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Magnora ASA

AGM Information May 23, 2014

3659_iss_2014-05-23_4bf83ece-2065-4408-afeb-7512f9c6b255.pdf

AGM Information

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MINUTES FROM

ANNUAL GENERAL MEETING IN

SEVAN MARINE ASA

The Annual General Meeting of Sevan Marine ASA was held on Friday May 23, 2014, at 12:00 noon (CET) at the offices of the Company at Kittelsbuktveien 5, Arendal, Norway.

The following issues were on the agenda:

1. OPENING OF THE GENERAL MEETING. REGISTRATION OF ATTENDING SHAREHOLDERS

Siri Hatlen, Chairperson of the Board of Directors, opened the general meeting and informed about the attendance. The list over attending shareholders showed that 25,001,771 shares, corresponding to 47.53% of the issued shares were represented. The list is set out on page 6.

The voting result for each respective item is set out on page 7 and 8.

Nordea Verdipapirservice was present.

2. ELECTION OF THE CHAIRPERSON OF THE MEETING

Siri Hatlen was elected Chairperson of the General Meeting.

3. ELECTION OF A PERSON TO SIGN THE MINUTES TOGETHER WITH THE CHAIRPERSON OF THE MEETING

Tore Nickelsen was elected to co-sign the minutes together with the Chairperson of the meeting.

4. APPROVAL OF THE NOTICE FOR THE MEETING AND THE AGENDA

No objections were made to the notice and the agenda, and the General Meeting was declared duly constituted.

5. INFORMATION ABOUT THE GROUP'S OPERATIONS

The Company's CEO, Carl Lieungh, held a briefing on the operations and the most important events for the group in 2013. The Group Controller Håvard Haugland held a briefing of the key figures in the annual financial statements for 2013.

After the presentation the Chairperson opened for questions and comments.

6. APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR THE PARENT COMPANY AND THE GROUP FOR THE FINANCIAL YEAR 2013 AND THE BOARD OF DIRECTORS' REPORT

An account was given for the Company'sannual financial statements for 2013, and the Board of Directors report was reviewed. In accordance with the proposal from the Boardof Directors the General Meeting passedthe following resolution:

"The annual financial statements for the Parent Company and the Group for the financial year 2013 and the Board of Directors' report are approved, including the proposal from the Board of Directors for distribution of dividend for 2013 of NOK 1.20per share, which implies an aggregate distribution of dividend of NOK63, 128,398.80."

7. STATEMENT OF THE BOARD OF DIRECTORS REGARDING DETERMINATION OF SALARY AND OTHER BENEFITS FOR SENIOR MANAGEMENT

The Chairperson referred to the statement from the Board of Directors as set out on page 8 and 9 of the 2013 Annual Report. In accordance with the proposal from the Boardof Directors the general meeting passedthe following resolution:

"The General Meeting supports the Board of Directors' statement regarding determination of salary and other benefit for the Senior Management pursuant to the Public Limited Liability Company section 6-16a, and hereunder approves salary related to the Company'sshares and the development of the share price."

8. DETERMINATION OF THE REMUNERATION TO THE BOARD OF DIRECTORS, THE AUDIT COMMITTEE AND THE COMPENSATION COMMITTEE FOR THE FOREGOING PERIOD

The Chairperson presented the Nomination Committee's proposal for the remuneration to the members of the Board of Directors, the audit committee and the compensation committee for the foregoing period. In accordance with the proposal from the Nomination Committee, the General Meeting passedthe following resolution:

"Theremuneration to the members of the Board of Directors for the period from the Annual General Meeting in 2013, to the Annual General Meeting in 2014, is set to NOK400,000 for the Chairperson, NOK275,000for the Vice Chairperson and NOK250,000for each Director.

The remuneration to the members of the Audit Committee for the period from the Annual General Meeting in 2013, to the Annual General Meeting in 2014, is set to NOK 90,000 for Mari Thjømøe (chair) and NOK60,000for Siri Hatlen.

The remuneration to the members of the Compensation Committee for the period from the Annual General Meeting in 2013, to the Annual General Meeting in 2014, is set to NOK50,000 for Siri Hatlen (chair) and NOK25,000for Peter Lytzen."

