Pre-Annual General Meeting Information • May 6, 2025
Pre-Annual General Meeting Information
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IN
ADS MARITIME HOLDING PLC Reg.No.383277 - Public Limited Liability Company
Registered Office and Secretary: OSM House, 22 Amathountos, 4532 Agios Tychonas, Limassol, Cyprus Tel: +357 25 335501, email: [email protected]
Notice is hereby given that the Annual General Meeting of the Company will be held on Thursday 29% May 2025 at 16:00 hours (local time), at the Registered Office of the Company in Limassol when the following Ordinary business will be transacted:
To receive and consider the Board of Directors' Report, the Audited Annual Financial Statements of the Company, the Audited Consolidated Financial Statements of the Group and the Auditors' Report, for the year 2024 (collectively, the "Annual Report"), as pursuant to the Cyprus Companies Law, Cap.113 (as amended) the Board of Directors shall present in a general meeting of the Company the Annual Report was approved by the Board of Directors on 26 March 2025 and published and made available to each Shareholder the following day on the Company's website.
As per the Articles of Association of the Company, (i) "At every subsequent annual general meeting, one third of the directors of the company for the time being, or if their number is not a multiple of three, then the number nearest to one third, shall retire from office" and (ii) "the directors to retire in every year shall be those who have been longest in office since their last election and for directors who became directors on the director(s) to retire should be agreed amongst themselves or else be determined by lot". Also, a retiring Director can stand for re-election.
The two Directors of the Company that will retire from office at the forthcoming Annual General Meeting are Mr. Bjom Tore Larsen and Mr. Marios Demetriades, both whom will offer themselves for re-election.
The bios of the Directors are available on the Company's website, www.adsmh.com
The Board of Directors proposes the following to be resolved as:
"That Bjorn Tore Larsen be and is hereby re-appointed as a Director of the Company."
"That Marios Demetriades be and is hereby re-appointed as a Director of the Company."
Pursuant to the Articles of Association of the Company, the directors shall from time to time be determined by the company in a general meeting and all travel and other costs and expenses related to the service as a Director in the Board of Directors of the Company, shall be borne by the Company.
The Board of Directors proposes that the Chairman of the Board of Directors is entitled to remuneration at the rate of EUR 15,000 per annum, the Deputy Chairman EUR 10,000 per annum and the other Directors EUR 7,500 per annum.
The Board of Directors proposes the following to be resolved as:
"That until the next Annual General Meeting the remuneration payable to board members is EUR 15,000 to the Chairman, EUR 10,000 to the Deputy Chairman and to the other Directors EUR 7,500 per annum.
Pursuant to Cyprus Companies Law, Cap.113 (as amended), it is (inter alia) provided that "At any annual general meeting the outgoing auditor is re appointed, without adoping a resolution unless - (a) he does not possess the qualifications for reappointment or (b) at that meeting it was decided that another person be appointed instead or expressly decided for him not to be re-appointed or (c) has given the company a written notice of his unwillingness to be reappointed ... " The Company's Auditors, RSM Cyprus Limited, expressed their wish to continue to provide their services.
The remuneration paid to the Auditors for 2024 is disclosed in Note 10 of the Company's Annual Report and includes the statutory audit fees for the 2024 audit of the Company.
The Board of Directors proposes the following to be resolved as:
"That the remuneration of the Auditors of the Company for 2025 is to be determined by the Board of Directors in accordance with the Articles of Association."
The Record Date for the participation at the Annual General Meeting is 7 May 2025. Only Shareholders registered in the Registry of the Euronext Growth Oslo Exchange in Norway at the Record Date shall have the right to attend, vote and address the Annual General Meeting. Any change in the relevant Registry after the Record Date will not be counted in determining the right of any person to attend and vote at the Meeting.
The Issued Ordinary Shares of the Company, comprising its total issued share capital, at the Record Date are 23,390,300 ordinary shares and every ordinary share incorporates the right of one vote. The holder of an ordinary share of the Company is a Shareholder of the Company.
Any Shareholder entitled to attend, vote and address the Annual General Meeting is entitled to appoint a proxy to attend, vote and speak in his stead. A proxy needs not be a Shareholder can appoint a proxy using either Proxy Form A or Proxy Form B (Enclosures I and II, respectively) and submitting the proxy document to Nordea VPS by email at [email protected] by latest 16:00 (CET) on 25 May 2025. If for whatever reason it is not being possible to vote during the forthcoming Annual General Meeting in person, Shareholders are strongly encouraged to appoint the Chair of the forthcoming Annual General Meeting as their proxy to ensure their vote is recorded.
Every Shareholder has the right to ask questions relating to the agenda of the Annual General Meeting, subject to any measures the Company may adopt for the ascertainment of the Shareholder's identity, as well as to parameters relating to the planning and the good order of the Annual General Meeting, the confidentiality and the business interests of the Company. Subject to what is mentioned in relation to the Record Date, any Shareholder is entitled to attend, vote and address the Annual General Meeting.
