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Aker Solutions — AGM Information 2016
Apr 7, 2016
3531_iss_2016-04-07_aa89dc04-8680-4ad9-b518-becf9d96439b.pdf
AGM Information
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MINUTES
OF
ANNUAL GENERAL MEETING 2016
AKER SOLUTIONS ASA
On Thursday April 7, 2016, the annual general meeting of Aker Solutions ASA was held at Snarøyveien 20 on Fornebu.
$\mathbf{1}$ . OPENING OF THE ANNUAL GENERAL MEETING BY THE CHAIRMAN
The general meeting was opened by Øyvind Eriksen.
The record regarding attendance by the shareholders showed that 182,987,331 of the company's total of 272,044,389 shares were represented, including by way of prior electronically voting and proxy votes. Thus, approximately 67.26 % 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 $2.$
No comments were made to the notice or the agenda, and the general meeting was declared duly constituted.
The voting result is set out on page 6-7.
APPOINTMENT OF A PERSON TO CO-SIGN THE MINUTES OF MEETING TOGETHER $31$ WITH THE CHAIRMAN
Vegard Sivertsen was elected to co-sign the minutes together with the chairman.
The voting result is set out on page 6-7.
INFORMATION ABOUT THE BUSINESS 4.
Svein Oskar Stoknes gave a presentation of the company's business activities and presented key 2015 accounting figures for both Aker Solutions ASA and for the group.
5. APPROVAL OF THE 2015 ANNUAL ACCOUNTS OF AKER SOLUTIONS ASA AND THE GROUP'S CONSOLIDATED ACCOUNTS AND THE ANNUAL REPORT.
The chairman presented the board of director's proposal. The annual accounts, the group's consolidated accounts and the annual report were discussed. The general meeting adopted the following resolution:
"The general meeting adopts the annual accounts for 2015 for Aker Solutions ASA, the group's consolidated accounts and the annual report, including the proposal from the board of directors to not distribute any dividend for 2015."
The voting result is set out on page 6-7.
CONSIDERATION OF THE BOARD OF DIRECTORS' REPORT ON CORPORATE 6. GOVERNANCE
The chairman presented the Corporate Governance Report of the board of directors of Aker Solutions ASA. The report was duly noted.
CONSIDERATION OF THE BOARD OF DIRECTORS' STATEMENT ON REMUNERATION $\overline{7}$ . OF EXECUTIVE MANAGEMENT. VOTE ON THE ADVISORY GUIDELINES FOR EXECUTIVE MANAGEMENT REMUNERATION
In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the board of directors has prepared a statement on the determination of salary and other remuneration to the executive management of the company. The statement is available at the company's website.
The general meeting's approval of the guidelines is of an advisory nature to the board of directors. However, the approval of the quidelines regarding remuneration in the form of shares, subscription rights, options, and other forms of remuneration linked to shares or the development of the share price in the company or in other companies within the group, are binding for the board of directors, cf. the Public Limited Liability Companies Act section 5-6, subsection 3, third sentence, cf. section 6-16a, subsection 2, fourth sentence.
The advisory and binding quidelines are subject to separate votes.
The general meeting adopted the following resolution regarding the advisory section of the guidelines:
"The general meeting endorses the board of directors' statement regarding the advisory section of the guidelines, cf the Public Limited Liability Companies Act section 6-16a."
The voting result is set out on page 6-7.
8. VOTE ON THE BINDING GUIDELINES FOR REMUNERATION RELATED TO SHARES OR THE COMPANY'S SHARE PRICE
Reference is made to item 7 on the agenda. A separate vote shall be held for the advisory and binding section of the guidelines.
The general meeting adopted the following resolution regarding the binding section of the guidelines:
"The general meeting approves the board of directors' statement regarding the binding section of the guidelines, cf the Public Limited Liability Companies Act section 6-16a."
The voting result is set out on page 6-7.
APPROVAL OF REMUNERATION TO MEMBERS OF THE BOARD OF DIRECTORS AND $9.$ THE AUDIT COMMITTEE FOR 2014
The general meeting adopted the following resolution:
"In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2015 annual general meeting until the 2016 annual general meeting are set as follows:
- NOK 600,000 to the chairman of the board $\bullet$
- NOK 440,000 to the deputy chairman of the board ö
- NOK 340,000 to each of the other ordinary board members .