9. DETERMINATION OF THE REMUNERATION TO THE BOARD OF DIRECTORS, THE AUDIT COMMITTEE AND THE COMPENSATION COMMITTEE FOR THE UPCOMING PERIOD

The Chairperson presented the Nomination Committee's proposal for the remuneration to the members of the Board of Directors, the audit committee and the compensation committee for the upcoming period. In accordance with the proposal from the Nomination Committee, the General Meeting passed the following resolution:

'The remuneration to the members of the Board of Directors for the period from the Annual General Meeting in 2014, to the Annual General Meeting in 2015, is set to NOK400,000 for the Chairperson, NOK350,000for the Vice Chairperson and NOK250,000for each Director.

The remuneration to the members of the Audit Committee for the period from the Annual General Meeting in 2014, to the Annual General Meeting in 2015, is set to NOK90,000for the chairperson of the committee and NOK60,000for other members.

The remuneration to the members of the Compensation Committee for the period from the Annual General Meeting in 2014, to the Annual General Meeting in 2015, is set to NOK50,000 for the chairperson of the committee and NOK25,000for other members."

10. DETERMINATIONOF THE REMUNERATIONTO THE NOMINATIONCOMMITTEE

The Chairperson referred to the Nomination Committee's proposal for remuneration to the Nomination Committee. In accordance with the proposal from the Nomination Committee, the General Meeting passedthe following resolution:

'The remuneration to the members of the Nomination Committee for the period from the Annual General Meeting in 2013, to the Annual General Meeting in 2014, is set to NOK75,000 for Mimi K. Berdal (chair), NOK 30,000 for Gunnar Reitan and NOK 20,000 for Ingvild Sæther."

11. APPROVALOF THE REMUNERATIONTO THE AUDITORFOR2013

The Chairperson accounted for the remuneration to the auditor. In accordance with the proposal from the Boardof Directors the General Meeting passedthe following resolution:

'The remuneration to the auditor of USD396,547 ex. VATfor the audit of the 2013 annual accounts is approved. In addition, the Group has paid fees to Ernst Et Youngof USD61,722 ex. VATfor services other than audit."

12. ELECTIONOF MEMBERSTO THE BOARDOF DIRECTORS

The Chairperson referred to the proposal from the Nomination Committee regarding the election of members to the Company'sBoardof Directors.

In accordance with the proposal from the Nomination Committee, the General Meeting passed the following resolution:

'The following persons are elected as Directors for the period up to the Annual General Meeting in 2015:

Siri Hatlen Chairperson

Jørgen P. Rasmussen Vice Chairperson

Mari
Thjømøe
Director
Ingvild
Sæther
Director
Peter
Lytzen
Director"

13. ELECTIONOF MEMBERSTO THE NOMINATIONCOMMITTEE

The Chairperson referred to the proposal from the Nomination Committee regarding the election of members to the Nomination Committee.

In accordance with the proposal from the Nomination Committee, the General Meeting passed the following resolution:

'The following persons are elected as members of the Nomination Committee for the period up to the Annual General Meeting in 2015:

Mimi K. Berdal Chairperson
Gunnar Reitan Member
Ingvild Sæther Member"

14. AUTHORIZATION TO INCREASETHE SHARE CAPITAL IN CONNECTIONWITH INCENTIVE SCHEMEFOREMPLOYEES

In accordance with the proposal from the Board of Directors, the General Meeting passedthe following resolution:

  • 1. The Board of Directors is authorized to increase the share capital by up to NOK 3,156,420.
  • 2. The authorization is valid up to the Annual General Meeting in 2015, but no longer than 30 June 2015.
  • 3. The pre-emptive rights of the existing shareholders pursuant to section 10-4 of the Public Limited Liability Company'sAct may be derogated from.
  • 4. The authorization includes share capital increase against non-cashcontributions, rights to assumespecial obligations on the Company in addition to resolution of merger and demerger, cf. the Public Limited Liability Company'sAct section 13-5 and 14-6 (2). The authorization can be used in situations as described in the Securities Trading Act section 6-17.
  • 5. The authorization can only be used in connection with the Company'sincentive scheme for employees.

