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Akastor — AGM Information 2015
Apr 8, 2015
3525_iss_2015-04-08_a132ec13-8ef1-40a7-ac30-390a507fc1a3.pdf
AGM Information
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This translation is for information purposes only. Legal authenticity remains with the original document
MINUTES OF
ANNUAL GENERAL MEETING 2015
AKASTOR ASA
On Wednesday 8 April 2015, the annual general meeting of Akastor ASA was held at the company's premises at Fjordalleen 16, 0252 Oslo.
1. OPENING OF THE ANNUAL GENERAL MEETING BY THE CHAIRMAN
The general meeting was opened by the chairman of the board, Øyvind Eriksen.
The record regarding attendance by the shareholders showed that 227 442 207 of the company's total of 274,000,000 shares were represented. Thus, approximately 83.01 % of the total share capital participated in the general meeting. The list of participating shareholders is enclosed to these minutes as appendix 1.
APPROVAL OF SUMMONS AND AGENDA OF THE ANNUAL GENERAL MEETING $2.$
No comments were made to the notice or the agenda, and the general meeting was unanimously declared duly constituted.
$31$ APPOINTMENT OF A PERSON TO CO-SIGN THE MINUTES OF MEETING TOGETHER WITH THE CHAIRMAN
Asle Aarbakke was elected to co-sign the minutes together with the chairman.
The voting result is set out on page 9-11.
INFORMATION ABOUT THE BUSINESS 4.
Frank Ove Reite and Leif Hejø Borge gave a presentation of the company's business activities and presented key 2014 accounting figures for both Akastor ASA and for the group.
APPROVAL OF THE 2014 ANNUAL ACCOUNTS OF AKASTOR ASA AND THE 5. GROUP'S CONSOLIDATED ACCOUNTS AND THE BOARD OF DIRECTORS' REPORT
The general meeting adopted the following resolution:
"The general meeting approves the annual accounts for 2014 for Akastor ASA, the group's consolidated accounts and the board of directors' report."
The voting result is set out on page 9-11.
6. CONSIDERATION OF THE BOARD OF DIRECTORS' REPORT ON CORPORATE GOVERNANCE
The chairman presented the Corporate Governance Statement of the board of directors of Akastor ASA. The report was duly noted.
7. ADVISORY VOTE ON THE BOARD OF DIRECTORS' DECLARATION REGARDING STIPULATION OF SALARY AND OTHER REMUNERATION TO THE EXECUTIVE MANAGEMENT
The general meeting adopted the following resolution:
"The general meeting endorses the advisory guidelines in the declaration from the board of directors pursuant to the Public Limited Liability Companies Act section 6-16a."
The voting result is set out on page 9-11.
Folketrygdfondet voted against the proposal on the following basis: "Folketrygdfondet is of the opinion that the board of directors' declaration regarding stipulation of salary and other remuneration to the executive management is too vague and that it is difficult to assess the goal and scope of the scheme. Further, the board of directors is given too much flexibility to deviate from the guidelines. The guidelines regarding share based remuneration to be approved by the general meeting shall be binding, however, since the scope, criteria and threshold may be adjusted, the decision will not be of a binding nature. We therefore vote against the proposals under item 7 an item 8. We request that our opinion is included in the minutes of meeting."
BINDING VOTE REGARDING SHARE BASED REMUNERATION IN SHARES TO 8. EXECUTIVE MANAGEMENT
The general meeting adopted the following resolution:
"The general meeting approves the binding guidelines in the declaration from the board of directors pursuant to the Public Limited Liability Companies Act section 6-16a."
The voting result is set out on page 9-11.
Folketrygdfondet voted against the proposal with reference to the statement provided under item 7.
