AGM Information • Jun 16, 2025
AGM Information
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held at Prime View, Prime Four Business Park, Kingswell, Aberdeen, AB15 8PU, Scotland, United Kingdom on 16 June 2025 at 9.00 a.m.
PRESENT: Diane Stephen (Chairperson/proxyholder)
Tristan Groves (as proxyholder)
Ms. Stephen confirmed that notice of the meeting had been duly given in accordance with the Company Bye-lawsand that, as at 11 June 2025, being the record date for voting at the annual general meeting, there were 239,807,088 commonshares outstanding and entitled to vote at the meeting, and that proxy forms had been submitted covering 173,763,545 common shares. Ms. Stephen confirmed that a quorum was therefore present for the purposes of conducting the business of the meeting. Ms. Stephen proceeded to declare the meeting duly convened and was appointed Chairperson of this meeting.
The Chairperson described the voting process for the items contained on the meeting Agenda requiring Member approval, as previously distributed to the Members, and it was determined that each proposal reflected in the Agenda would be voted on, in accordance with Bye-Law 30.3, by a show of hands unless a poll vote was requested.
The consolidated financial statements reflecting the Company's performance for the year ended 31 December, 2024 and the report of its independent auditors, KPMG AS, which had been made available on the Company's website, were then presented at the meeting.
The first item for Membervote was to elect the following five persons as directors of the Company, to hold office until the next Annual General Meeting of the Company or until their respective successors have been elected or appointedortheir office is otherwise vacated:
Helene Odfjell, Director Simen Lieungh, Director Harald Thorstein, Director Knut Hatleskog, Director Alasdair Shiach, Director
This proposal passed in accordance with the following vote:
| FOR | AGAINST | ABSTAIN | TOTAL |
|---|---|---|---|
| 162,097,741 | 7,460,011 | 4,203,293 | 173,761,045 |
RESOLVED THATHelene Odfjell be and is hereby appointed as a Director of the Companyto hold office until the next Annual General Meeting of the Companyor until her successor has been elected or appointed or heroffice is otherwise vacated.
| (b) | ELECTION passed |
OF SIMEN |
AS LIEUNGH in accordancewith |
DIRECTOR | ||
|---|---|---|---|---|---|---|
| This | proposal FOR 136,545,756 |
the AGAINST 32,978,603 |
following | vote: ABSTAIN 4,236,686 |
TOTAL 173,761,045 |
RESOLVED THATSimen Lieungh be and is hereby appointed as a Director of the Companyto hold office until the next Annual General Meeting of the Companyoruntil his successor has been elected or appointedorhis office is otherwise vacated. FOR AGAINST ABSTAIN TOTAL
This proposal passed in accordancewith the following vote:
| 140,086,241 | 29,471,511 | 4,203,293 | 173,761,045 |
|---|---|---|---|
RESOLVED THATHarald Thorstein be and is hereby appointed as a. Director of the Company to hold office until the next Annual General Meeting of the Company or until his successor has been elected or appointedorhis office is otherwise vacated. FOR AGAINST ABSTAIN TOTAL FOR AGAINST ABSTAIN TOTAL
This proposal passed in accordance with the following vote:
| 167,354,582 | 2,203,170 | 4,203,293 | 173,761,045 |
|---|---|---|---|
RESOLVED THATKnut Hatleskog be and is hereby appointed as a Director of the Companyto hold office until the next Annual General Meeting of the Companyoruntil his successor has beenelected or appointedorhis office is otherwise vacated.
This proposal passedin accordance with the following vote:
| 167,625,244 | 1,932,508 | 4,203,293 | 173,761,045 |
|---|---|---|---|
RESOLVED THATAlasdair Shiach be and is hereby appointed as a Director of the Company to hold office until the next Annual General Meeting of the Company or until his successor has been elected or appointed or her office is otherwise vacated.
The second proposal for Member vote was the appointment of KPMG AS ("KPMG") as auditors of the Company and authorisation for the Board of Directors to determine their remuneration.
This proposal passedin accordancewith the following vote:
| FOR | AGAINST | ABSTAIN | TOTAL |
|---|---|---|---|
| 169,557,752 | 0 | 4,203,293 | 173,761,045 |
RESOLVED THAT KPMGASbeandare hereby appointed as the auditors of the Company until the conclusion of the next annual general meeting and the Company's Board of Directors be and is hereby authorised to determine their remuneration.
Odfjell Drilling Ltd 2025 Annual General Meeting
The third proposal for Membervote wasthe approval of the remuneration of the Company's Board of Directors up to a total amount of fees not to exceed US\$300,000.00 of the year ended 30 June 2025.
This proposal passed in accordancewith the following vote:
| FOR | AGAINST | ABSTAIN | TOTAL |
|---|---|---|---|
| 168,444,930 | 0 | 5,316,115 | 173,761,045 |
RESOLVED THATthe remuneration of the Company's Board of Directors up to a total amount of fees not to exceed US\$ 300,000.00 for the year ended 30 June 2025, be and is hereby approved.
The final proposal for Member vote was the approval of the Executive Remuneration Report 2024 which wasincluded in the Annual Report for the year ended 31 December2024.
This proposal passed in accordance with the following vote:
| FOR | AGAINST | ABSTAIN | TOTAL |
|---|---|---|---|
| 131,387,913 | 37,057,017 | 5,316,115 | 173,761,045 |
RESOLVEDTHATthe Executive Remuneration Report 2024 be and is hereby approved.
There being no further business, the Chairperson declared the meeting closed.
Da Lip Bane Stephen
Chairperson
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