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Treasure ASA
Pre-Annual General Meeting Information • Feb 27, 2025
3777_rns_2025-02-27_df677ceb-41fb-4191-9a2e-7ac9e810aea3.pdf
Pre-Annual General Meeting Information
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TREASURE ASA
NOTICE OF ANNUAL GENERAL MEETING
Thursday 20 March 2025 at 13:00 hours CET
English text is an office translation. In the case of discrepancies, the Norwegian version shall prevail.
The general meeting is held digitally through Lumi. The meeting will be held as a digital meeting only, without physical attendance for shareholders. Information on online attendance is provided below and on the company's website www.treasureasa.com.
The annual general meeting will be opened by the chair of the board of directors, Thomas Wilhelmsen, in accordance with Section 5-12 of the Norwegian Public Limited Liability Companies Act, who will take record of attending shareholders.
AGENDA
1. Election of a chairperson and a person to co-sign the minutes together with the chairperson
The board proposes that Anne Lise E. Gryte, partner at Advokatfirmaet Wiersholm AS, is elected to chair the meeting, and that a person present at the general meeting is appointed to co-sign the minutes.
2. Adoption of the notice and the agenda
- Approval of the annual accounts and annual report for Treasure ASA and the group for the financial year 2024, including group contribution and payment of dividend
The annual accounts and annual report for Treasure ASA and the group for the financial year 2024, together with the auditor's report, are available on the company's website, www.treasureasa.com.
The board proposes a distribution of a dividend of NOK 0.70 per share based on the company's annual accounts for 2024.
The board proposes that the Annual General Meeting adopts the following resolution: "The general meeting approves the annual accounts and the annual report for 2024 for Treasure ASA and the group. A dividend of NOK 0.70 per share is distributed. The dividend accrues to the company's shareholders as of 20 March 2025 (shareholders registered in the Norwegian Central Securities Depositary (Verdipapirsentralen) as of 24 March 2025 in accordance with customary T+2 settlement)."
The Company's shares are traded at the Oslo Stock Exchange exclusive the right to receive dividend from and including 21 March 2025. Expected dividend payment date is 12 May 2025.
4. Authorization to the board to distribute additional dividend
The board wishes to have the possibility of distributing dividend twice a year. The board proposes that the following resolution is adopted:
"In accordance with section 8-2 (2) of the Norwegian Public Limited Liability Companies Act, the board of directors is authorised to distribute additional dividend based on the company's approved annual accounts for 2024. The additional dividend cannot exceed NOK 0.20 per share."
5. Remuneration report for senior executives
The company has prepared a remuneration report pursuant to section 6-16 b of the Norwegian Public Limited Liability Companies Act and related regulations. The report has been reviewed by the company's auditor in accordance with Section 6-16 b fourth paragraph of the Norwegian Public Limited Liability Companies Act. The report is available on the company's webpage www.treasureasa.com.
The report shall be considered by the general meeting by way of an advisory vote.
The board recommends that the general meeting by an advisory vote endorses the remuneration report.
6. Statement on corporate governance pursuant to Section 3-3 b of the Norwegian Accounting Act
Pursuant to Section 5-6 (5) of the Norwegian Public Limited Liability Companies Act, the general meeting shall consider the statement on corporate governance prepared in accordance with Section 3-3 b of the Norwegian Accounting Act. The statement is available on the company's website www.treasureasa.com. At the general meeting, the chair of the meeting will describe the main contents of the statement. The statement will not be subject to a cast of votes at the general meeting.
7. Approval of the fee to the company's auditor
It is proposed that PricewaterhouseCoopers AS' fee for audit of Treasure ASA for the financial year 2024 of NOK 233 000 (ex VAT) is approved.
The board proposes the following resolution: "The general meeting approves the audit fee for Treasure ASA for the financial year 2024 of NOK 233 000 (ex. VAT)."
8. Election of members to the board of directors, including chairman of the board
The service period for two of the members of the board of directors, Thomas Wilhelmsen and Marianne Hagen, expires at the annual general meeting in 2025.
The nomination committee proposes that Thomas Wilhelmsen is reelected as chairman of the board and that Marianne Hagen is reelected as board member for a period of two years.