9. APPROVAL OF REMUNERATION TO MEMBERS OF THE BOARD OF DIRECTORS
The general meeting adopted the following resolution:
"In accordance with the proposal from the nomination committee, the remuneration rates for the period from the annual general meeting 2014 until the annual general meeting 2015 shall be as follows:
- NOK 1 500 000 to the chairman of the board for the period from the annual general meeting 2014 $\bullet$ until 30 June 2014
- NOK 450 000 to the chairman of the board from 1 July 2014 until the annual general meeting 2015 $\bullet$
- NOK 440 000 to the deputy chairman of the board
- NOK 340 000 to each of the other directors
- NOK 77 500 in addition to the chairperson of the audit committee from the annual general meeting 2014 until 29 September 2014
- NOK 42 500 in addition to the each of the other members of the audit committee from the annual general meeting 2014 until 29 September 2014
- NOK 102 500addition to the chairperson of the audit committee from 30 September 2015 until the annual general meeting 2015
- NOK 57 500 in addition to the each of the other members of the audit committee from 30 September 2015 until the annual general meeting 2015
- NOK 52 500 in addition to the chairperson of the risk committee from the annual general meeting 2014 until 29 September 2014
- NOK 30 000 in addition to each of the other members of the risk committee from the annual general meeting 2014 until 29 September 2014
- NOK 12 500 as an additional fixed fee to any board or deputy board member residing outside of the Nordic region per each board meeting with physical attendance
- An additional statutory superannuation payment according to Australian law to the board member Sarah Elisabeth Ryan of 9 percent of her ordinary remuneration."
The voting result is set out on page 9-11.
10. APPROVAL OF REMUNERATION TO THE MEMBERS OF THE NOMINATION COMMITTEE
The general meeting adopted the following resolution:
"In accordance with the proposal from the nomination committee, the remuneration rates for the period period from the annual general meeting 2014 until the annual general meeting 2015 shall be as follows:
NOK 35 000 for each member of the nomination committee"
The voting result is set out on page 9-11.
$11.$ APPROVAL OF REMUNERATION TO THE AUDITOR FOR 2014
The general meeting adopted the following resolution:
"The general meeting resolves to approve the auditor's fee of NOK 16 million for the audit of Akastor ASA and the Akastor group, of which NOK 4 million relates to Akastor ASA for 2014. In addition, the Akastor group has paid fees to KPMG for other assurance services of NOK 19 million, fees for tax advice of NOK 1 million and fees for services other than audit of NOK 2 million "
The voting result is set out on page 9-11.
$12.$ ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE
The general meeting adopted the following resolution:
"In accordance with the proposal from the nomination committee, Leif-Arne Langgy is re-elected as member of the nomination committee until the annual general meeting of 2017. Mette Wikborg and Trond Brandsrud resign from the committee and are replaced by Georg Rabl and Arild S. Frick."
The voting result is set out on page 9-11.
The nomination committee in Akastor ASA thus has the following members:
Leif-Arne Langøy, Chairman Gerhard Heiberg Georg F. L. Rabl Arild S. Frick
$13.$ AUTHORIZATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES IN CONNECTION WITH ACQUISITIONS, MERGERS, DE-MERGERS OR OTHER TRANSACTIONS
The general meeting adopted the following resolution:
- "The Board is authorised to acquire own shares in the company up to 10% of the share capital (with $(a)$ an aggregate nominal value of NOK 16 220 800). The power of attorney also provides for agreements regarding pledges over its own shares.
- $(b)$ The highest and lowest purchase price for each share shall be NOK 100 and NOK 1, respectively. The power of attorney may only be used for the purpose of utilising the company's shares as transaction currency in acquisitions, mergers, de-mergers or other transactions. The board is otherwise free to decide the method of acquisition and disposal of the company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
$(c)$ The power of attorney is valid until the annual general meeting in 2016, however not after June 30, $2016$
The voting result is set out on page 9-11.
14. AUTHORIZATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES IN CONNECTION WITH THE SHARE PURCHASE AND REMUNERATION PROGRAMS FOR EMPLOYEES AND BOARD MEMBERS
The general meeting adopted the following resolution:
- $(a)$ "The Board is authorised to acquire own shares in the company up to 10% of the share capital (with an aggregate nominal value of NOK 16 220 800). The power of attorney also provides for agreements regarding pledges over its own shares.