There were no further items on the agenda. The Chairperson of the meeting thanked the participants for their attendance, and the General Meeting was thereafter adjourned.

* * *

Arendal, May23, 2014

Siri Hatlen Tore Nickelsen

ISIN: N00010187032
SEVANMARINEASA
General
meeting
date:
23/05/2014
12.00
Today: 23.05.2014

Number of persons with voting rights represented/attended: 11

Number
of
shares
se
%
Total
shares
52,606,999
-
own
shares
of
the
company
O
Total
shares
with
voting
rights
52,606,999
Representedby
own
shares
513,898 0.98
%
Sum
own
shares
513,898 %
0.98
Representedby
proxy
457,599 0.87
%
Representedby
voting
instruction
24,030,274 45.68
%
Sum
proxy
shares
24,487,873 %
46.55
Total
represented
with
voting
rights
25,001,771 %
47.53
Total
represented
by
share
capital
25,001,771 47.53
o/o

Registrar for the company: Signature company:

NORDEA BANK NORGEASA SEVAN MARINE ASA

Protocol for general meeting SEVAN MARINE ASA

ISIN: N00010187032 SEVAN MARINEASA
General meeting date: 23/05/2014
12,00
Today: 23,05,2014
Shares class FOR Against Abstain Poll in Poll not registered Represented shares
with voting rights
Agenda item 1 Opening of the General Meeting by the Chairperson of the Board of Directors. Registration of
attending shareholders.
Ordinær 24,999,131 o 2,640 25,001,771 o 25,001,771
votes cast in o 99,99 % 0,00 % 0,01 %
representation of sc in % 99,99 % 0,00 % 0,01 % 100,00 % 0,00 %
total sc in % 47,52 % 0,00 % 0,01 % 47,53 % 0,00 %
Total 24,999,131 o 2,640 25,001,771 o 25,001,771
Agenda item 2 Election of the chairperson of the meeting. The Board of Directors has proposed that the
meeting is chaired by the Chairperson of the Board
Ordinær 25,001,771 o o 25,001,771 o 25,001,771
votes cast in o 100,00 % 0,00 % 0,00 %
representation of sc in % 100,00 % 0,00 % 0,00 % 100,00 % 0.00 %
total sc in % 47,53 % 0,00 % 0,00 % 47,53 % 0,00 %
Total 25,001,771 o o 25,001,771 o 25,001,771
Agenda item 3 Election of a person to sign the minutes together with the chairperson of the meeting.
Ordinær 25,001,771 o o 25,001,771 o 25,001,771
votes cast in % 100,00 % 0,00 % 0.00 %
representation of sc in % 100,00 % 0,00 % 0,00 % 100,00 % 0,00 %
total sc in % 47,53 % 0,00 % 0,00 % 47,53 % 0,00 %
Total 25,001,771 o o 25,001,771 o 25,001,771
Agenda item 4 Approval of the notice for the meeting and the agenda.
Ordinær 25,001,771 o o 25,001,771 o 25,001,771
votes cast in °/0 100,00 % 0,00 % 0.00 %
representation of sc in % 100,00 % 0,00 % 0,00 % 100,00 % 0,00 %
total sc in % 47,53 % 0,00 % 0,00 % 47,53 % 0,00 %
Total 25,001,771 o o 25,001,771 o 25,001,771
Agenda item 6 Approval of the annual financial statements for the Parent Company and the Group for the
financial year 2013, and the Board of Director's r
Ordinær 25,001,771 o o 25,001,771 o 25,001,771
votes cast in % 100,00 % 0,00 % 0,00 %
representation of sc in % 100,00 % 0,00 % 0,00 % 100,00 % 0,00 %
total sc in % 47,53 % 0,00 % 0,00 % 47,53 % 0,00 %
Total 25,001,771 o o 25,001,771 o 25,001,771
Agenda item 7 Statement from the Board of Directors regarding determination of salary and other benefits
for Senior Management.
Ordinær 25,001,771 o o 25,001,771 o 25,001,771
votes cast in % 100,00 % 0,00 % 0,00 %
