AGM Information • May 5, 2014
AGM Information
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www.bxpl.com
BADGER EXPLORER ASA'S ANNUAL GENERAL MEETING FOR THE FISCAL YEAR 2013
Badger Explorer ASA's ("Company") Annual General Meeting ("AGM") for the fiscal year 2013 took place on 5th May 2014 at 10:00 CET at Forusskogen1, 4033 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, 12,025,006 of a total of 18,537,288 outstanding shares (equaling 64.87%) were represented at the AGM.
Geir Hjellvik was elected to chair the AGM and John Dag Hutchison 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 and the Badger Explorer Group 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.
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The annual accounts and the annual report for Badger Explorer ASA and the Badger Explorer Group for the fiscal year 2013 were unanimously 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 2014 were presented to the General meeting by the Chairman of the Board. The AGM approved the remuneration policy - guidelines for 2014.
2,834,997 shares (23.58% of the shares represented at the AGM; 15.29% of all outstanding shares) voted against the proposal.
Remuneration policy for members of the Board of Directors $7.1.$
According the 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.
AGM approved the policy for Board members' yearly remuneration for the coming years as follows:
| Chairman of the Board | NOK 300,000 per year |
|---|---|
| Board members | NOK 150,000 per year |
| Comprehensive Committee Responsibility | NOK 50,000 per year per member |
96,900 shares (0.81% of the shares represented at the AGM; 0.52% of all outstanding shares) voted against the proposal.
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 2013 amounting to NOK 770,000 divided among the Board members as follows:
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| Name | Ordinary | Audit Committee |
Total Remuneration |
|---|---|---|---|
| Remuneration | |||
| Marcus Hansson | NOK 300,000 | Included | NOK 300,000 |
| Hilde Christiansen | NOK 120,000 | NOK 120,000 | |
| Tone Kvåle | NOK 150,000 | NOK 50,000 | NOK 200,000 |
| David Ottesen | NOK 150,000 | NOK 150,000 | |
| Total | NOK 720,000 | NOK 50,000 | NOK 770,000 |
The AGM approved the remuneration for the Board for 2013. 96,900 shares (0.81% of the shares represented at the AGM; 0.52% of all outstanding shares) voted against the proposal.
The Nomination Committee proposed that the AGM approves the remuneration for the members of the Nomination Committee amounting to NOK 45,000 divided as follows:
| Name | Position | Total Remuneration |
|---|---|---|
| Rolf E. Ahlqvist | Chairman of the Committee | NOK 25,000 |
| Bjørge Gretland | Member | NOK 10,000 |
| Knut Åm | Member | NOK 10,000 |
| Total | NOK 45,000 |
The AGM approved the remuneration of the members of the Nomination Committee. 96,900 shares (0.81% of the shares represented at the AGM; 0.52% of all outstanding shares) voted against the proposal.
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The account of the fees proposed by the Company's auditor Ernst & Young for its work during the fiscal year 2013, in total NOK 1,202,750, divided into NOK 330,000 NOK for standard audit work, NOK 40,900 for assurance services and NOK 831,850 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 three candidates to the Company's Board of Directors was presented to the AGM.
Badger Explorer ASA's Nomination Committee nominated the following candidates:
Thus, the Company's Board of Directors consists of:
87,500 shares (0.73% of the shares represented at the AGM; 0.47% of all outstanding shares) voted against the proposal.
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 5th May 2014 until the next Annual General Meeting to be held in 2015, but in no event longer than until 30th June 2015. The remuneration is limited to NOK 1,500 per hour. The total remuneration for such agreements
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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.
The AGM elected the following as members of said Committee:
Thus, the members of Badger Explorer ASA's Nomination Committee are:
7,200,601 shares (59.88% of the shares represented at the AGM; 38.84% of all outstanding shares) voted in favour of the proposal.
In accordance with the Board's proposal, the AGM re-approved the Board authorization | -Share incentive scheme as outlined below. 3,758,090 shares (31.25% of the shares represented at the AGM; 20.27% of all outstanding shares) voted against the proposal.
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BADGER EXPLORER ASA'S ANNUAL GENERAL MEETING FOR THE FISCAL YEAR 2013
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 AGM re-approved the Board authorization II - Further capitalization as outlined below.
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.
With the Hutchison
Attached to the minutes is a list of the shareholders that attended the AGM or that sent proxies.
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