AGM Information • Mar 13, 2019
AGM Information
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The annual general meeting of Treasure ASA, reg no 916 803 222, (the "Company") was held on Wednesday 13 March 2019 at 09:00 hours (CET) at the Company's premises at Strandveien 20 in Lysaker, Norway.
In accordance with Article 7 of the Articles of Association, the General Meeting was opened and chaired by the chairman of the board of directors Mr. Thomas Wilhelmsen, who also registered the shareholders attending. A list of the attending shareholders, including number of shares and votes, is enclosed to the minutes.
199 261 413 of a total of 220,000,000 shares and votes were represented, or approximately 90,6% of the Company's share capital. The list was approved by the General Meeting
| Board members in attendance: | Thomas Wilhelmsen (chairman) and Christian Berg |
|---|---|
| Management in attendance: | CEO Magnus Sande, CFO Morten Lertrø |
| Protocol: | Morten Lertrø |
The following matters were discussed:
It was noted that the notice to the General Meeting had been sent to all shareholders with a known place of residence on 14 February 2019. On the same date, the notice had also been made available on the Company's website and published as a stock exchange announcement.
The chairman 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 chairman of the meeting declared the General Meeting as lawfully convened.
Axel Øwre was elected to co-sign the minutes together with the chairman of the meeting.
The decision was unanimous.
The board of directors' proposal to the annual accounts and the annual report for Treasure ASA for the financial year 2018, together with the auditor's report, including the board of directors' proposal to distribute a dividend was - pursuant to the last paragraph of Article 7 of the Articles of Association - made available on the Company's website and presented and approved by the General Meeting, which passed the following resolution:.
"The annual accounts and the annual report for the financial year 2018 were approved. A dividend of NOK 0.30 per share is distributed. The dividend accrues to the shareholders as of 13 March 2019."
Expected payment of dividends is 9 May 2019.
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
The company has no employees and is managed based on services provided by Wilh. Wilhelmsen Holding ASA covered by separate Service Level Agreements, as described in the "Directors Report" and in the Annual Report.
The chairman of the board of directors described the main contents of the statement on corporate governance submitted in connection with Section 3-3b of the Norwegian Accounting Act. No remarks to the statement were made by the General Meeting.
The General Meeting were informed by the chairman of the continuous improvements in Corporate Governance and the inherent need to establish separate Nomination Committee Guidelines. The proposed Guidelines were distributed to shareholders along with the Notice of the Annual General Meeting and was henceforth not presented or discussed in detail. The General Meeting approved the Nomination Committee Guidelines.
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
The chairman of the meeting informed about the remuneration to the auditor for other services to the Company and the group for 2018. The General Meeting passed the following resolution:
"The General Meeting approved a fee of NOK 154,000 (excl VAT) to PricewaterhouseCoopers AS for the audit of Treasure ASA for the financial year 2018."
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
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 2018 to the annual general meeting in 2019:
"The General Meeting approved a fee to the external board members of NOK 100,000 per member."
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding re-election of and remuneration to the members of the nomination committee for the period from the annual general meeting in 2018 to the annual general meeting in 2019:
"The General Meeting approved a fee to the members of the nomination committee: The chairman: NOK 35,000. Other members: NOK 25,000."
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding liquidation of own shares:
1. The share capital is reduced from NOK 22.000.000 by NOK 220.000 by liquidation of 2.200.000 own shares with a nominal value of NOK 0,10 per share.
In accordance with the board of directors' proposal, the General Meeting approved the following amended version of Article 4 of the Articles of Association:
2. "The share capital of the company amounts to NOK 21.780.000, consisting of 217.800.000 shares with a nominal value of NOK 0,10 per share".
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
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:
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding authorization to the board of directors to issue new shares:
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.
Thomas Wilhelmsen Sign.
Axel Øwre Sign.
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