The nomination committee proposes that the Annual General Meeting adopts the following resolution: "Thomas Wilhelmsen is re-elected as chairman of the company for a period of two years, and Marianne Hagen is re-elected as a board member of the company for a period of two years."
Subject to approval of the proposal, the board of directors will comprise of Thomas Wilhelmsen (chairman), Marianne Hagen, Christian Berg and Marianne Lie.
9. Determination on the remuneration for the members of the board of directors
The nomination committee proposes the following resolution regarding remuneration to the members of the board:
"Board members not employed by Wilh. Wilhelmsen Holding ASA each receive a remuneration of NOK 157 000 for the period from the Annual General Meeting in 2024 to the Annual General Meeting in 2025."
10. Determination on the remuneration to the members of the nomination committee
The nomination committee proposes that the Annual General Meeting adopts the following resolution regarding remuneration to the members of the nomination committee:
"The chair of the nomination committee receives a remuneration of NOK 43 500, and regular members each receive a remuneration of NOK 32 500 for the period from the Annual General Meeting in 2024 to the Annual General Meeting in 2025."
11. Proposal to the General Meeting to Amend the Articles of Association
The Board proposes the following amendments to the Articles of Association:
(1) It is proposed that Article 8 regarding a notification requirement for participation in the General Meeting is adjusted to better reflect the wording set out in law, including that the deadline is linked to two business days.
(2) Nøtterøy municipality has changed its name to Færder municipality after a merger, and it is also proposed to amend this in the Article 2.
On this background, the Board proposes that the General Meeting resolves as follows:
The last sentence of Article 8 of the Articles of Association is amended to read as follows: "Shareholders who wish to participate in the general meeting must notify the company in advance so that the notification is received within a specified deadline, which cannot expire earlier than two business days before the general meeting."
The last sentence of Article 2 of the Articles of Association be amended to read as follows: "The General Meeting may also be held in the municipalities of Oslo, Tønsberg or Færder."
12. Authorisation to the board of directors to acquire shares in the company
The board proposes that the board is granted an authorisation to acquire up to 10 236 133 own shares, equivalent to 5% of the current share capital in the company.
The rationale behind the proposal is that it increases the flexibility to adjust the capital structure to the company's needs as surrounding conditions change.
The board proposes that the Annual General Meeting adopts the following resolution:
- "1. "In accordance with Section 9-4 of the Norwegian Public Limited Liability Companies Act, the board is granted an authorisation to, on behalf of the company, acquire up to 10 236 133 own shares with an aggregated par value of up to NOK 1 023 613.30.
-
- The maximum amount which can be paid for each share is NOK 40 and the minimum is NOK 0.10.
-
- Acquisition and sale of own shares may take place in any way the board finds appropriate, however, not by subscription of own shares.
-
- The authorisation is valid until the company's Annual General Meeting in 2026, but no longer than until 30 June 2026."
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Treasure ASA is a public limited liability company subject to the rules of the Norwegian Public Limited Liability Companies Act. As of the date of this notice, the company has issued 204 722 663 shares. The company does not hold any own shares as of the date of this notice. All shares have equal rights and each share has one vote at the Annual General Meeting.
In accordance with section 5-2 (1) of the Norwegian Public Limited Liability Companies Act, only shareholders in the company as of the record date on 13 March 2025 (five business days prior to the general meeting) have the right to participate and vote at the general meeting.
Shareholders that wish to participate in the general meeting must notify the company. In accordance with Article 8 of the company's Articles of Association, a notification of participation must be received at the latest two days before the general meeting, i.e. no later than 18 March 2025. A notification of participation can be registered through VPS Investor Services, via link available at the company's website, www.treasureasa.com, or by submittal of the form included as an appendix to the notice.
According to section 1-8 of the Norwegian Public Limited Liability Companies Act, as well as regulations on intermediaries covered by section 4-5 of the Norwegian Act on Central Securities Depositories and Securities Settlement etc. and related implementing regulations, the notice is sent to custodians who pass it on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies and/or notice of participation for the general meeting. Custodians must according to Section 5-3 of the Norwegian Public Limited Liability Companies Act register this with the company no later than 2 working days before the general meeting, i.e.no later than 18 March 2025.
