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ABL Group — AGM Information 2016
May 20, 2016
3519_iss_2016-05-20_339d59eb-2f1e-4fe7-9be0-7fba459bc140.pdf
AGM Information
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MINUTES FROM ANNUAL GENERAL MEETING IN AQUALIS ASA
The annual general meeting in Aqualis ASA ("Aqualis" or "the Company") was held on Friday May 20, 2016 at 1300 hrs (CET) at Bleikerveien 17 1387 Asker, 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 9 894 015 shares, including 2 117 819 shares represented by proxy. Thus, approximately 22.74% 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. Lars Løken 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 2015, including the Corporate Governance statement
The following resolution was passed:
"The General Meeting approves the Annual Financial Statements and the Directors' Report for 2015. The net loss for year of USD 2 197 585 is covered from 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 annual general meeting of 2016 to the annual general meeting of 2017, for the Chairman of the Board and Board members:
| Chairman of the Board | NOK 200,000 |
|---|---|
| Board members | NOK 130,000 |
The remuneration to the Election Committee for the period from the annual general meeting of 2016 to the annual general meeting in 2017 shall be:
| Chairman of the Committee | NOK 27,000 | |
|---|---|---|
| Members of the Committee | NOK 17,500 |
No remuneration is paid to board members or Election Committee members who are full time employees in the Aqualis group.
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 2015 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:
1: "The General Meeting supports the statement of the Board regarding compensation to leading employees."
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 Board is granted authorization to increase the share capital with up to NOK 2'114'661.0, which is approx. 50 % of the existing share capital, 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 2015; and/or
- $(ii)$ for issuance of shares in connection with the Company's share plan for employees concerning FY 2016 (expected to be executed in May 2017); 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 pre-emptive 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 2017, 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 general meeting on 22 May 2015.'
9. Authorization to acquire treasury shares The following resolution was passed:
"The Board is granted authorization to acquire shares in Aqualis ASA on behalf of the Company for one or more of the following purposes:
- $(i)$ in connection with the Company's share purchase 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. If the Company disposes of or cancels own shares, this amount shall be increased by an amount equal to the face value of the shares disposed of or cancelled. 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 2017, 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 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 2018:
Glen Rødland Reuben Segal
Accordingly, the Board of Directors will consist of the following shareholder-elected board members:
Glen Rødland (chairman) Yvonne L Sandvold Reuben Segal Synne Syrrist».
11. Election of members to the election committee
The following resolution was passed:
"The following are elected to be the Company's election committee, for a period up to the Company's annual general meeting in 2018:
Martin Nes (chairman) Bjørn Håvard Brenden".
Accordingly, the Election Committee will consist of the following election committee members:
Martin Nes (chairman) Bjørn Håvard Brenden
12. Change of registered office and corresponding change in bylaws
The following resolution was passed:
"Aqualis ASA is moving its registered office to Bleikerveien 17, 1387 Asker, Norway. The Company may also hold general meetings in Oslo"
- Reduction of the Company's share capital by cancellation of own shares and corresponding change in bylaws
The following resolution was passed:
"The share capital is reduced with NOK 121 249.8, from NOK 4 350 573.7 through the cancellation of 1,212,498 shares.
From the date this is effectuated, the company's bylaw §4 shall be amended to "The Company's share capital is
NOK 4 229 323,9 divided into 42 293 239 shares at a par value of NOK 0,10. The shares shall be registered with the Norwegian Central Securities Depository."
14. Authorization to resolve distribution of dividends
The following resolution was passed:
"The Board of Directors is authorized pursuant to the Public Limited Companies Act § 8-2(2) to approve the distribution of dividends based on the company's annual financial accounts for 2015. The authorization shall remain in force until the Annual General Meeting in 2017
*****
The signature follows on the next page.
