,066,786 | 3,066,786 | |
| votes cast in % | 100.00 % | 0.00 % | ||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % 25.84 % |
0.00 % 0.00 % |
|
| total sc in % | 25.84 % | 0.00 % | 0.00 % | |||
| Total | 26,766,252 | 0 | 1,128 26,767,380 | 0 | 26,767,380 | |
| Agenda item 9.1 Election of board member Trond Westlie | ||||||
| A - aksje | 23,699,466 | 0 | 1,128 | 23,700,594 | 0 | 23,700,594 |
| votes cast in % | 100.00 % | 0.00 % | 0.01 % | 0.00 % | ||
| representation of sc in % | 100.00 % | 0.00 % | 0.01 % | 100.00 % | ||
| total sc in % | 68.62 % | 0.00 % | 0.00 % | 68.62 % | 0.00 % | |
| B - aksje | 3,066,786 | 0 | 0 | 3,066,786 | 0 | 3,066,786 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 25.84 % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | |
| Total | 26,766,252 | 0 | 1,128 26,767,380 | 0 | 26,767,380 | |
| Agenda item 9.2 Election of board member Rebekka Glasser Herlofsen | 0 | |||||
| A - aksje | 23,698,967 | 499 | 1,128 | 23,700,594 | 23,700,594 | |
| votes cast in % | 99.99 % | 0.00 % | 0.01 % | |||
| representation of sc in % | 99.99 % | 0.00 % | 0.01 % | 100.00 % | 0.00 % 0.00 % |
|
| total sc in % | 68.62 % | 0.00 % | 0.00 % | 68.62 % | 0 | |
| B - aksje | 3,066,786 | 0 | 0 | 3,066,786 | 3,066,786 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % total sc in % |
100.00 % 25.84 % |
0.00 % 0.00 % |
0.00 % 0.00 % |
100.00 % 25.84 % |
0.00 % 0.00 % |
|
| Total | 499 | 0 | 26,767,380 | |||
| 26,765,753 | 1,128 | 26,767,380 | ||||
| Agenda item 9.3 Election of board member Ulrika Laurin | 0 | 0 | ||||
| A - aksje | 23,699,466 100.00 % |
0.00 % | 1,128 0.01 % |
23,700,594 | 23,700,594 | |
| votes cast in % | 100.00 % | 0.00 % | 0.01 % | 100.00 % | 0.00 % | |
| representation of sc in % | 0.00 % | 0.00 % | ||||
| total sc in % | 68.62 % | 0 | 0.00 % 0 |
68.62 % | 0 | |
| B - aksje votes cast in % |
3,066,786 100.00 % |
0.00 % | 0.00 % | 3,066,786 | 3,066,786 | |
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | ||
| Total | 25.84 % 26,766,252 |
0 | 1,128 26,767,380 | 0 | 26,767,380 | |
| Agenda item 10 Election of nomination committee | 23,699,466 | 0 | 1.128 | 23,700,594 | 0 | 23,700,594 |
| A - aksje | 100.00 % | 0.00 % | 0.01 % | |||
| votes cast in % | 100.00 % | 0.00 % | 0.01 % | 100.00 % | 0.00 % | |
| representation of sc in % | 68.62 % | 0.00 % | 0.00 % | 68.62 % | 0.00 % | |
| total sc in % | 0 | 0 | O | 3,066,786 | ||
| B - aksje | 3,066,786 100.00 % |
0.00 % | 0.00 % | 3,066,786 | ||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| representation of sc in % total sc in % |
25.84 % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | |
| 0 | 1,128 | 26,767,380 | 0 | 26,767,380 | ||
| Total Agenda item 10.1 Election of nomination committee chair Jan Gunnar Hartvig |
26,766,252 | |||||
| 0 | 0 | 23,700,594 | ||||
| A - aksje | 23,699,466 100.00 % |
0.00 % | 1,128 0.01 % |
23,700,594 | ||
| votes cast in % | 100.00 % | 0.00 % | 0.01 % | 100.00 % | 0.00 % | |
| representation of sc in % total sc in % |
68.62 % | 0.00 % | 0.00 % | 68.62 % | 0.00 % | |
| 0 | 0 | 0 | 3,066,786 | |||
| B - aksje | 3,066,786 100.00 % |
0.00 % | 0.00 % | 3,066,786 | ||
| votes cast in % | 0.00 % | |||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | ||
| total sc in % | 25.84 % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | |
| Total | 26,766,252 | 0 | 1,128 | 26,767,380 | 0 | 26,767,380 |
| Agenda item 10.2 Election of nomination committee member Gunnar Frederik Selvaag | 0 | |||||
| A - aksje | 23,699,466 | 0 0.00 % |
1,128 0.01 % |
23,700,594 | 23,700,594 | |
| votes cast in % | 100.00 % 100.00 % |
0.00 % | 0.01 % | 100.00 % | 0.00 % | |
| representation of sc in % |
| Shares class | FOR | Against | Abstain Poll in | Poll not registered Represented shares with voting rights |
||||
|---|---|---|---|---|---|---|---|---|
| total sc in % | 68.62 % | 0.00 % | 0.00 % | 68.62 % | 0.00 % | |||
| B - aksje | 3,066,786 | 0 | 0 | 3,066,786 | 0 | 3,066,786 | ||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |||
| total sc in % | 25.84 % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | |||
| Total | 26,766,252 | 0 | 1,128 | 26,767,380 | 0 | 26,767,380 | ||
| Agenda item 11 Authorisation of the board of directors to acquire shares in the company | ||||||||
| A - aksje | 23,699,566 | 1,028 | 0 | 23,700,594 | 0 | 23,700,594 | ||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |||
| total sc in % | 68.62 % | 0.00 % | 0.00 % | 68.62 % | 0.00 % | |||
| B - aksje | 3,066,786 | 0 | 0 | 3,066,786 | 0 | 3,066,786 | ||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |||
| total sc in % | 25.84 % | 0.00 % | 0.00 % | 25.84 % | 0.00 % | |||
| Total | 26,766,352 | 1,028 | 0 | 26,767,380 | 0 | 26,767,380 |
Registrar for the company:
Signature company:
NORDEA BANK ABP, FILIAL NORGE 1
WILH. WILHELMSEN HOLDING ASA A-AKSJER
Ander
Share information
| Name | Total number of shares Nominal value Share capital Voting rights | ||
|---|---|---|---|
| A - aksje | 34,537,092 | 20.00 690,741,840.00 Yes | |
| B - aksje | 11,866,732 | 20.00 237,334,640.00 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