A shareholder has the right to table draft resolutions for items included on the agenda and to require that members of the board of directors and the management in the general meeting provide available information that may affect the assessment of (i) approvals of the annual accounts and the annual report, (ii) matters that are presented to the shareholders for decision and (iii) the company's financial situation, including information about activities in other companies in which the company participates, and other matters to be discussed in the general meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the company. Shareholders also have the right to bring advisers to the general meeting and may grant the right to speech to one advisor.
Shareholders prevented from attending the general meeting may be represented by way of proxy or by submitting advance votes. Proxies or advance votes may be registered electronical via VPS Investor Services or link to the company's website, www.treasureasa.com, or by submittal of the enclosed form per the instructions and deadlines given in the form.
This notice, including the proxy form, the nomination committee's recommendation to the general meeting, the company's annual report as well as other documents to be considered by the general meeting and the company's articles of association are all available at www.treasureasa.com. Shareholders may also contact the company via Thomas Finnema by ordinary mail, e-mail or phone at [email protected] or +47 67 58 40 00 to request physical copies of the relevant documents.
27 February 2025 on behalf of the board of directors
Thomas Wilhelmsen Chair of the board
For further information regarding online participation in the general meeting, submission of notification of attendances, proxies and voting, please see attached forms and contact information for DNB Bank ASA.
Ref no: PIN - code:
Notice of Annual General Meeting
The Annual General Meeting in Treasure ASA will be held on 20 March 2025, 13:00 CET as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: __________ and vote for the number of shares registered in Euronext Securities Oslo (ESO) per the record date on 13 March 2025.
The deadline for enrolment, for electronic registration of advance votes, proxy of and voting instructions is 18 March 2025.
Electronic registration
Alternatively, use "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
Step 1 – Register during the enrolment/registration period:
- · Either through the company's website https://www.treasureasa.com/ using a reference number and PIN code (for those of you who receive the notice by post-service), or
- · Log in through VPS Investor services; available at https://investor.vps.no/garm or through own account manager (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:
"Enroll" - There is a statutory requirement for registration.
"Advance vote" - If you would like to vote in advance of the meeting
"Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person
"Close" - Press this if you do not wish to make any registration.
Step 2 – The general meeting day:
Online participation: Please login through https://dnb.lumiagm.com/108063423. You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).
If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.
Ref no: PIN-code:
Form for submission by post or e-mail for shareholders who cannot register their elections electronically.
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. The form must be received no later than 18 March 2025. If the shareholder is a company, the signature must be in accordance with the company certificate. *Will be unsecured unless the sender himself secure the e-mail.
____________________________ shares would like to be represented at the annual general meeting in Treasure ASA as follows (mark off):
- ☐ Enrol for online participation (do not mark the items below)
- ☐ Open proxy to the chairman of the Board of Directors or the person he or she authorizes (do not mark the items below)
- ☐ Proxy with voting instructions to the chairman of the Board of directors or the person he or she authorizes (mark "For", "Against" or "Abstain" on the individual items below)
- ☐ Advance votes (mark «For», «Against» or «Abstain» on the individual items below)
___________________________________________________________________
☐ Open proxy to the following person (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)
(enter the proxy solicitors name in the block letters) Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.
Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the nomination committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.
| Agenda for the Annual General Meeting 20 March 2025 | Against | Abstain | |
|---|---|---|---|
| 1. Election of a chairperson and a person to co-sign the minutes together with the chairperson |
o | o | o |
| 2. Adoption of the notice and the agenda |
o | o | o |
| 3. Approval of the annual accounts and annual report for Treasure ASA and the group for the financial year 2024, including group contribution consolidated accounts and payment of dividend |
o | o | o |
| 4. Authorization to the board to distribute additional dividend |
o | o | o |
| 5. Remuneration report for senior executives |
o | o | o |
| 6. Statement on corporate governance pursuant to Section 3-3 b of the Norwegian Accounting Act |
No voting | ||
| 7. Approval of the fee to the company's auditor |
o | o | o |
| 8. Election of members to the board of directors, including chairman of the board |
|||
| - Thomas Wilhelmsen (chairman) |
o | o | o |
| - Marianne Hagen (board member) |
o | o | o |
| 9. Determination on the remuneration for the members of the board of directors |
o | o | o |
| 10. Determination on the remuneration to the members of the nomination committee |
o | o | o |
| 11. Proposal to the General Meeting to Amend the Articles of Association | |||
| - Amendment of § 8: AGM Registration Deadline |
o | o | o |
| - Amendment of § 2: Correction of Location for the General Meeting |
o | o | o |
| 12. Authorisation to the board of directors to acquire shares in the company |
o | o | o |
The form must be dated and signed
GUIDE FOR ONLINE PARTICIPATION
Treasure ASA will hold its annual general meeting on 20 March 2025 at 13:00 CET as digital meeting, where you get the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online.