- NOK 205,000 in addition to the chairperson of the audit committee
- NOK 115,000 in addition to each of the other members of the audit committee
- 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"
AkerSolutions
It was informed that the remuneration to the chairman of the board, Øyvind Eriksen will be paid to his employer, Aker ASA. Remuneration to board member Kjell Inge Røkke will be paid to his employer, The Resource Group TRG AS.
The voting result is set out on page 6-7.
$10.$ APPROVAL OF REMUNERATION TO THE MEMBERS OF THE NOMINATION COMMITTEE FOR 2014
It has been proposed by the general meeting to provide a remuneration of NOK 35,000 to each nomination committee member.
The general meeting adopted the following resolution;
"In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2015 annual general meeting until the 2016 annual general meeting are set as follows: NOK 35,000 for each member of the nomination committee"
As per normal practice of Aker companies; the remuneration to Arild Frick will be paid to his employer, Aker ASA.
The voting result is set out on page 6-7.
$11.$ ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS
The general meeting adopted the following resolution:
"In accordance with the proposal from the nomination committee, Øyvind Eriksen (chairman), Anne Drinkwater, Kjell Inge Røkke, Koosum Kalyan and Stuart Ferguson are re-elected as (shareholder appointed) board members for an election period of 2 years, and Frank O. Reite is elected as deputy director for the shareholderelected directors for an election period of 1 year."
The voting result is set out on page 6-7.
$12.$ 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 Langøy and Gerhard Heiberg is re-elected as members of the nomination committee for an election period of two years."
The voting result is set out on page 6-7.
$\sim$
APPROVAL OF REMUNERATION TO THE AUDITOR FOR 2015 $13.$
The Chairman presented the auditor's remuneration for 2015. The general meeting adopted the following resolution:
"The general meeting resolves to approve the auditor's fee of NOKm 1.7 for the audit of Aker Solution ASA for 2015."
The voting result is set out on page 6-7.
14. AUTHORIZATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES IN CONNECTION WITH ACQUISITIONS, MERGERS, DEMERGERS OR OTHER TRANSACTIONS
The general meeting adopted the following resolution:
- $(a)$ "The board is authorized to acquire own shares in the company up to an aggregate nominal value of NOK 29,380,794. 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 300 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 § 6-17 of the Securities Trading Act.
- The power of attorney is valid until the annual general meeting in 2017, however not after June $(c)$ 30, 2017."
The voting result is set out on page 6-7.
AUTHORIZATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES 15. IN CONNECTION WITH THE SHARE PROGRAM FOR EMPLOYEES
The general meeting adopted the following resolution:
"The board is authorized to acquire own shares in the company up to an aggregate nominal value of $(a)$ NOK 29,380,794. 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 300 and NOK 1, respectively. The power of attorney may only be used for the purpose of sale and/or transfer to employees in the company as part of the company's share- and incentive program 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 § 6-17 of the Securities Trading Act.
- $(c)$ The power of attorney is valid until the annual general meeting in 2017, however not after June 30, 2017."
The voting result is set out on page 6-7.
16. AUTHORIZATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES FOR THE PURPOSE OF INVESTMENT OR SUBSEQUENT SALE OR DELETION OF SHARES
The general meeting adopted the following resolution:
- $(a)$ "The board is authorized to acquire own shares in the company up to an aggregate nominal value of NOK 29,380,794. 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 300 and NOK 1, respectively. The power of attorney may only be used for the purpose of investment or for subsequent sale or 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 $\S$ 6-17 of the Securities Trading Act.
- $(c)$ The power of attorney is valid until the annual general meeting in 2017, however not after June 30, 2017."
The voting result is set out on page 6-7.