- $(b)$ The highest and lowest purchase price for each share shall be NOK 100 and NOK 1, respectively. The power of attorney may only be used for the purpose of sale and/or transfer to employees or board members as part of the company's share purchase programs, as approved by the board of directors. The board is otherwise free to decide the method of acquisition and disposal of the company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
- $(c)$ The power of attorney is valid until the annual general meeting in 2016, however not after June 30. 2016."
The voting result is set out on page 9-11.
Folketrygdfondet voted against the proposal on the following basis: "Reference is made to our votes under item 8. As Folketrygdfondet has voted against Akastor's share purchase- and incentive programs, we will also vote against the power of attorney to acquire own shares for the purpose of the share purchase and incentive programs. In addition, it is proposed that board members may participate in the share purchase program for the employees. It is the opinion of Folketrygdfondet that board members should not participate in such share purchase programs, as such programs are to be managed by the board of directors. Further, the scope, criteria and caps for such a share purchase and incentive program for the board members are not outlined. We request that our opinion is included in the minutes of meeting."
15. AUTHORIZATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES FOR THE PURPOSE OF SUBSEQUENT DELETION OF SHARES
The general meeting adopted the following resolution:
- $(a)$ "The Board is authorised to acquire own shares in the company up to 20% of the share capital (with an aggregate nominal value of NOK 32 441 600).
- $(b)$ The highest and lowest purchase price for each share shall be NOK 100 and NOK 1, respectively. The power of attorney may only be used for the purpose of subsequent deletion of such shares. The board is free to decide the method of acquisition and disposal of the company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
- $(c)$ The power of attorney is valid until the annual general meeting in 2016, however not after June 30, 2016."
The voting result is set out on page 9-11.
Folketrygdfondet voted against the proposal on the following basis: "As a starting point, Folketrygdfondet is positive to acquisition of own shares for the purpose of subsequent deletion of shares, however, the power of attorney to acquire own shares up to 20% of the share capital is too extensive. Further, the proposed power of attornevs for purchase of own shares in total (item 13 to item 16) are too extensive. We therefore vote against the proposal. We request that our opinion is included in the minutes of meeting."
16. AUTHORIZATION TO THE BOARD OF DIRECTORS TO ACQUIRE OWN SHARES FOR THE PURPOSE OF BUY-BACK PROGRAMS AND INITIATIVES WITHIN THE COMPANY'S SCOPE OF OPERATIONS
The general meeting adopted the following resolution:
- $(a)$ "The Board is authorised to acquire own shares in the company up to 10% of the share capital (with an aggregate nominal value of NOK 16 220 800). The power of attorney also provides for agreements regarding pledges over its own shares.
- $(b)$ The highest and lowest purchase price for each share shall be NOK 100 and NOK 1, respectively. The power of attorney may only be used for the purpose of buy-back programs and initiatives for the Company's shares or for future investments within the Company's scope of operations. The board is free to decide the method of acquisition and disposal of the company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
- The power of attorney is valid until the annual general meeting in 2016, however not after June 30. $(c)$ 2016."
The voting result is set out on page 9-11.
Folketrygdfondet voted against the proposal on the following basis: "It follows from the notice of meeting that this power of attorney may be used for the purpose of buy-back programs and for "future investments within the Company's scope of operations". From our perspective, this purpose is already covered by the power of attorney in item 13. Further, the proposed power of attorneys for purchase of own shares in total (item 13 to
item 16) are too extensive. We therefore vote against the proposal. We request that our opinion is included in the minutes of meeting."
17. AUTHORIZATION TO THE BOARD OF DIRECTORS TO APPROVE THE DISTRIBUTION OF DIVIDENDS
The general meeting adopted the following resolution:
"The board of directors is authorised pursuant to the Public Limited Liability Companies Act § 8-2, second paragraph, to approve the distribution of dividends based on the company's annual accounts for 2014. The power of attorney shall remain in force until the annual general meeting in 2016."
The voting result is set out on page 9-11.
AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE 18. CAPITAL FOR FINANCING OF INVESTMENTS AND ACQUISITIONS
The chairman presented the board of directors' proposal for authorization to the board to increase the company's share capital. It was observed that the proposed resolution would not obtain the required supportive votes, and the matter was thus rejected without formal voting.
AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE 19. CAPITAL FOR DISTRIBUTION OF DIVIDENDS
The chairman presented the board of directors' proposal for authorization to the board to increase the company's share capital. It was observed that the proposed resolution would not obtain the required supportive votes, and the matter was thus rejected without formal voting.
$***$
No further matters being on the agenda, the general meeting was adjourned.
Oslo, 8 April 2015
Øyvind Eriksen
Asle Aarbakke
sign.
sign.
Appendix:
$\overline{z}$
Overview of shareholders represented at the annual general meeting, either in person, by proxy, or by $1.$ means of prior electronic voting
Protocol for general meeting AKASTOR ASA
| ISIN: | NO0010215684 AKASTOR ASA |
|---|---|
| General meeting date: 08/04/2015 09.00 | |
| Today: the automotive company and a contract to color of such as the contract of the Color Contract of the Color Color Color Color Color Color |
08.04.2015 the contract of the contract of the contract of the contract of the contract of the contract of the contract of |
| Shares class | FOR | Against | Poll in | Abstain Poll not registered Represented shares with voting rights |
||
|---|---|---|---|---|---|---|
| Agenda item 2 Approval of summons and agenda | ||||||
| Ordinær | 227,442,207 | 0 | 227,442,207 | 0 | 0 | 227,442,207 |
| votes cast in % | 100.00 % | 0.00% | $0.00 \%$ | |||
| representation of sc in % | 100.00 % | $0.00 \%$ | 100.00 % | $0.00 \%$ | 0.00% | |
| total sc in % | 83.01 % | $0.00 \%$ | 83.01% | 0.00% | 0.00% | |
| Total | 227,442,207 | 0 227,442,207 | o | o | 227,442,207 | |
| Agenda item 3 Appointment of a person to co-sign the minutes along with the Chairman | ||||||
| Ordinær | 227,442,192 | 0 | 227,442,192 | 15 | 0 | 227,442,207 |
| votes cast in % | 100.00 % | 0.00 % | $0.00 \%$ | |||
| representation of sc in % | 100.00 % | 0.00 % | 100.00 % | 0.00% | $0.00 \%$ | |
| total sc in % | 83.01% | 0.00% | 83.01% | $0.00 \%$ | $0.00 \%$ | |
| Total | 227,442,192 | $0$ 227,442,192 | 15 | o | 227,442,207 | |
| Agenda item 5 Approval of the 2014 annual accounts of Akastor ASA, the group's consolidated accounts and the board |
||||||
| Ordinær | 227,440,377 | 1,830 | 227,442,207 | 0 | 0 | 227,442,207 |
| votes cast in % | 100.00 % | $0.00 \%$ | 0.00% | |||
| representation of sc in % | 100.00% | $0.00 \%$ | 100.00% | 0.00% | 0.00% | |
| total sc in % | 83.01% | 0.00 % | 83.01% | 0.00 % | 0.00% | |
| Total | 227,440,377 | 1,830 227,442,207 | $\mathbf o$ | o | 227,442,207 | |
| Agenda item 7 Advisory vote on the board of directors' declaration regarding stipulation of salary and other | ||||||
| Ordinær | 221,843,250 | 5,598,942 | 227,442,192 | 15 | 0 | 227,442,207 |
| votes cast in % | 97.54% | 2.46 % | $0.00 \%$ | |||
| representation of sc in % | 97.54 % | 2.46% | 100.00 % | 0.00% | 0.00% | |
| total sc in % | 80.97% | 2.04% | 83.01 % | $0.00 \%$ | 0.00% | |
| Total | 221,843,250 | 5,598,942 227,442,192 | 15 | 0 | 227,442,207 | |
| Agenda item 8 Binding vote regarding share based remuneration to executive management | ||||||
| Ordinær | 221,843,250 | 5,598,942 | 227,442,192 | 15 | 0 | 227,442,207 |