We also point out that you also can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy.
By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext Securities Oslo) in relation to this General Meeting.
Registration is required for shareholders who want to participate online, and shareholders must be logged in before the general meeting starts. Log ins after meeting has started will receive access, but with no voting rights.
Shareholder who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30)
HOW TO ACCESS THE ONLINE GENERAL MEETING
To be able to participate online, you must go to the following website: https://dnb.lumiagm.com
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported. enter Meeting ID: 108-063-423 and click Join:
Alternatively put direct link in your browser https://dnb.lumiagm.com/108063423
You must then identify yourself with: a) Ref. number from VPS for the general meeting b) PIN code from VPS for general meeting
Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting. If you for some reason log off, just log in again following steps above.
HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://investor.vps.no/garm or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).
Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their custodian. Please contact your custodian for further information.
HOW TO VOTE
When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.
To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one if desired.
To change your vote, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.
NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.
| 02-UK @ | 15:54 Poll Open |
@ 33% L |
|---|---|---|
| Split Voting | ||
| the chair | 2. Valg av møteleder og person til å medundertegne protokollen / Election of person to chair the meeting and election of a person to co-sign the minutes together with |
|
| Select a chaice to send. | ||
| For / For | ||
| Mot / Against | ||
| Avstår / Abstain | ||
| Cancel |
QUESTIONS TO THE GENERAL MEETING
Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open.
If you would like to ask a question relating to the items on the agenda, select the messaging icon.
Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.
Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.
All shareholders who submit questions will be identified with their full names, but not holding of shares.
Proposal from the nomination committee of Treasure ASA to its Annual General Meeting to be held 20 March 2025
The nomination committee of Treasure ASA has consisted of the following members:
Jan Gunnar Hartvig (chair) Gunnar Frederik Selvaag Silvija Seres
The work of the committee has followed the Guidelines for the nomination committee adopted by the Annual General Meeting on 13 March 2019.
Since the Annual General Meeting in 2024, the nomination committee has held five meetings.
In line with the guidelines and the procedures published on the Treasure ASA website, shareholders and other interested parties have been invited to put forward candidates for the board and the nomination committee. The committee has also been in contact with shareholders, the board of directors, and the company's executive personnel as part of its work on proposing candidates for election.
As part of its work on proposing candidates for election to the board, the committee has evaluated the performance of the board and the board composition, the experience, competence, and capacity of each candidate, and how the candidate may contribute as part of a team. The composition of the board is also regulated by the Articles of Association and Norwegian law and regulation, including related to gender diversity. The board conducted its annual evaluation of performance and expertise during the fourth quarter of 2024. The outcome of the evaluation was shared with the nomination committee.
As part of its work on proposing candidates for election to the nomination committee, the committee has evaluated the work and procedures of the committee, the experience, competence, and capacity of each member, and the availability of external support.
As part of its work on proposing remuneration, the committee has evaluated the work and responsibility involved, and the remuneration level for comparable positions.
All below proposals are unanimous.
1. Remuneration of the members of the board of directors
The nomination committee proposes the following remuneration of the members of the board of directors for the period from the Annual General Meeting in 2024 until the Annual General Meeting in 2025. Remuneration for the previous period is shown in brackets. The board fees are proposed increased with an inflationary element of approximately 3 per cent.
| Board members from majority shareholder: | nil (nil) |
|---|---|
| The other board members: | NOK 157 000 (NOK 152 250) |
The nomination committee supports the recommendation of the Norwegian Code of Practice for Corporate Governance that members of the board of directors should be encouraged to own shares in the company. The nomination committee recommends that board members use 20 per cent of their net annual board remuneration to buy shares in Treasure ASA up until the accumulated value of their shareholding in Treasure ASA is equal to, or exceeds, the gross annual remuneration received by the board member from the company.