$***$
Protocol for general meeting AKER SOLUTIONS ASA
NO0010716582 AKER SOLUTIONS ASA ISIN:
General meeting date: 07/04/2016 09.00
Today: 07.04.2016
| Shares class | FOR | Against | Poll in | Abstain | Poll not registered Represented shares with voting rights |
|
|---|---|---|---|---|---|---|
| Agenda item 2 Approval of summons and agenda | ||||||
| Ordinær | 182,830,227 | 0 | 182,830,227 | 157,104 | 0 | 182,987,331 |
| votes cast in % | 100.00 % | 0.00 % | 0.00% | |||
| representation of sc in % | 99.91 % | 0.00 % | 99.91 % | 0.09% | 0.00% | |
| total sc in % | 67.21 % | 0.00% | 67.21 % | 0.06% | 0.00% | |
| Total | 182,830,227 | 0 182,830,227 | 157,104 | o | 182,987,331 | |
| Agenda item 3 Appointment of a person to co-sign the minutes of meeting together with the chairman | ||||||
| Ordinær | 182,830,227 | 0 | 182,830,227 | 157,104 | 0 | 182,987,331 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 99.91 % | 0.00% | 99.91 % | 0.09% | 0.00% | |
| total sc in % | 67.21 % | 0.00 % | 67.21% | 0.06% | 0.00% | |
| Total | 182,830,227 | 0 182,830,227 | 157,104 | ٥ | 182,987,331 | |
| Agenda item 5 Approval of the 2015 annual accounts of Aker Solutions ASA and the groups consolidated accounts and the annual report. |
||||||
| Ordinær | 182,830,127 | 0 | 182,830,127 | 157,204 | 0 | 182,987,331 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 99.91 % | 0.00 % | 99.91 % | 0.09% | 0.00% | |
| total sc in % | 67.21 % | 0.00 % | 67.21 % | 0.06% | 0.00% | |
| Total | 182,830,127 | 0 182,830,127 | 157,204 | 0 | 182,987,331 | |
| Agenda item 7 Consideration of the board of directors statement on remuneration of executive management. | ||||||
| Ordinær | 182,821,125 | 3,540 | 182,824,665 | 162,666 | 0 | 182,987,331 |
| votes cast in % | 100.00 % | 0.00% | $0.00 \%$ | |||
| representation of sc in % | 99.91 % | 0.00% | 99.91 % | 0.09% | 0.00% | |
| total sc in % | 67.20% | 0.00 % | 67.20% | 0.06% | 0.00 % | |
| Total | 182,821,125 | 3,540 182,824,665 | 162,666 | $\mathbf o$ | 182,987,331 | |
| Agenda item 8 Vote on the binding guidelines for remuneration related to shares or the companys share price | ||||||
| Ordinær | 182,828,693 | 972 | 182,829,665 | 157,666 | 0 | 182,987,331 |
| votes cast in % | 100.00 % | $0.00 \%$ | 0.00% | |||
| representation of sc in % | 99.91 % | 0.00% | 99.91 % | 0.09% | 0.00% | |
| total sc in % | 67.21 % | 0.00% | 67.21 % | 0.06% | 0.00% | |
| Total | 182,828,693 | 972 182,829,665 | 157,666 | $\mathbf o$ | 182,987,331 | |
| Agenda item 9 Approval of remuneration to the members of the board of directors and the audit committee for 2015 | 0 | 182,987,331 | ||||
| Ordinær | 155,161,928 | 27,666,987 | 182,828,915 | 158,416 0.00% |
||
| votes cast in % | 84.87 % | 15.13 % | 99.91 % | 0.09 % | 0.00 % | |
| representation of sc in % | 84.79 % 57.04 % |
15.12 % | 0.06 % | 0.00% | ||
| total sc in % | 10.17% | 67.21 % 155,161,928 27,666,987 182,828,915 |
158,416 | o | 182,987,331 | |
| Total Agenda item 10 Approval of remuneration to the members of the nomination committee for 2015 |
||||||
| Ordinær | 182,826,799 | 1,013 | 182,827,812 | 159,519 | 0 | 182,987,331 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 99.91 % | $0.00 \%$ | 99.91 % | 0.09% | 0.00% | |
| total sc in % | 67.21 % | $0.00 \%$ | 67.21 % | 0.06 % | 0.00 % | |
| Total | 182,826,799 | 1,013 182,827,812 | 159,519 | o | 182,987,331 | |
| Agenda item 11 Election of members to the board of directors | ||||||
| Ordinær | 180,270,837 | 573,107 | 180,843,944 | 2,143,387 | 0 | 182,987,331 |
| votes cast in % | 99.68 % | 0.32% | 0.00% | |||
| representation of sc in % | 98.52 % | 0.31% | 98.83% | 1.17 % | $0.00 \%$ | |
| total sc in % | 66.27 % | 0.21% | 66.48% | 0.79% | $0.00 \%$ | |
| Total | 180,270,837 | 573,107 180,843,944 2,143,387 | o | 182,987,331 | ||
| Agenda item 12 Election of members to the nomination committee | ||||||