| votes cast in % | 97.54% | 2.46% | 0.00% | |||
| representation of sc in % | 97.54 % | 2.46 % | 100.00 % | $0.00 \%$ | $0.00 \%$ | |
| total sc in % | 80.97 % | 2.04% | 83.01% | 0.00% | $0.00 \%$ | |
| Total | 221,843,250 | 5,598,942 227,442,192 | 15 | O | 227,442,207 | |
| Agenda item 9 Stipulation of remuneration to the members of the board of directors and the audit committee | ||||||
| Ordinær | 227,440,305 | 1,830 | 227,442,135 | 72 | 0 | 227,442,207 |
| votes cast in % | 100.00 % | $0.00 \%$ | $0.00 \%$ | |||
| representation of sc in % | 100.00 % | $0.00 \%$ | 100.00 % | 0.00 % | $0.00 \%$ | |
| total sc in % | 83.01% | 0.00% | 83.01 % | 0.00% | $0.00 \%$ | |
| Total | 227,440,305 | 1,830 227,442,135 | 72 | 0 | 227,442,207 | |
| Agenda item 10 Stipulation of remuneration to the members of the nomination committee | ||||||
| Ordinær | 227,439,845 | 0 | 227,439,845 | 2,362 | 0 | 227,442,207 |
| votes cast in % | 100.00% | $0.00 \%$ | $0.00 \%$ | |||
| representation of sc in % | 100.00 % | $0.00 \%$ | 100.00% | $0.00 \%$ | 0.00 % | |
| total sc in % | 83.01 % | 0.00% | 83.01 % | $0.00 \%$ | 0.00 % | |
| Total | 227,439,845 | 0 227,439,845 | 2,362 | 0 | 227,442,207 | |
| Agenda item 11 Approval of remuneration to the auditor for 2014 |
| Shares class | FOR | Against | Poll in | Abstain Poll not registered Represented shares with voting rights |
||
|---|---|---|---|---|---|---|
| Ordinær | 227,441,732 | 0 | 227.441.732 | 475 | 0 | 227,442,207 |
| votes cast in % | 100.00 % | $0.00 \%$ | 0.00% | |||
| representation of sc in % | 100.00 % | $0.00 \%$ | 100.00 % | 0.00% | 0.00% | |
| total sc in % | 83.01 % | $0.00 \%$ | 83.01 % | 0.00% | 0.00 % | |
| Total | 227,441,732 | $0$ 227, 441, 732 | 475 | 0 | 227,442,207 | |
| Agenda item 12 Election of members to the nomination committee | ||||||
| Ordinær | 224,575,259 | 2,865,103 | 227,440,362 | 1,845 | 0 | 227,442,207 |
| votes cast in % | 98.74 % | 1.26 % | 0.00% | |||
| representation of sc in % | 98.74 % | 1.26 % | 100.00 % | 0.00% | $0.00 \%$ | |
| total sc in % | 81.96 % | 1.05% | 83.01 % | 0.00% | $0.00 \%$ | |
| Total | 224,575,259 | 2,865,103 227,440,362 | 1,845 | o | 227,442,207 | |
| Agenda item 13 Authorization to the board of directors to purchase treasury shares in connection with | ||||||
| acquisitions, | 0 | 227,442,207 | ||||
| Ordinær | 201,407,102 | 26,032,682 | 227,439,784 | 2,423 | ||
| votes cast in % | 88.55 % | 11.45% | 0.00% | 0.00% | ||
| representation of sc in % | 88.55 % | 11.45 % | 100.00 % | $0.00 \%$ | $0.00 \%$ | |
| total sc in % | 73.51 % | 9.50% | 83.01 % | $0.00 \%$ | 0 | 227,442,207 |
| Total | 201,407,102 26,032,682 227,439,784 | 2.423 | ||||
| Agenda item 14 Authorization to the board of directors to purchase treasury shares in connection with share purchase |
||||||
| Ordinær | 195,972,376 | 31,467,986 | 227,440,362 | 1,845 | 0 | 227,442,207 |
| votes cast in % | 86.16% | 13.84 % | $0.00 \%$ | |||
| representation of sc in % | 86.16% | 13.84 % | 100.00 % | 0.00% | 0.00% | |
| total sc in % | 71.52 % | 11.49 % | 83.01% | 0.00% | 0.00% | |
