AI assistant
ABL Group — AGM Information 2015
May 22, 2015
3519_iss_2015-05-22_4a9c86dd-c413-4f38-b2a6-57fcb7f93c91.pdf
AGM Information
Open in viewerOpens in your device viewer
MINUTES FROM ANNUAL GENERAL MEETING IN AQUALIS ASA
The annual general meeting in Aqualis ASA ("Aqualis" or "the Company") was held on Friday May 22, 2015 at 1300 hrs (CET) at Siølyst Plass 2, Oslo, Norway.
1. Opening of the meeting and registration of attending shareholders
The Chairman of the Board, Glen Rødland, opened the meeting.
Present were in total 15'148'452 shares, including 9'111'842 shares represented by proxy. Thus, approximately 35% of the Company's total share capital was represented at the general meeting.
2. Election of meeting Chairman and a person to co-sign the minutes
The following resolution was passed:
"Glen Rødland is elected to chair the meeting. Peer Torstein Holm is elected to co-sign the minutes."
3. Approval of the notice of the meeting and the agenda
There were no objections to the notice and the agenda, and the following resolution was passed:
"The notice of and agenda for the meeting are approved."
4. Approval of annual financial statement and the Directors' report for 2014
The following resolution was passed:
"The General Meeting approves the Annual Financial Statements and the Directors' Report for 2014. The net profit for the year of USD 250k is transferred to retained earnings. No dividends will be paid for the financial year,'
5. Remuneration for the board of directors and the election committee
The following resolution was passed:
"The recommendation from the Election Committee is approved. The remuneration to shareholder-elected board members for the period from the extraordinary general meeting 10 July 2014 to annual general meeting of 2015, and the annual general meeting of 2015 to the annual general meeting of 2016 for the Chairman of the Board and Board members:
| Chairman of the Board | NOK 250'000 |
|---|---|
| Board members | NOK 150'000 |
| Deputy Board member | NOK 40'000 |
The remuneration to the Election Committee for the period from the extraordinary general meeting 10 July 2014 to annual general meeting of 2015, and the annual general meeting in 2015 to the annual general meeting in 2016 shall be:
| Chairman of the Committee | NOK 30'000 |
|---|---|
| Members of the Committee | NOK 20'000" |
6. Auditor's remuneration
The following resolution was passed:
"The general meeting approves the auditor's remuneration for audit of the Annual Financial Statements of Aqualis ASA for the financial year of 2014 in accordance with invoice.'
7. The Board's statement regarding determination of salary and other compensation to leading employees
The Board's statement on compensation to leading employees in accordance with the Norwegian Public Limited Companies Act ("the Act") section 6-16a was discussed.
The following resolution was passed:
Part 1:
"The General Meeting supports the statement of the Board regarding compensation to leading employees."
Part 2:
"The General Meeting adopts the statement of the Board regarding long term incentive plans and measures for keeping key personnel.'
8. Authorization to issue shares
The following resolution was passed:
"The Board is granted authorization to increase the share capital with up to NOK 2'159'527.20, which is approx. 50% of the existing share capital, shares through one or several share capital increases. The authorization may be used for one or more of the following purposes:
(i) for issuance of shares in connection with the Company's share plan for employees concerning FY 2014 (planned to be executed in June 2015); and/or
(ii) for issuance of shares in connection with the Company's share plan for employees concerning FY 2015 (expected to be executed in May 2016); and/or
(iii) to provide the Company with financial flexibility, including in connection with investments, mergers and acquisitions.
Price and conditions for subscription will be determined by the Board on issuance, according to the Company's needs and the shares' market value at the time. Shares may be issued in exchange for cash settlement or contribution in kind.
The existing shareholders preemptive rights to subscribe shares can be deviated from in connection with the effectuation of this authorization.
The Board's authorization is valid until the Annual General Meeting in 2016, but shall in any event expire at the latest 15 months from the date of this annual general meeting
The Board is at the same time given authorization to make the necessary amendments to the articles of association on execution of the authorization. This authorization replaces the authorization to increase the share capital given by the extraordinary general meeting on 24 July 2014."
