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RomReal Ltd.

AGM Information Apr 24, 2020

8160_10-k_2020-04-24_03bab959-03c3-44f0-8da2-d0cccfc99a9b.pdf

AGM Information

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MINUTES of the 2020 Annual General Meeting of RomReal Ltd. (the "Company") held at Burnaby Building, 16 Burnaby Street, Hamilton HM11, Bermuda on Friday, 24 April 2020 at 13:00 hrs (local time).

Present: Represented by Proxy Proxy Holder Shares
under Proxy
DnB NOR Bank ASA Chairman 11,205,514
Total number of shares: 41,367,782
Shares voted for: 11,205,514
Broker non-votes: 30,162,268
  • In attendance: Kjetil Gronskag Bendt Thorkildsen Adrian Cristea Harris Palaondas Richard Hartley
    1. Kjetil Gronskag took the Chair and Richard Hartley acted as Secretary to the meeting.

2. Notice and Quorum

The Chairman reported that Notice convening this meeting had been given in accordance with the Bye-laws of the Company and that a quorum was present.

3. Previous Minutes

RESOLVED THAT the minutes and written resolutions of the Members with effect from 17 April 2019, the date of the 2019 Annual General Meeting, to date, be confirmed as true and accurate.

4. Auditors' Report and Financial Statements

The Chairman placed before the meeting the Auditors' Report and Financial Statements for the financial year ended 31 December 2019 which had been approved by the Board of Directors.

RESOLVED THAT the Auditors' Report and Financial Statements for the financial year ended 31 December 2019, duly signed by Kjetil Grønskag, Bendt Thorkildsen, Lacramioara Isarescu, Heidi Sorensen Austbo on behalf of the Board of Directors of the Company and presented at this meeting, be and are hereby adopted.

5. Appointment of Auditors

RESOLVED THAT Ernst & Young, Chartered Accountants, be and they are hereby reappointed Auditors of the Company to hold office until the close of the next Annual General Meeting; and that the Board be and it is hereby authorised to determine the Auditors' remuneration.

Vote FOR Vote AGAINST Vote ABSTAIN
11,205,514 NIL NIL

6. Election of Directors

RESOLVED THAT

(a) the number of Directors be not more than EIGHT (8);

Vote FOR Vote AGAINST Vote ABSTAIN
4,983,051 NIL 6,222,463

(b) the following persons be and are hereby elected Directors of the Company to serve until the next Annual General Meeting of the Company or until their respective successors are elected or appointed:

Kjetil Grønskag Bendt Thorkildsen Lacramioara Isarescu Heidi Sorensen Austbo

Vote FOR Vote AGAINST Vote ABSTAIN
11,205,514 NIL NIL

(c) the Board be and it is hereby authorised to fill any vacancy on the Board as and when it deems fit:

Vote FOR Vote AGAINST Vote ABSTAIN
11,205,514 NIL NIL

(d) the Board be and it is hereby authorised to appoint Alternate Directors as and when it deems fit:

Vote FOR Vote AGAINST Vote ABSTAIN
11,205,514 NIL NIL

(e) fees be payable to the Director(s) of EUR 1,500 per quarter. Directors Kjetil Grønskag abstains from any fees:

Vote FOR Vote AGAINST Vote ABSTAIN
11,205,514 NIL NIL

6. Appointment of the Chairman of the Board

RESOLVED THAT Kjetil Gronskag be and is hereby appointed as Chairman of the Board to hold office until the election of the next Board of Directors or until his respective successor is elected or appointed:

Vote FOR Vote AGAINST Vote ABSTAIN
11,205,514 NIL NIL
  1. There being no further business, the meeting terminated.

Kjetil Gronskag (Chairman of the meeting) Bendt Thorkildsen (Director)

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