| Total | 195,972,376 31,467,986 227,440,362 | 1,845 | 0 | 227,442,207 | ||
| Agenda item 15 Authorization to the board of directors to purchase treasury shares for the purpose of | ||||||
| subsequent | 0 | 227,442,207 | ||||
| Ordinær | 195,956,606 | 31,485,586 | 227,442,192 | 15 | ||
| votes cast in % | 86.16 % | 13.84 % | $0.00 \%$ | |||
| representation of sc in % | 86.16% | 13.84 % | 100.00 % | 0.00% | $0.00 \%$ 0.00% |
|
| total sc in % | 71.52 % | 11.49 % | 83.01 % | $0.00 \%$ | ||
| Total | 195,956,606 31,485,586 227,442,192 | 15 | 0 | 227,442,207 | ||
| Agenda item 16 Authorization to the board of directors to purchase treasury shares for the purpose of buy-back | ||||||
| Ordinær | 198,847,674 | 28,593,940 | 227,441,614 | 593 | 0 | 227,442,207 |
| votes cast in % | 87.43% | 12.57 % | $0.00 \%$ | |||
| representation of sc in % | 87.43% | 12.57 % | 100.00 % | 0.00% | $0.00 \%$ | |
| total sc in % | 72.57 % | 10.44 % | 83.01% | $0.00 \%$ | $0.00 \%$ | |
| Total | 198,847,674 28,593,940 227,441,614 | 593 | 0 | 227,442,207 | ||
| Agenda item 17 Authorization to the board of directors to approve distribution of dividends | ||||||
| Ordinær | 227,442,207 | 0 | 227,442,207 | 0 | 0 | 227,442,207 |
| votes cast in % | 100.00% | 0.00% | $0.00 \%$ | |||
| representation of sc in % | 100.00% | $0.00 \%$ | 100.00 % | $0.00 \%$ | $0.00 \%$ | |
| total sc in % | 83.01% | $0.00 \%$ | 83.01 % | $0.00 \%$ | $0.00 \%$ | |
| Total | 227,442,207 | 0 227,442,207 | 0 | ٥ | 227,442,207 |
Registrar for the company:
DNB Bank ASA
Signature company:
AKASTOR ASA
1990 - Jan Barat, politik a
$\mathbb{R}$
Share information
Name Total number of shares Nominal value Share capital Voting rights 0.59 162,208,000.00 Yes 274,000,000 Ordinær Sum:
§ 5-17 Generally majority requirement
$\bar{ }$
requires majority of the given votes
§ 5-18 Amendment to resolution
g 3-20 Allien university of the given votes
Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting
Total Represented
| TSIN: | 2012 FOR A STREET WARD IN THE RECENT BY A STREET AND CONTINUES ASSOCIATED TO A STREET CONTINUES ON A STREET OF A STREET AND INCOME. NO0010215684 AKASTOR ASA |
|---|---|
| General meeting date: 08/04/2015 09.00 | |
| Today: | 08.04.2015 ARE EXPERIENCED AND DRIVING THE WARDEN WAS TRANSPORTED TO THE TRANSPORTED TO A RELEASED TO A STREET AND THE RELEASED TO A STREET AND THE RELEASED TO A STREET AND THE RELEASED TO A STREET AND THE THE RELEASED TO A STREET AN |
Number of persons with voting rights represented/attended: 9
| Number of shares % sc | ||
|---|---|---|
| Total shares | 274,000,000 | |
| - own shares of the company | 2,976,376 | |
| Total shares with voting rights | 271,023,624 | |
| Represented by own shares | 116,264,115 | 42.90 % |
| Represented by advance vote | 18,317,530 | 6.76% |
| Sum own shares | 134,581,645 | 49.66% |
| Represented by proxy | 43,320 | 0.02% |
| Represented by voting instruction | 92,817,242 34.25 % | |
| Sum proxy shares | 92,860,562 | 34.26 % |
| Total represented with voting rights | 227,442,207 | 83.92 % |
| Total represented by share capital | 227,442,207 83.01 % |
Registrar for the company:
Signature company:
DNB Bank ASA
AKASTOR ASA