2. Remuneration of the members of the nomination committee
The nomination committee proposes the following remuneration of the members of the nomination committee for the period from the Annual General Meeting in 2024 until the Annual General Meeting in 2025. Remuneration for the previous period is shown in brackets. The fees are proposed increased with an inflationary element of approximately 3 per cent.
| The nomination committee chair: | NOK 43,500 (NOK 42,000) |
|---|---|
| Nomination committee member: | NOK 32,500 (NOK 31,500) |
3. Election of members of the board of directors
According to the Articles of association, the board of Treasure ASA is made up of three to nine members and up to three deputy members.
Thomas Wilhelmsen (board chair) and Marianne Hagen were elected at the Annual General Meeting on 16 March 2023 for a period of two years. They are as such up for election at this year's Annual General Meeting.
Christian Berg and Marianne Lie were elected at the Annual General Meeting on 7 March 2024 for a period of two years. They are as such not up for election at the 20 March 2025 Annual General Meeting.
The nomination committee proposes that Thomas Wilhelmsen is re-elected as board chair and that Marianne Hagen is re-elected as board member for a period of two years. The nomination committee considers the proposed board to include the right balance of complementary experience and competence. Further, it is considered that each board member has and will continue to have the necessary capacity and motivation, and that the board will continue to function effectively as a collegiate body.
Subject approval by the Annual General Meeting, the board will then consist of the following members:
| Thomas Wilhelmsen (chair) | Re-elected 2025 | For period 2025-27 |
|---|---|---|
| Christian Berg | Re-elected 2024 | For period 2024-26 |
| Marianne Hagen | Re-elected 2025 | For period 2025-27 |
| Marianne Lie | Elected 2024 | For period 2024-26 |
Thomas Wilhelmsen has served as Treasure ASA board chair since 2016. He is group CEO of Wilh. Wilhelmsen Holding ASA, which is the majority shareholder in Treasure ASA. He is also a board member of Wallenius Wilhelmsen ASA.
Marianne Hagen has served on the Treasure ASA board since 2021. She brings broad experience from corporate, public and organizational activities. Marianne Hagen is co-lead on the Seabed Curtain Project. She has been executive vice president in charge of sustainability, HSSE and communication at Aker Solutions ASA, joining from The Norwegian Ministry of Foreign Affairs as Deputy Minister. Her business experience also includes management positions at the Norwegian Royal Court and the Norwegian Shipowners Association.
Further information on board members is available on the company website at: https://www.treasureasa.com/en/corporate-governance/board-and-management/
4. Election of member of the nomination committee
According to the Guidelines for the nomination committee, the nomination committee of Treasure ASA shall consist of two to four members, including the chair. The nomination committee members, including the chair, are elected by the general meeting for a period of up to two years.
The nomination committee chair Jan Gunnar Hartvig and committee members Gunnar Frederik Selvaag and Silvija Seres were elected at the Annual General Meeting on 7 March 2024 for a period of two years. They are as such not up for election at this year's Annual General Meeting on 20 March 2025. The nomination committee does not propose any new members of the nomination committee.
The nomination committee will then continue to consist of the following members:
| Jan Gunnar Hartvig (chair) | Re-elected 2024 | For period 2024-26 |
|---|---|---|
| Gunnar Frederik Selvaag | Re-elected 2024 | For period 2024-26 |
| Silvija Seres | Re-elected 2024 | For period 2024-26 |
Further information on the nomination committee members is available on the company website at: https://www.treasureasa.com/en/corporate-governance/nomination-committee/
Lysaker, 9 January 2025
(chair)
Jan Gunnar Hartvig Gunnar Frederik Selvaag Silvija Seres
ARTICLES of ASSOCIATION Of TREASURE ASA
(This will be the Articles of Association after the Annual General Assembly 20. March 2025 10. October 2023) Organisation number 916 803 222
Article 1 – Name
The name of the company is Treasure ASA. The company is a public limited company.
Article 2 – Registered address
The company has its registered address in the municipality of Bærum. The General Meeting may also be held in the municipalities of Oslo, Tønsberg or NøtterøyFærder.
Article 3 – Business activities
The objective of the company is to engage in shipping, maritime services, aviation, industry, commerce, finance business, brokerage, agencies and forwarding, to own or manage real estate, and to run business related thereto or associated therewith. This may take place in a direct, or in an indirect manner through participation in companies with similar activities.