| Ordinær | 182,822,812 | 5,000 | 182,827,812 | 159,519 | 0 | 182,987,331 |
| Shares class | FOR | Against | Poll in | Abstain | Poll not registered Represented shares with voting rights |
|
|---|---|---|---|---|---|---|
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 99.91 % | 0.00 % | 99.91 % | 0.09% | 0.00% | |
| total sc in % | 67.20% | 0.00% | 67.21 % | 0.06% | 0.00% | |
| Total | 182,822,812 | 5,000 182,827,812 | 159,519 | o | 182,987,331 | |
| Agenda item 13 Approval of remuneration to the auditor for 2015 | ||||||
| Ordinær | 182,827,704 | 0 | 182,827,704 | 159,627 | 0 | 182,987,331 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 99.91 % | 0.00% | 99.91 % | 0.09% | 0.00% | |
| total sc in % | 67.21 % | 0.00% | 67.21 % | 0.06% | 0.00% | |
| Total | 182,827,704 | 0 182,827,704 | 159,627 | $\Omega$ | 182,987,331 | |
| Agenda item 14 Authorization to the board of directors to purchase treasury shares in connection with acquisitions, | ||||||
| mergers, demergers or other trans. | ||||||
| Ordinær | 178,308,154 | 4,522,073 | 182,830,227 | 157,104 | $\Omega$ | 182,987,331 |
| votes cast in % | 97.53 % | 2.47 % | 0.00% | |||
| representation of sc in % | 97.44 % | 2.47 % | 99.91 % | 0.09% | 0.00% | |
| total sc in % | 65.54 % | 1.66 % | 67.21 % | 0.06% | 0.00% | |
| Total | 178,308,154 | 4,522,073 182,830,227 | 157,104 | O | 182,987,331 | |
| Agenda item 15 Authorization to the board of directors to purchase treasury shares in connection with the share | ||||||
| program for employees | ||||||
| Ordinær | 177,617,816 | 5,212,311 | 182,830,127 | 157,204 | 0 | 182,987,331 |
| votes cast in % | 97.15 % | 2.85 % | 0.00% | |||
| representation of sc in % | 97.07 % | 2.85 % | 99.91 % | 0.09% | 0.00% | |
| total sc in % | 65.29 % | 1.92% | 67.21 % | 0.06% | 0.00% | |
| Total | 177,617,816 | 5,212,311 182,830,127 | 157,204 | $\Omega$ | 182,987,331 | |
| Agenda item 16 Authorization to the board of directors to purchase treasury shares for the purpose of investment or | ||||||
| subsequent sale or deletion of shares | ||||||
| Ordinær | 177,615,951 | 5,213,416 | 182,829,367 | 157,964 | 0 | 182,987,331 |
| votes cast in % | 97.15 % | 2.85% | 0.00% | |||
| representation of sc in % | 97.07 % | 2.85 % | 99.91 % | 0.09% | $0.00 \%$ | |
| total sc in % | 65.29 % | 1.92 % | 67.21 % | 0.06% | 0.00 % | |
| Total | 177,615,951 | 5,213,416 182,829,367 | 157,964 | $\bf o$ | 182,987,331 |
| Registrar for the company: | Signature company: |
|---|---|
| DNB Bank ASA | AKER SOLUTIONS ASA |
Share information
| Name | Total number of shares Nominal value Share capital | Voting rights | |
|---|---|---|---|
| Ordinær | 272.044.389 | 1.08 293.807.940.12 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
No further matters being on the agenda, the general meeting was adjourned.
Fornebu, April 7, 2016
Øyvind Eriksen
Vegard Sivertsen
sign.
sign.
Appendix:
- Overview of shareholders represented at the annual general meeting, either in person, by proxy, or by means of prior electronic voting
Total Represented
| ISIN: | NO0010716582 AKER SOLUTIONS ASA |
|---|---|
| General meeting date: 07/04/2016 09.00 | |
| Today: | 07.04.2016 |
Number of persons with voting rights represented/attended: 5
| Number of shares % sc | ||
|---|---|---|
| Total shares | 272,044,389 | |
| - own shares of the company | 877,311 | |
| Total shares with voting rights | 271,167,078 | |
| Represented by own shares | 13,462,244 | 4.97 % |
| Represented by advance vote | 127,686,439 | 47.09 % |
| Sum own shares | 141,148,683 | 52.05 % |
| Represented by proxy | 724,806 | 0.27% |
| Represented by voting instruction | 41,113,842 | 15.16 % |
| Sum proxy shares | 41,838,648 | 15.43 % |
| Total represented with voting rights | 182,987,331 | 67.48 % |
| Total represented by share capital | 182,987,331 67.26 % |
| Registrar for the company: | Signature company: |
|---|---|
| DNB Bank ASA | AKER SOLUTIONS ASA |