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Nordic Financials ASA AGM Information 2016

May 18, 2016

3521_iss_2016-05-18_b0d08962-45ca-41e8-9ed6-79d38814ca57.pdf

AGM Information

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Minutes from ordinary general meeting of the shareholders of Aega ASA 18, mai 2016 at 15:00.

MINUTES OF ORDINARY GENERAL MEETING

The annual general meeting for 2015 was held on 18 May 2016 at 15:00 Oslo time, at the company's premises in Munkedamsveien 35 in Oslo.

$1.$ Opening of the meeting by the chairman of the Board and registration of attending shareholders

The chairman of the Board Knut Øversjøen opened the meeting.

Present at the meeting were the shareholders listed in Schedule 1 to these minutes, which details shareholders present in person and those represented by proxy.

Altogether, 6 569 927 shares were represented, constituting 24,01% of the total share capital as is indicated in Schedule 1.

Election of chairman of the meeting and at least one person to co-sign the minutes $2$ with the chairman

Knut Øversjøen was elected to chair the meeting and Steinar Fretheim was elected to co-sign the minutes. The general meeting approved the resolution with all shares in favour.

3. Approval of the notice of meeting and agenda

The notice of the meeting and the agenda for the meeting were approved. The general meeting approved the resolution with all shares in favour.

Approval of the annual financial statement and Board of Directors report for 2015 4.

The chairman of the meeting presented the 2015 annual financial statements and the Board of Directors Report. The general meeting resolved to approve the 2015 annual financial statements and the Board of Directors report. The general meeting approved the resolution with all shares in favour.

5. Payment to shareholders

Based on the Board of Directors' proposal the general meeting resolved to approve the following dividends to be paid from share premium fund based on audited interim accounts dated 1 February 2016 approved by the general meeting of 22 February 2016;

NOK 0,075 per share to be paid 31st May 2016 (last day inclusive 20 May, ex date 23 May) NOK 0,075 per share to be paid 31st August 2016 (last day inclusive 22 Aug, ex date 23 Aug) The general meeting approved the resolution with all shares in favour.

Approval of Auditor's remuneration 6.

The general meeting approved the remuneration of the auditors in accordance with invoice.

Remuneration for the members of the Board of Directors and the nomination 7. committee

Based on the Nomination Committees' proposal, the general meeting approved the following resolution;

Former Board members that left the board in 2015 shall be remunerated according to provisions for unpaid remuneration in the annual accounts for 2015.

The Board for the period 18 Dec 2015 to 18. Jan 2016 shall be remunerated according to the prevailing annual remuneration at that time, as follows;

Minutes from ordinary general meeting of the shareholders of Aega ASA 18. mai 2016 at 15:00.

Ketil Reed Aasgaard (styreleder) NOK 8493
Grete Sønsteby NOK 4247
Geir Upsaker NOK 4247

The current Board are remunerated for the period 18. Jan 2016 to 18 May 2016, as follows Knut Øversjøen NOK 82 877 Grete Sønsteby NOK 66 301 Mikael Schoultz NOK 66 301 Solveig Fagerheim Bugge * NOK 47 123 *from 22. februar 2016

For the period from the ordinary general meeting in 2016 to the ordinary general meeting in 2017, ordinary remuneration shall be NOK 250 000 to the chair, and NOK 200 000 for other members of the Board. The remuneration shall be paid quarterly. The board members' extraordinary work for the company are to be remunerated based on time spent in addition to the time covered by the ordinary remuneration.

The nomination committee in effect in 2015, shall be remunerated as follows

Alexander Sandberg Lund NOK 5000
Knut Haukvik NOK 3000
Rasmus Langaard NOK 3 000

The general meeting approved the resolution with all shares in favour.

8. Board of Directors' Corporate Governance Statement

The general meeting took note of the statement. The general meeting approved the resolution with all shares in favour.

9. Declaration of principles for the Company's remuneration policy for executive management

The general meeting approved the Board of Directors' declaration of principles for the Company's remuneration policy for executive management. The general meeting approved the resolution with all shares in favour.

Election of members to the nomination committee $10.$

Based on the nomination committee's proposal, the general meeting re-elected the nomination committee as follows;

I erm
Ketil Reed Aasgaard (chair) OGM 2019
Steinar Fretheim OGM 2018
Lars-Gøran Dysterud Hansen OGM 2017

The general meeting approved the resolution with all shares in favour.

$11.$ Election of members to the Board of Directors

Based on the nomination committee's proposal, the general meeting re-elected the Board of Directors for two years as follows;

Knut Øversjøen (chair) Grete Sønsteby Mikael Schoultz Solveig Fagerheim Bugge.

The general meeting approved the resolution with all shares in favour.

Minutes from ordinary general meeting of the shareholders of Aega ASA 18. mai 2016 at 15:00. Transaction with associated party $12.$

The general meeting took note of the declaration of the independent auditor and the Board of Directors' opinion supporting that the management agreement is based on market terms, and that the remuneration are consistent with the services to be provided pursuant to the agreement. The general meeting approved the management agreement with Aega Solar AS.

The general meeting approved the resolution with all shares in favour.

***

No further matters were submitted for consideration. The chairman of the meeting thanked the participants for attending, and adjourned the annual general meeting.

Knut Øversjøen

18 May 2016

Steinar Fretheim