AGM Information • May 13, 2015
AGM Information
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The Annual General Meeting took place on 13 May 2015 at 1 PM at Beddingen 8, Aker Brygge, 0250 Oslo.
The following business was considered;
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 271 155 496 divided into 67 788 874 shares, each with a nominal value of NOK 4 and each representing one vote at the Company's General Meeting.
A total of 43 215 793 of the Company's shares were represented at the General Meeting, of which 20 306 293 were represented by proxy. The 43 215 793 shares represent 63.8 % 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.
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."
The General Meeting made the following unanimous decision: "The notice and agenda are approved."
* 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.
The financial statements and the report from the Board of Directors' for the financial year 2014 were presented, in addition to the auditor's report for 2014.
The General Meeting made the following unanimous decision:
"The financial statements and the report from the Board of Directors for the financial year 2014 are approved. No dividend is declared for the financial year 2014."
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 General Meeting approves the guidelines relating to compensation as mentioned in section 6-16 a), first paragraph, third sentence, no. 3, of the Norwegian Public Limited Liability Companies Act.»
40 285 232 shares voted for, 2 930 561 shares voted against. The resolution was passed with the requisite majority.
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 2015 until 1 June 2016:
| 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- |
* 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.
Sigurd E. Thorvildsen informed that the auditors' fee for 2014 was NOK 205,000- excl. VAT for statutory audit of Awilco LNG ASA.
The General Meeting made the following unanimous decision:
"The auditor's fee of NOK 205,000- for statutory audit in 2014 is approved."
The Nomination Committee's proposal was presented. The members of the Nomination Committee were elected by the Annual General Meeting held 12 June 2014, and according to the Company's articles of association serve two-year terms of office. No positions on the Nomination Committee are thus on election.
The Nomination Committee's proposal was presented. All of the directorships are on election.
The General Meeting made the following unanimous decision:
«The proposal by the Nomination Committee is approved. The following are elected as Directors of Awilco LNG ASA: Sigurd E. Thorvildsen (re-elected), Henrik Fougner (reelected), Jon-Aksel Torgersen (re-elected), Synne Syrrist (re-elected) and Annette Malm Justad (re-elected).»
There were no further items on the agenda and the meeting was adjourned.
Oslo 13 May 2015
Sigurd E. Thorvildsen
Ole Anders Engebretsen
| Aksjonær / Representative | Ved / Represented by | Antall aksier / No. of shares |
|---|---|---|
| Awilco AS | Jens-Julius R. Nygaard | 22 874 500 |
| Investerings Aksieselskapet Onega AS | Ole Anders Engebretsen | 35 000 |
| Totalt møter / Total attending | 22 909 500 |
| Fullmakt til / Proxy to | Antall aksjer / No. of shares |
|---|---|
| Sigurd E. Thorvildsen | 5887236 |
| Ole Anders Engebretsen | 5 260 050 |
| Ole Anders Engebretsen | 5 135 050 |
| Sigurd E. Thorvildsen | 2 198 074 |
| Sigurd E. Thorvildsen | 836823 |
| Sigurd E. Thorvildsen | 477987 |
| Sigurd E. Thorvildsen | 254 500 |
| Sigurd E. Thorvildsen | 168 321 |
| Sigurd E. Thorvildsen | 88 2 52 |
| 20 306 293 | |
| Totalt møtt / Total attending | 43 215 793 |
|---|---|
| Antall utstedte aksier / Number of issued shares | 67 788 874 |
| Totalt møtt i % / Total attending in % | 63,8 |
I tillegg var følgende tilstede / The following were also present Snorre Krogstad, CFO Awilco LNG ASA Finn Ole Edstrøm, Auditor EY
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