Signature page for Aqualis ASA Annual General Meeting 2016
Oslo, May 20, 2016 U Glen Rødland Lars Løken
Attachment: Voting
Total Represented
| ISIN: | NO0010715394 AOUALIS ASA |
|---|---|
| General meeting date: 20/05/2016 13.00 | |
| Today: | 20.05.2016 |
Number of persons with voting rights represented/attended: 4
| Number of shares % sc | ||
|---|---|---|
| Total shares | 43,505,737 | |
| - own shares of the company | 1,212,498 | |
| Total shares with voting rights | 42,293,239 | |
| Represented by own shares | 7,372,546 | 17.43 % |
| Represented by advance vote | 403,650 | 0.95% |
| Sum own shares | 7,776,196 | 18.39 % |
| Represented by proxy | 915,987 | 2.17% |
| Represented by voting instruction | 1,201,832 | 2.84% |
| Sum proxy shares | 2,117,819 | 5.01% |
| Total represented with voting rights | 9,894,015 23.39 % | |
| Total represented by share capital | 9,894,015 22.74 % |
Registrar for the company:
$\ddot{\phantom{0}}$
NORDEA BANK NORGE ASA
Signature company:
AQUALIS ASA Jen Re Rolland
Attendance List Attendance AQUALIS ASA 20/05/2016
$\mathcal{I}$
| Ref no | First Name | Company/Last name |
Repr. by | Participant | Share | Own | Proxy | Total | % sc | % represented | % registered |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinær | 403,650 | $\circ$ | 403,650 | 0.93% | 4.08% | 4.08% | |||||
| 18 | GROSS MANAGEMENT AS |
Glen O Rødland | Share Holder | Ordinær | 7,281,109 | $\circ$ | 7,281,109 | 16.74 % | 73.59% | 73.59% | |
| 687 | RICIN INVEST AS |
Glen O Rødland | Share Holder | Ordinær | 86,887 | $\circ$ | 86,887 | 0.20% | 0.88% | 0.88% | |
| 3939 | PEER TORSTEIN |
HOLM | Share Holder | Ordinær | 4,550 | $\circ$ | 4,550 | 0.01% | 0.05% | 0.05% | |
| 19117 | STYRETS LEDER |
Proxy Solicitor | Ordinær | 0 | 915,987 | 2,117,819 | 4.87% | 21.41% | 21.41% |
Protocol for general meeting AQUALIS ASA
ISIN: NO0010715394 AQUALIS ASA General meeting date: 20/05/2016 13.00 Today: 20.05.2016
| 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 |
9,894,015 | 0 | ||||
| votes cast in % | 100.00 % | 0.00% | 0 0.00% |
9,894,015 | 0 | 9,894,015 |
| representation of sc in % | 100.00 % | 0.00% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 22.74 % | 0.00% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,894,015 | о | 0 9,894,015 | o | 9,894,015 | |
| Agenda item 3 Approval of the notice of the meeting and the agenda | ||||||
| Ordinær | 9,894,015 | 0 | 0 | 9,894,015 | 0 | 9,894,015 |
| 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 % | 22.74 % | 0.00% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,894,015 | 0 | 0 9,894,015 | о | 9,894,015 | |
| Agenda item 4 Approval of the annual financial statements and the Directors report for 2014, including | ||||||
| the Corporate Governance statement Ordinær |
9,893,465 | 550 | o | 9,894,015 | ٥ | |
| votes cast in % | 99.99 % | 0.01% | 0.00% | 9,894,015 | ||
| representation of sc in % | 99.99 % | 0.01% | 0.00% | 100.00% | 0.00% | |
| total sc in % | 22.74 % | $0.00 \%$ | 0.00% | 22.74 % | 0.00% | |
| Total | 9,893,465 | 550 | 0 9,894,015 | 0 | 9,894,015 | |
| Agenda item 5 Approval of remuneration for the Board of Directors and Election Committee | ||||||
| Ordinær | 9,894,015 | 0 | O | 9,894,015 | 0 | 9,894,015 |
| 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 % | 22.74 % | 0.00% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,894,015 | 0 | 0 9,894,015 | 0 | 9,894,015 | |
| Agenda item 6 Approval of auditors remuneration | ||||||
| Ordinær | 9,894,015 | 0 | 0 | 9,894,015 | 0 | 9,894,015 |
| 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 % Total |
22.74 % 9,894,015 |
0.00% 0 |
0.00% | 22.74 % 0 9,894,015 |
0.00% o |
|
| Agenda item 7 The Boards statement regarding determination of salary and other compensation to | 9,894,015 | |||||
| leading employees | ||||||
| Ordinær | 9,893,465 | 550 | 0 | 9,894,015 | 0 | 9,894,015 |