representation of sc in o 100,00 % 0.00 % 0,00 % 100,00 % 0,00 %
total sc in % 47,53 % 0,00 % 0,00 % 47,53 % 0,00 %
Total 25,001,771 o o 25,001,771 o 25,001,771
Agenda item 8 Determination of the remuneration to the members of the Board of Directors, the Audit
Committee and the Compensation Committee for the foreg
Ordinær 25,001,771 o o 25,001,771 o 25,001,771
votes cast in % 100,00 % 0,00 % 0,00 %
representation of sc in % 100,00 % 0,00 % 0,00 % 100,00 % 0,00 %
total sc in % 47,53 % 0,00 % 0.00 % 47,53 % 0,00 %
Total 25,001,771 o o 25,001,771 o 25,001,771
Agenda item 9 Determination of the remuneration to the members of the Board of Directors, the Audit
Committee and the Compensation Committee for the upco
Ordinær 25,001,771 o o 25,001,771 o 25,001,771
votes cast in o 100,00 % 0,00 % 0,00 %
representation of sc in % 100,00 % 0,00 % 0,00 % 100,00 % 0.00 %
Shares class FOR Against Abstain Poll in Poll not registered Represented shares
with voting rights
total se in % I 47.53 % I 0.00 % I 0.00 % I 47.53 % I 0.00 % I
Total 25,001,771 O O 25,001,771 O 25,001,771
Agenda item 10 Determination of the remuneration to the members of the Nomination Committee.
Ordinær 25,001,771 O O 25,001,771 O 25,001,771
votes cast in % 100.00 % 0.00 % 0.00 %
representationofsc in % 100.00 % 0.00 % 0.00 % 100.00% 0.00 %
total sc in % 47.53 % 0.00 % 0.00 % 47.53 % 0.00 %
Total 25,001,771 O O 25,001,771 O 25,001,771
Agenda item 11 Approval of the remuneration to the auditor for 2013.
Ordinær 25,001,771 O O 25,001,771 O 25,001,771
votes cast in % 100.00 % 0.00 % 0.00 %
representationofsc in % 100.00 % 0.00 % 0.00 % 100.00 % 0.00 %
total sc in % 47.53 % 0.00 % 0.00 % 47.53 % 0.00 %
Total 25,001,771 O O 25,001,771 O 25,001,771
Agenda item 12 Election of members to the Board of Directors.
Ordinær 25,001,771 O O 25,001,771 O 25,001,771
votes cast in % 100.00 % 0.00 % 0.00 %
representationofsc in % 100.00 % 0.00 % 0.00 % 100.00 % 0.00 %
total sc in % 47.53 % 0.00 % 0.00 % 47.53 % 0.00 %
Total 25,001,771 O O 25,001,771 O 25,001,771
Agenda item 13 Election of members to the Nomination Committee.
Ordinær 25,001,771 O O 25,001,771 O 25,001,771
votes cast in % 100.00 % 0.00 % 0.00 %
representation ofsc in % 100.00 % 0.00 % 0.00 % 100.00 % 0.00 %
total sc in % 47.53 % 0.00 % 0.00 % 47.53 % 0.00 %
Total 25,001,771 O O 25,001,771 25,001,771
Agenda item 14 Authorization to the Board of Directors to increase the share capital in connection with
incentive scheme for employees.
°
Ordinær 24,998,470 3,301 O 25,001,771 O 25,001,771
votes cast in % 99.99 % 0.01 % 0.00 %
representationofsc in % 99.99 % 0.01 % 0.00 % 100.00 % 0.00 %
total se in % 47.52 % 0.01 % 0.00 % 47.53 % 0.00 %
Total 24,998,470 3,301 O 25,001,771 ° 25,001,771
Registrar for the company: Signature company:
NORDEA BANK NORGEASA SEVAN MARINE ASA

Share information

Name Total number of shares Nominal value Share capital Voting rights
Ordinær 52,606,999 4.00 210,427,996.00 Yes
Sum:

§ 5-17 Generally majority requirement requires majority of the given votes

§ 5-18 Amendment to resolution Requires two-thirds majority of the given votes

like the issued share capital represented/attended on the general meeting

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