The Annual Report (which includes the Board of Directors' Report, the Audited Financial Statements of the Company, the Audited Consolidated Financial Statements of the Group for the year 2024) is available at the website of the Company www.adsmh.com
This Notice is posted at the website of the Company www.adsmh.com
6 May, 2025
By order of the Board of Directors, of Mytona Secretary of ADS MARITIME HOLDING PLC
Enclosures:
Enclosure I Shareholder Proxy Form 1
Shareholder Proxy Form 2 Enclosure II
| STARETVLUER FRVA I VAIII A Form A |
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|---|---|---|
| lo ADS Maritime Holding plc This shareholder proxy form should be returned by email to Nordea.com by no later than 16:00 (CET) on 25 May 2025 |
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| I/We (name) ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ||
| of (address) , ___________________________ | ||
| holding the following number of shares in the Company___________________ | ||
| hereby appoint | ||
| Meeting or his/her nominee to be my/our proxy to vote for me/us and on ny/our behalf at the Annual General Meeting of the Company, to be held | ||
| on Thursday 290 May 2025 at 16:00 hours (local tine), at OSM House, 22 Amathountos, 4532 Agios Tychonas, Limassol, Gyprus and at any | ||
| adjoumment thereof. | ||
| Dated: Dated: ____________________________ | ||
| Signed: ____________________________ | ||
| NOTES: 1. A Shareholder entitled to attend and vote at the Meeting may appoint a proxy to attend and, on a poll, vote in place of the Shareholder. If for whatever reason it is not possible to vote during in person, Shareholders are strongly encouraged to appoint the Chair of the Annual General Meeting as their proxy to ensure their vote is recorded. A Shareholder may choose a proxy of their own choice by inserting the proxy's name on this proxy form in the space provided above. |
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| 2. If the Shareholder is a corporation, this form must be executed under its common seal or the hand of a duly authorized officer and satisfectory evidence of authority must be provided. |
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| 3. The proxy will exercise the proxy's discretion as to whether, and how to vote. | ||
| 4. If the proxy form is returned without an indication of the number of shares neld by the Shares held by the Shareholder, the proxy will be recognized to the extent of the number of shares (if any) recorded in VPS in the name of the Record Date of the Annual General Meeting (7 May 2025). |
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| 5. In the case of joint holders, any holder may sign this form. |
| SHAREHOLDER PROXY FORM B | |||
|---|---|---|---|
| Form B 10 ADS Maritime Holding plc This shareholder proxy form should be returned by email to Nordea.com by no later than 14:00 (CET) on 25 May 2025. |
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| I/We (name) ________________________ | |||
| of (address) _______________________ | |||
| holding the following number of shares in the Company - would and the company of the company of | |||
| hereby appoint ___________________________ | |||
| Meeting or his/her nominee to be my/our proxy to vote for me/us and on my/our behalf at the Company, to be held | |||
| on Thursday 29th May 2025 at 16:00 hours (local time), at OSM House, 22 Agios Tychonas, Limassol, Gyprus and at any | |||
| adjournment thereof. | |||
| My/our instructions for voting with respect to the resolutions mentioned below are as follows: | |||
| · Resolution 1a | Re-election of Bjorn Tore Larsen, as a director | In Favour of/Against® __________________________ | |
| · Resolution 1b Re-election of Marios Demetriades, as a director | In Favour of/Against* __________________________ | ||
| · Resolution 2 | In Favour of/Against* __________________________ | ||
| · Resolution 3 | Authority to be granted to the Board of Directors to set | In Favour of/Against* __________________________ | |
| the remuneration of the Auditors for 2025 | |||
| *Strike out whichever is not desired. | |||
| Unless otherwise instructed, the proxy thinks fit or abstain from voling in respect of the resolutions specified and also on any other business which may come before the Meeting. |
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| Dated: Dated: ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | |||
| Signed: ____________________________ | |||
| NOTES: 1. A Shareholder entitled to ettend and vote at the Meeting may appoint a proxy to attend and, on a poll, vote in place of the Shareholder. If for whatever reason it is not possible to vote during in person, Shareholders are strongly encouraged to appoint the Chair of the Annual General Meeting as their proxy to ensure their vote is recorded. A Shareholder may choose a proxy of their own choice by inserting the proxy's name on this proxy form in the space provided above. |
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| 2. If the Shareholder is a corporation, this form must be executed under its common seal or the hand satisfactory evidence of authority must be provided. |
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| 3. If the proxy form is returned without as to how the proxy is to vote on a particular matter, the proxy will exercise the proxy's discretion as to whether, and how to vote. |
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| 4. If the proxy form is returned without an internes or an inaccurate number of shares held by the Shareholder, the proxy will be recognized to the extent of the number of shares (if any) recorded in VPS in the name of the Record Date of the Annual General Meeting (7 May 2025). |
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