9. Authorization to acquire treasury shares
The following resolution was passed:
"The Board is granted authorization to acquire shares in Agualis ASA on behalf of the Company for one or more of the following purposes:
(i) in connection with the Company's share program for its employees, and/or (ii) to increase return on investment for the Company's shareholders.
The authorization covers purchase(s) of up to 10% of the face value of the share capital of the Company, cf. the public limited liability companies act §§ 9-2 and 9-3. Shares may be acquired at minimum NOK 0.1 per share and maximum NOK 100 per share. These limitations shall be adjusted in the event of share consolidation, share splits, and similar transactions. The shares shall be acquired through ordinary purchase on the stock exchange. The Board's authorization is valid until the annual general meeting in 2016, but shall in any event expire at the latest
15 months from the date of this General Meeting. The decision shall be notified to and registered by the Norwegian Register of Business Enterprises prior to acquiring any shares pursuant to this authorization."
10. Election of members to the board of directors
The following resolution was passed:
"The following are re-elected as board members for a period up to the annual general meeting of 2017:
Yvonne L. Sandvold Synne Syrrist
The following is elected as board member for a period up to the annual general meeting of 2017:
Martin Nes
Accordingly, the Board of Directors will consist of the following shareholder-elected board members:
Glen Rødland (Chairman) Yvonne L. Sandvold Reuben Segal Martin Nes Synne Syrrist»
11. Election of members to the election committee
The following resolution was passed:
"The following are elected to the Company's election committee for a period up to the Company's annual general meeting in 2016:
Eigil Stray Spetalen (chairman) Espen Lundaas (member)"
*****
As there were no further matters on the agenda, the Chairman thanked the present shareholders for their participation, and the meeting was adjourned.
Attached is a detailed overview of the results and voting, including i.a number of votes for and against the respective resolutions, cf the Norwegian public limited companies act section 5-16.
*****
The signature follows on the next page.
Signature page for Aqualis ASA Annual General Meeting 2015
Oslo, May 22, 2015 Peer Torstein Holm
$\bar{\alpha}$
Attachment: Voting
$\mathcal{A}$
Total Represented
| ISIN: | NO0010715394 AQUALIS ASA |
|---|---|
| General meeting date: 22/05/2015 13.00 | |
| Today: | 22.05.2015 |
Number of persons with voting rights represented/attended: 3
| Number of shares % sc | ||
|---|---|---|
| Total shares | 43,190,544 | |
| - own shares of the company | 0 | |
| Total shares with voting rights | 43,190,544 | |
| Represented by own shares | 5,283,519 | 12.23 % |
| Represented by advance vote | 753,091 | 1.74 % |
| Sum own shares | 6,036,610 13.98 % | |
| Represented by proxy | 9,111,842 21.10 % | |
| Sum proxy shares | 9,111,842 21.10 % | |
| Total represented with voting rights | 15,148,452 35.07 % | |
| Total represented by share capital | 15,148,452 35.07 % |
Registrar for the company:
NORDEA BANK NORGE ASA
Signature company:
AQUALIS ASA
Protocol for general meeting AQUALIS ASA
| ISIN: | NO0010715394 AQUALIS ASA | |||||
|---|---|---|---|---|---|---|
| General meeting date: 22/05/2015 13.00 | ||||||
| Today: | 22.05.2015 | |||||
| Shares class | FOR | Against Abstain Poll in | Poll not registered Represented shares with voting rights |
|||
| Agenda item 2 Election of the chairman of the meeting and a person to co-sign the minutes | ||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | 0.00% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 35.07 % | 0.00% | 0.00% | 35.07 % | 0.00% | |
| Total | 15,148,452 | o | 0 15,148,452 | 0 | 15,148,452 | |
| Agenda item 3 Approval of the notice of the meeting and the agenda | ||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | 0.00% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 35.07 % | 0.00% | 0.00% | 35.07 % | 0.00% | |
| Total | 15,148,452 | 0 | 0 15,148,452 | 0 | 15,148,452 | |
