AGM Information • Apr 24, 2020
AGM Information
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In accordance with temporary regulations enacted on 28 March 2020 following the Covid-19 pandemic the Annual General Meeting of Awilco LNG ASA took place on 24 April 2020 at 10:00 AM as a phone conference.
The following business was considered:
1. Opening of the General Meeting by the Chairman of the Board, including registration of the shares in attendance
The Chairman of the Board, Sigurd E. Thorvildsen, opened the meeting and registered the shareholders in attendance and proxies.
The Company's share capital is at present NOK 331 371 528 divided into 132 548 611 shares, each with a nominal value of NOK 2.50 and each representing one vote at the Company's General Meeting.
A total of 60 443 272 of the Company's shares were represented at the General Meeting, of which 9 119 834 were represented by proxy and 16 501 by advance voting. The 60 443 272 shares represent 45.6 % 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 Finn Ole Edstrøm, 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:
"Sigurd E. Thorvildsen is elected to chair the meeting. Ole Anders Engebretsen is elected to countersign the minutes."
3. Approval of the notice of the Annual General Meeting and the agenda
The General Meeting made the following unanimous decision: "The notice and agenda are approved."
4. Approval of the financial statements and the report from the Board of Directors for the financial year 2019, including the declaration of a dividend, if applicable
The financial statements and the report from the Board of Directors for the financial year 2019 were presented, together with the auditor's report.
The General Meeting made the following unanimous decision:
"The financial statements and the report from the Board of Directors for the financial year 2019 are approved. No dividend is declared for the financial year 2019."
The General meeting considered the report on corporate governance prepared in accordance with Section 3-3b of the Norwegian Accounting Act. No remarks to the report were made by the General Meeting.
The Board of Directors' statement regarding compensation to key management was considered by the General Meeting.
In accordance with the Board of Directors' proposal, the General Meeting resolved as follows:
«The General Meeting supports the guidelines in the statement regarding compensation to key management.»
The Nomination Committee's proposal was presented.
The General Meeting made the following unanimous decision:
"The proposal by the Nomination Committee is approved. The following fees shall be paid to the Chairman of the Board, Directors, and members of Board committees and members of the Nomination Committee for the period 1 June 2020 until 1 June 2021:
| The Chairman of the Board: | NOK 350,000- | |
|---|---|---|
| Directors: | NOK 200,000- | |
| Members of Board committees: | NOK 50,000- | |
| Chairman of the Nomination Committee: | NOK 30,000- | |
| Member of the Nomination Committee: | NOK 25,000- |
Directors' fees are to be paid quarterly in advance."
Sigurd E. Thorvildsen informed that the auditors' fee to EY for 2019 was NOK 292,000- excl. VAT for statutory audit of Awilco LNG ASA.
The General Meeting made the following unanimous decision:
"The auditor's fee of NOK 292,000- for statutory audit in 2019 is approved."
The Nomination Committee's proposal was presented. All positions on the Nomination Committee are on election.
The General Meeting made the following decision:
«The proposal by the Nomination Committee is approved. The following are elected as members of the Nomination Committee of Awilco LNG ASA: Tom Furulund (re-elected) and Henrik A. Christensen (re-elected). Tom Furulund is elected as Chairman of the Nomination Committee.»
60 430 272 shares voted for and 13 000 shares abstained from voting. The resolution was passed with the requisite majority.
The Nomination Committee's proposal was presented.
The General Meeting made the following decision:
«The proposal by the Nomination Committee is approved. Ole Christian Hvidsten and Jens-Julius R. Nygaard are elected as Directors of Awilco LNG ASA for a period of one year until the next Annual General Meeting and Synne Syrrist is elected Chairman of the Board. The Board of Directors of Awilco LNG ASA will comprise the following Directors: Synne Syrrist (Chairman), Jon-Aksel Torgersen, Annette Malm Justad, Ole Christian Hvidsten and Jens-Julius R. Nygaard.»
60 439 772 shares voted for and 3 500 shares voted against. The resolution was passed with the requisite majority.
There were no further items on the agenda and the meeting was adjourned.
Oslo, 24 April 2020
Sigurd E. Thorvildsen Ole Anders Engebretsen
* 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 |
| Investerings Aksjeselskapet Onega AS | Ole Anders Engebretsen | 192 857 |
| Totalt møter / Total attending | 51 306 937 | |
| VED FULLMAKT / BY PROXY | ||
| Fullmakt fra / Proxy from | Fullmakt til / Proxy to | Antall aksjer / No. of shares |
| Astrup Fearnley AS | Ole Anders Engebretsen | 8 692 270 |
| Fiducia AS | Ole Anders Engebretsen | 427 564 |
| Totalt ved fullmakt / Total with proxy | 9 119 834 | |
| VED FORHÅNDSSTEMME / BY ADVANCE VOTING | ||
| Aksjonær / Representative | Antall aksjer / No. of shares | |
| Martin Takvam | 13 000 | |
| Ralfs Znotins | 3 500 | |
| Jon Rossing | 1 | |
| Totalt forhåndsstemme / Total advance voting | 16 501 | |
| Totalt møtt og forhåndsstemmer / Total attending and advance votes | 60 443 272 | |
| Antall utstedte aksjer / Number of issued shares | 132 548 611 |
I tillegg var følgende tilstede / The following were also present: Jon Skule Storheill, CEO Awilco LNG ASA Øyvind Ryssdal, CFO Awilco LNG ASA Finn Ole Edstrøm, Auditor EY
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