| votes cast in % | 99.99 % | 0.01% | 0.00% | |||
| representation of sc in % | 99.99 % | 0.01% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 22.74 % | $0.00 \%$ | 0.00% | 22.74 % | 0.00% | |
| Total | 9,893,465 | 550 | 0 9,894,015 | о | 9,894,015 | |
| Agenda item 7.1 The General Meeting supports the statement of the Board regarding compensation to leading employees |
||||||
| Ordinær | 9,893,465 | 550 | 0 | 9,894,015 | 0 | 9,894,015 |
| votes cast in % | 99.99 % | 0.01 % | 0.00% | |||
| representation of sc in % | 99.99 % | 0.01 % | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 22.74 % | 0.00% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,893,465 | 550 | 0 9,894,015 | o | 9,894,015 | |
| 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 | 9,893,465 | 550 | 0 | 9,894,015 | 0 | 9,894,015 |
| votes cast in % | 99.99% | 0.01% | 0.00% | |||
| representation of sc in % | 99.99 % | 0.01% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 22.74 % | 0.00% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,893,465 | 550 | 0 9,894,015 | 0 | 9,894,015 | |
| Agenda item 8 Authorisation to issue shares Ordinær |
||||||
| votes cast in % | 9,222,275 93.21 % |
671,740 | 0 | 9,894,015 | 0 | 9,894,015 |
| representation of sc in % | 93.21 % | 6.79 % 6.79 % |
0.00% 0.00% |
100.00 % | 0.00% | |
| total sc in % | 21.20 % | 1.54 % | 0.00% | 22.74 % | 0.00% | |
| Total | 9,222,275 671,740 | 0 9,894,015 | o | 9,894,015 | ||
| Agenda item 9 Authorisation to acquire treasury shares | ||||||
| Ordinær | 9,893,465 | 550 | 0 | 9,894,015 | 0 | 9,894,015 |
| Shares class | FOR | Against | Abstain Poll in | Poll not registered Represented shares with voting rights |
||
|---|---|---|---|---|---|---|
| votes cast in % | 99.99 % | 0.01% | 0.00% | |||
| representation of sc in % | 99.99 % | 0.01% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 22.74 % | 0.00% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,893,465 | 550 | 0 9,894,015 | 0 | 9,894,015 | |
| Agenda item 10 Election of members to the Board of Directors | ||||||
| Ordinær | 9,894,015 | 0 | 0 | 9,894,015 | $\mathbf{0}$ | 9,894,015 |
| 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 % | 22.74 % | 0.00% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,894,015 | $\mathbf{o}$ | 0 9,894,015 | o | 9,894,015 | |
| Agenda item 11 Election of members to the Election Committee | ||||||
| Ordinær | 9,894,015 | 0 | 0 | 9,894,015 | 0 | 9,894,015 |
| 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 % | 22.74 % | 0.00% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,894,015 | 0 | 0 9,894,015 | o | 9,894,015 | |
| Agenda item 12 Change of registered office | ||||||
| Ordinær | 9,894,015 | 0 | 0 | 9,894,015 | 0 | 9,894,015 |
| 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 % | 22.74 % | 0.00% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,894,015 | o | 0 9,894,015 | 0 | 9,894,015 | |
| Agenda item 13 Cancellation of own shares | ||||||
| Ordinær | 9,890,915 | 3,100 | 0 | 9,894,015 | 0 | 9,894,015 |
| votes cast in % | 99.97 % | 0.03% | 0.00% | |||
| representation of sc in % | 99.97 % | 0.03% | 0.00% | 100.00 % | 0.00% | |
| total sc in % | 22.74 % | 0.01% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,890,915 | 3,100 | 0 9,894,015 | 0 | 9,894,015 | |
| Agenda item 14 Authorization to resolve distribution of dividends | ||||||
| Ordinær | 9,894,015 | 0 | $\mathbf{0}$ | 9,894,015 | 0 | 9,894,015 |
| 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 % | 22.74 % | 0.00% | 0.00% | 22.74 % | 0.00% | |
| Total | 9,894,015 | o | 0 9,894,015 | o | 9,894,015 |
Registrar for the company: Signature company: Rocland NORDEA BANK NORGE ASA AQUALIS ASA en G Share Information
| Name | Total number of shares Nominal value Share capital Voting rights | ||
|---|---|---|---|
| Ordinær | 43,505,737 | 0.10 4,350,573.70 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
$\bar{\alpha}$