| Agenda item 4 Approval of the annual financial statements and the Directors' report for 2014 | ||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | $0.00 \%$ | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 35.07 % | 0.00% | 0.00% | 35.07 % | 0.00% | |
| Total | 15,148,452 | 0 | 0 15,148,452 | 0 | 15,148,452 | |
| Agenda item 5 Approval of remuneration for the Board of Directors and Election Committee | ||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | 0.00% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 35.07 % | 0.00% | 0.00% | 35.07 % | 0.00% | |
| Total | 15,148,452 | о | 0 | 15,148,452 | ٥ | 15,148,452 |
| Agenda item 6 Approval of auditor's remuneration | ||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | 0.00% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 35.07% | $0.00 \%$ | 0.00% | 35.07 % | 0.00% | |
| Total | 15,148,452 | 0 | 0 15,148,452 | 0 | 15,148,452 | |
| Agenda item 7 The Board's statement regarding determination of salary and other compensation to leading | ||||||
| employees | ||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % representation of sc in % |
100.00 % | $0.00 \%$ | 0.00% | |||
| total sc in % | 100.00 % 35.07 % |
$0.00 \%$ 0.00% |
0.00% 0.00% |
100.00 % 35.07 % |
0.00% 0.00% |
|
| Total | 15,148,452 | 0 | 0 15,148,452 | 0 | ||
| 15,148,452 | ||||||
| Agenda item 7.1 The General Meeting supports the statement of the Board regarding compensation to leading employees |
||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % | 100.00 % | $0.00 \%$ | 0.00% | |||
| representation of sc in % | 100.00 % | $0.00 \%$ | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 35.07 % | 0.00% | 0.00% | 35.07 % | 0.00% | |
| Total | 15,148,452 | 0 | 0 15, 148, 452 | 0 | 15,148,452 | |
| Agenda item 7.2 The General Meeting adopts the statement of the Board regarding long term incentive plans | ||||||
| and measures for keeping key personnel | ||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % | 100.00 % | $0.00 \%$ | 0.00% |
| Shares class | FOR | Against Abstain Poll in | Poll not registered Represented shares with voting rights |
|||
|---|---|---|---|---|---|---|
| representation of sc in % | 100.00 % 0.00 % 0.00 % | 100.00 % | 0.00% | |||
| total sc in % | 35.07 % | 0.00% | 0.00% | 35.07% | 0.00% | |
| Total | 15,148,452 | 0 | 0 15,148,452 | 0 | 15,148,452 | |
| Agenda item 8 Authorisation to issue shares | ||||||
| Ordinær | 14,435,479 712,973 | 0 | 15,148,452 | 0 | 15,148,452 | |
| votes cast in % | 95.29 % | 4.71 % | 0.00% | |||
| representation of sc in % | 95.29 % | 4.71 % | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 33.42 % | 1.65% | $0.00 \%$ | 35.07 % | 0.00% | |
| Total | 14,435,479 712,973 | 0 15,148,452 | 0 | 15,148,452 | ||
| Agenda item 9 Authorisation to acquire treasury shares | ||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | 0.00% | $0.00 \%$ | 100.00 % | 0.00% | |
| total sc in % | 35.07 % | 0.00% | 0.00% | 35.07 % | 0.00% | |
| Total | 15,148,452 | 0 | 0 15,148,452 | 0 | 15,148,452 | |
| Agenda item 10 Election of members to the Board of Directors | ||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | 0.00% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 35.07 % | 0.00% | 0.00% | 35.07 % | 0.00% | |
| Total | 15,148,452 | 0 | 0 15,148,452 | 0 | 15,148,452 | |
| Agenda item 11 Election of members to the Election Committee | ||||||
| Ordinær | 15,148,452 | 0 | 0 | 15,148,452 | 0 | 15,148,452 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | 0.00% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 35.07 % | 0.00% | 0.00% | 35.07 % | 0.00% | |
| Total | 15, 148, 452 | 0 | 0 15,148,452 | O | 15,148,452 |
Signature company:
Registrar for the company:
NORDEA BANK NORGE ASA
He Rockburg AQUALIS AZA
Share Information
| Name | Total number of shares Nominal value Share capital Voting rights | ||
|---|---|---|---|
| Ordinær | 43,190,544 | 0.10 4.319.054.40 Yes | |
| Sum: |
§ 5-17 Generally majority requirement requires majority of the given votes
§ 5-18 Amendment to resolution Requires two-thirds majority of the given votes like the issued share capital represented/attended on the general meeting