AGM Information • Apr 23, 2014
AGM Information
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Medistim ASA held its ordinary general meeting Wedensday the 23rd of April 2014 at 10.00. The meeting was held at the company offices in Økernveien 94 in Oslo. Attachment 1 gives an overview of the shareholders that were represented. 64.71 % of the shareholders were represented were 35.62 % were represented by proxy.
Chairman of the Board of Director's Øyvin Anders Brøymer opened the meeting.
There were no comments to the notice, the agenda or proxies and these were approved. The meeting was pronounced lawfully called and assembled.
2. Appointment of person to chair the meeting, to sign the protocol, to co-sign the protocol and protocol secretary
Øyvin Anders Brøymer was chosen to chair the meeting. Asbjørn Buanes were chosen to sign the minutes together with the chair of the meeting. Thomas Jakobsen was chosen as secretary for the meeting. All elections were unanimously chosen.
The Chairman of the meeting went through the annual report for 2013. The General Assembly took note of this and there were no comments to the report.
The income statement and balance sheet for 2013 was presented for the holding company and the group to the general meeting by the chairman of the meeting. The general meeting took notice of the presentation and there were no comments to the presentation. The income statement for 2013 and balance sheet for 2013 for the holding company and the group were approved.
The profit for 2013 was TNOK 24.800 for the holding company. The Board of Directors suggested that TNOK 10.319 is allocated to other equity and a dividend to the shareholders of NOK 0.80 per share, total TNOK 14.481. The company has 236.000 Medistim shares and does not pay dividend on own shares. Shareholders registered in VPS by the end of the 23rd of April 2014 will have the right to the dividend. The Board of director's suggestion was approved unanimously by the general assembly. The Medistim shares will be traded as ex dividend NOK 0.80 as of the 24th of April.
The chairman gave an orientation to the general meeting of the principals used to set salary and remuneration to the management and key personnel. The declaration is also described in the annual report. The general meeting took notice of the orientation and approved the principals for salary and remuneration to management and key personnel.
Fee to the auditor was in total TNOK 349 where TNOK 323 was for the audit and TNOK 26 was for other services. The fee to the auditor was approved by the general meeting.
Two of the board members, Silje Garberg Ree and Lars Rønn, were on election for a new term of two years. Silje Garberg Ree was not willing to take a new term while Lars Rønn was willing to take a new term. Helge Ranvik withdrew from his board member position. Helge Ranvik had a term until ordinary general meeting in 2015. In addition to Lars Rønn, the nomination committee recommends Bjørn M. Wiggen and Tove Raanes as new board members. Bjørn M. Wiggen is 54 years old and Tove Raanes is 37 years old. The nomination committee considers that both have experience and expertise that is relevant and useful for Medistim ASA. The candidates were unanimously elected as board members for a two year term until ordinary general meeting in 2016.
The fee to the Board of Director's in 2013 was NOK 230.000 to the chairman. Fee to the board members was NOK 140.000 to 4 members. Total fee for 2013 was NOK 790.000. The fee to the Board of Director's was approved by the general meeting.
The leader of the nomination committee, Johan Skjøldberg was on election. Johan Skjøldberg represents Chr. Salvesen & Chr. Thams, Medistims second largest shareholder. Johan Skjøldberg was willing to take a new term and were re-elected for a new term of two years.
It was suggested to the General Meeting that the leader of the Nomination Committee was compensated with 15 TNOK and that the members were compensated with 10 TNOK. Total purposed fee to the Nomination Committee was 35 TNOK. The fee to the nomination committee was approved by the general meeting.
The general meeting gave the Board of director's approval to increase share capital on the following terms and conditions:
The general meeting approved the Board of Director's authorisation to increase share capital unanimously according to the above terms and conditions.
The general meetings resolution will be registered in the Brønnøysund register centre and must be registered before the Board of Directors can use the authorisation.
The general meeting gave the board of directors renewed power of attorney to purchase own shares on the following terms and conditions:
The general meeting approved the power of attorney to purchase own shares unanimously according to above terms and conditions.
The general meeting resolution must be registered in the Brønnøysund register centre before the board can use the authorisation.
* * *
There were no other issues on the agenda. The meeting was ended and the minutes signed.
Oslo 23. April 2014
______________________________ __________________________________
Sign. Sign.
Asbjørn Buanes Øyvin A. Brøymer
Overview of participants at the general meeting in Medistim ASA the 23th of April 2014
Total number of shares in Medistim ASA 18 337 336
| Øyvin Brøymer | |||
|---|---|---|---|
| Øyvin Brøymer | |||
| Øyvin Brøymer | |||
| Øyvin Brøymer | |||
| Øyvin Brøymer | |||
| Kari Krogstad | |||
| Thomas Jakobsen | |||
| 446 154 | |||
| 17 250 417 000 1 589 556 1 862 500 1 000 000 1 465 625 180 000 3 850 000 928 436 70 000 40 000 |
Number of shares Through proxy Through proxy Through proxy Through proxy Through proxy Through proxy Through proxy |
17 250 417 000 1 589 556 1 862 500 1 000 000 1 465 625 180 000 |
| Totalt | 11 866 521 | 6 531 931 | |
|---|---|---|---|
| Represented | 64,71 % Through proxy |
35,62 % |
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