Article 4 – Share capital
The share capital of the Company amounts to NOK 20,472,266.30 consisting of 204,722,663 shares each with a nominal value of NOK 0.10.
Article 5 – Board of Directors
The company's Board of Directors is made up of three to nine members and up to three deputy members.
Article 6 – Signature
The Chair of the Board of Directors, acting singly, or any two Directors, acting jointly, are authorised to sign on behalf of the company.
Article 7 – Nomination Committee
The company's Nomination Committee shall consist of two to four members.
Article 8 – General Meeting
It is not necessary to forward to the shareholders documents relating to matters to be deliberated by the General Meeting, hereunder documents required by statute to be included in, or appended to, the notice of the General Meeting, provided that such documents are available on the website of the company. A shareholder may nevertheless request that documents relating to matters to be deliberated by the General Meeting be forwarded to him or her.
The following matters are to be dealt with and decided on at the Annual General Meeting:
- · Adoption of the annual report and accounts, including the distribution of dividend.
- · Adoption of the Auditor's remuneration.
- · Determination of the remuneration for Board members, Deputy board members and the Nomination Committee members.
- · Election of Chair, members and deputy members to the Board, and election of Chair and members to the Nomination Committee, and election of the auditors (if they are up for election).
- · Any other matters that belong under the Annual General Meeting by law or according to the Articles of Association.
Shareholders can vote through electronic communication in a period prior to the general meeting. The Board of directors can stipulate guidelines for such advance voting. It must be stated in the notice of general meeting which guidelines have been set.
Shareholders who wish to participate in the general meeting must notify the company in advance so that the notification is received within a specified deadline, which cannot expire earlier than two days before the general meeting.The notice of a general meeting may state that those shareholders wishing to participate in the general meeting must report to the company by a certain deadline which shall not be less than two working days prior to the general meeting.
Adopted 20. March 2025 10. October 2023
ARTICLES of ASSOCIATION Of TREASURE ASA
(This will be the Articles of Association after the Annual General Assembly 20. March 2025)
Organisation number 916 803 222
Article 1 – Name
The name of the company is Treasure ASA. The company is a public limited company.
Article 2 – Registered address
The company has its registered address in the municipality of Bærum. The General Meeting may also be held in the municipalities of Oslo, Tønsberg or Færder.
Article 3 – Business activities
The objective of the company is to engage in shipping, maritime services, aviation, industry, commerce, finance business, brokerage, agencies and forwarding, to own or manage real estate, and to run business related thereto or associated therewith. This may take place in a direct, or in an indirect manner through participation in companies with similar activities.
Article 4 – Share capital
The share capital of the Company amounts to NOK 20,472,266.30 consisting of 204,722,663 shares each with a nominal value of NOK 0.10.
Article 5 – Board of Directors
The company's Board of Directors is made up of three to nine members and up to three deputy members.
Article 6 – Signature
The Chair of the Board of Directors, acting singly, or any two Directors, acting jointly, are authorised to sign on behalf of the company.
Article 7 – Nomination Committee
The company's Nomination Committee shall consist of two to four members.
Article 8 – General Meeting
It is not necessary to forward to the shareholders documents relating to matters to be deliberated by the General Meeting, hereunder documents required by statute to be included in, or appended to, the notice of the General Meeting, provided that such documents are available on the website of the company. A shareholder may nevertheless request that documents relating to matters to be deliberated by the General Meeting be forwarded to him or her.
The following matters are to be dealt with and decided on at the Annual General Meeting:
- · Adoption of the annual report and accounts, including the distribution of dividend.
- · Adoption of the Auditor's remuneration.
- · Determination of the remuneration for Board members, Deputy board members and the Nomination Committee members.
- · Election of Chair, members and deputy members to the Board, and election of Chair and members to the Nomination Committee, and election of the auditors (if they are up for election).
- · Any other matters that belong under the Annual General Meeting by law or according to the Articles of Association.
Shareholders can vote through electronic communication in a period prior to the general meeting. The Board of directors can stipulate guidelines for such advance voting. It must be stated in the notice of general meeting which guidelines have been set.
Shareholders who wish to participate in the general meeting must notify the company in advance so that the notification is received within a specified deadline, which cannot expire earlier than two days before the general meeting.
Adopted 20. March 2025