AGM Information • May 23, 2014
AGM Information
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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:
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.
Siri Hatlen was elected Chairperson of the General Meeting.
Tore Nickelsen was elected to co-sign the minutes together with the Chairperson of the meeting.
No objections were made to the notice and the agenda, and the General Meeting was declared duly constituted.
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.
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."
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."
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."
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."
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."
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."
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" |
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" |
In accordance with the proposal from the Board of Directors, the General Meeting passedthe following resolution:
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 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
| 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 |
| Name | Total number of shares | Nominal value | Share capital | Voting rights |
|---|---|---|---|---|
| Ordinær | 52,606,999 | 4.00 210,427,996.00 Yes | ||
| Sum: |
like the issued share capital represented/attended on the general meeting
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