AGM Information • Jun 14, 2016
AGM Information
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www.bxpl.com
Badger Explorer ASA's ("Company") Annual General Meeting ("AGM") for the fiscal year 2015 took place on 14th June 2016 at 10:00 CET at Prof. Olav Hanssensvei 15, 4021 Stavanger, Norway.
The AGM was opened by the Chairman of the Board of Directors ("Board"), Mr. Marcus Hansson.
The attending shareholders and the received proxies were registered. Thus, 8,926,489 of a total of 18,537,288 outstanding shares (equaling 48.42%) were represented at the AGM.
Knut Åm was elected to chair the AGM and Steinar Bakke was elected to co-sign the minutes together with the chairman.
The General Meeting approved the notice and the agenda without any objections, and it was noted by the chairman that the AGM was lawfully convened.
The Board's proposal for the annual accounts and the annual report for Badger Explorer ASA were made available to all shareholders on the Company's website (www.bxpl.com) together with the notice of the AGM. Recitation of the above mentioned documents was therefore not necessary. The annual accounts and the annual report for Badger Explorer ASA for the fiscal year 2015 were approved.
The Board's guidelines on determination of salaries and other remuneration for the Company's management were made available to all shareholders on the Company's website (www.bxpl.com).
The remuneration policy - guidelines for 2016 were presented to the General meeting by the Chairman of the Board. The AGM approved the remuneration policy - guidelines for 2016.
According to chapter 7 of the Norwegian Code of Practice for Corporate Governance and chapters 8 and 12 of the Company's Corporate Governance Policy it is the Nomination Committee's duty to propose the fees to be paid to the Company's Board of Directors.
The Nomination Committee proposed that the AGM approves the Board's remuneration for the fiscal year 2015 amounting to NOK 500,000 divided among the Board members as follows:
| Name | Ordinary | Audit Committee |
Total Remuneration |
|---|---|---|---|
| Remuneration | |||
| Marcus Hansson | NOK 200,000 | Included | NOK 200,000 |
| Birte N. Borrevik | NOK 100,000 | NOK 100,000 | |
| Bjørge Gretland | NOK 45,000 | NOK 45,000 | |
| Belinda T.Ingebrigtsen |
NOK 55,000 | NOK 55,000 | |
| David Ottesen | NOK 100,000 | NOK 100,000 | |
| Total | NOK 500,000 | NOK 0,00 | NOK 500,000 |
The AGM approved the remuneration for the Board for 2015.
The Nomination Committee proposed that the AGM approves the remuneration for the members of the Nomination Committee amounting to NOK 32,000 divided as follows:
| Rolf E. Ahlqvist | Chairman of the Committee | NOK 20,000 |
|---|---|---|
| Richard Urbanski | Member | NOK 4,000 |
| Knut Åm Total |
Member | NOK 8,000 NOK 32,000 |
1002-07-MOM-0008 / 14.06.2016
UNRESTRICTED
The majority of the shareholders voted against this proposal.
At the AGM an alternative remuneration scheme was presented:
| Position | Total Remuneration |
|---|---|
| Chairman of the Nomination Committee | NOK 12,500 |
| Member | NOK 5,000 |
| Member | NOK 5,000 |
| NOK 22,500 |
This was approved by the AGM: 62.52% of the shares voted in favor and 37.48% of the shares voted against the proposal.
The account of the fees proposed by the Company's auditor Ernst & Young for its work during the fiscal year 2015, in total NOK 308,229, divided into NOK 165,000 for standard audit work, NOK 42,691 for assurance services and NOK 100,538 for other assistance. The proposal was unanimously approved.
Ernst & Young was unanimously re-elected as the Company's auditor.
The Nomination Committee's proposal regarding the election of two candidates to the Company's Board of Directors was presented to the AGM.
Badger Explorer ASA's Nomination Committee nominated the following candidates:
The proposal was unanimously approved.
Thus, the Company's Board of Directors consists of:
For reaching the Company's goal of commercializing the Badger Explorer, the Board proposed to use competence provided by close associates. The General Meeting approved the use of competence provided by close associates, if necessary.
The Board has been given the authorization by the General Meeting to enter into such agreements. The authorization is valid from 14th June 2016 until the next Annual General Meeting to be held in 2017, but in no event longer than until 30th June 2017. The remuneration is limited to NOK 1,500 per hour. The total remuneration for such agreements shall not exceed the NOK 250,000 for the time period set above. Time schedule and detailed specifications of duties shall be approved by the Board.
The AGM unanimously approved the proposal with the limits outlined above.
According to 56 of the Articles of Association, BXPL's Nomination Committee shall consist of two to three members. The current Nomination Committee consists of:
Two of the members Rolf E. Ahlgvist and Knut Åm are up for re-election at this year's AGM and the third member will not accept re-election in the Nomination Committee as is. Therefore, the Nomination Committee proposes to reduce the members from three to two members to be elected.
Shareholders have a right to propose candicates. A shareholder proposes that Mr. Richard Urbanski, Mr. Steinar Bakke and Mr. Frode Vaksvik become the new Nomination Committee.
The AGM did not approve the election of the members of the Nomination Committee. 8,044,221 shares (90.12% of the shares represented at the AGM; 43.39% of all outstanding shares) voted against the proposal.
The AGM approved the shareholder proposal for the election of the new members of the Nomination Committee. 8,044,221 shares (90.12% of the shares represented at the AGM: 43.39% of all outstanding shares) voted in favor of the new Nomination Committee.
Thus, the members of Badger Explorer ASA's Nomination Committee are:
In accordance with the Board's proposal, the AGM re-approved the Board authorization I -Share incentive scheme as outlined below.
The AGM unanimously re-approved the Board authorization II - Further capitalization as outlined below.
1002-07-MOM-0008 / 14.06.2016
UNRESTRICTED
7) This authorisation shall together with the other authorisation provided by this General Meeting be the only valid authorisations for the Board of Directors to issue shares in the Company.
The CEO held a brief presentation, informing the shareholders of the current status of the Company and future plans and prospects. The AGM took note of the presentation.
There were no further matters. Meeting adjourned.
Steinar Rakke
Attached to the minutes is a list of the shareholders that attended the AGM or that sent proxies.
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