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Aker — AGM Information 2018
Apr 20, 2018
3526_rns_2018-04-20_c9a82f7a-6446-4d07-8d5c-0e078fcf5894.pdf
AGM Information
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MINUTES OF
ANNUAL GENERAL MEETING IN
AKER ASA
On Friday 20 April 2018 at 09:00 the Annual General Meeting in Aker ASA was held at Akerkvartalet, Grand Hall, Oksenøyveien 10, 1366 Lysaker, Norway.
The following items were on the agenda:
$1.$ OPENING OF THE GENERAL MEETING, INCLUDING APPROVAL OF THE NOTICE AND AGENDA
The Annual General Meeting was opened and chaired by Øyvind Eriksen.
The Company's auditor, the auditing firm KPMG, represented by certified public accountant Vegard Tangerud, and DNB Registrars Department was also present.
The record of attending shareholders showed that 59.758.313 shares, corresponding to 80.42% of the issued shares were represented. The list of attending shareholders is set out on page 6. The voting result for each respective item is set out on pages 7 and 8.
No objections were made to the notice and the agenda, and the General Meeting was declared duly constituted.
$2.$ ELECTIONT OF A PERSON TO CO-SIGN THE MINUTES OF MEETING ALONG WITH THE MEETING CHAIR
Arild S. Frick was elected to co-sign the minutes along with the meeting chair.
PRESENTATION OF BUSINESS ACTIVITIES $3.$
Frank O. Reite, CFO, gave a presentation of the business activities and the important occurrences in the group in 2017 and the main figures from the annual accounts for 2017.
After the presentation, the meeting chair opened for questions and comments.
$\overline{4}$ . APPROVAL OF THE 2017 ANNUAL ACCOUNTS OF AKER ASA AND GROUP CONSOLIDATED ACCOUNTS AND THE BOARD OF DIRECTORS' REPORT, INCLUDING DISTRIBUTION OF DIVIDEND
The General Meeting adopted the following resolution:
The general meeting approves the annual accounts for 2017 for Aker ASA, the group consolidated accounts and the board of directors' report, including the proposal from the board of directors for distribution of dividend for 2017 of NOK 18 per share, which represents a total dividend distribution of NOK 1 337 793 516 before reduction for holding of treasury shares.
Dividend will be distributed to those who are shareholders in the company as per the expiry of 20 April 2018, as registered with the Company's shareholder register with the VPS as per the expiry of 24 April 2018. The share will be traded ex-dividend on Oslo Stock Exchange from and including 23 April 2018. The dividend will be paid on or about 3 May 2018.
CONSIDERATION OF THE BOARD OF DIRECTORS' DECLARATION $\overline{5}$ . REGARDING STIPULATION OF SALARY AND OTHER REMINERATION TO EXECUTIVE MANAGEMENT OF THE COMPANY
$(a)$ Advisory guidelines
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 Norwegian Public Limited Liability Companies Act section 6-16a.
$(b)$ Binding guidelines
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 Norwegian Public Limited Liability Companies Act section 6-16a.
6. CONSIDERATION OF THE STATEMENT OF CORPORATE GOVERNANCE
The General Meeting considered the Board of Directors' statement of Corporate Governance.
$7.$ STIPULATION OF REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
The General Meeting adopted the following resolution:
In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2017 annual general meeting until 2018 annual general meeting shall be set as follows:
- NOK 600,000 to the chairman of the board
-
NOK 415,000 to the deputy chairman of the board $\bullet$
-
NOK 365,000 to each of the remaining board members $\bullet$
- NOK 185,000 to audit committee chairman $\bullet$
- NOK 130,000 to audit committee members $\bullet$
It was noted that Kjell Inge Røkke's remuneration will be paid to his employer The Resource Group TRG AS.
$\mathbf{8}$ STIPULATION 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 from the 2017 annual general meeting until 2018 annual general meeting shall be set as follows:
NOK 45,000 for each member $\bullet$
It was noted that Kjell Inge Røkke's remuneration will be paid to his employer The Resource Group TRG AS.
9. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS
The General Meeting adopted the following resolution:
In accordance with the proposal from the nomination committee Kjell Inge Røkke (chairman) and Finn Berg Jacobsen (deputy chairman) are re-elected in their positions to the board for a period of two years.
The board will then consist of the following members elected by the shareholders:
- Kjell Inge Røkke (chairman) $\bullet$
- Finn Berg Jacobsen (deputy chairman) $\bullet$
- Kristin Krohn Devold $\bullet$
- Karen Simon $\bullet$
- Anne Marie Cannon $\bullet$
ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE 10.
The General Meeting adopted the following resolution:
In accordance with the proposal from the nomination committee Gerhard Heiberg is re-elected as member of the nomination committee for a period of two years.
The nomination committee will then consist of:
- Kjell Inge Røkke (chairman)
- Gerhard Heiberg
- Leif-Arne Langøy
11. APPROVAL OF REMUNERATION TO THE AUDITOR FOR 2017
The General Meeting adopted the following resolution:
The auditor's fees of NOK 2.1 million for the audit of Aker ASA for 2017 are approved.
12. AUTHORISATION 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 up to 7,432,186 treasury shares, with an aggregate nominal value of NOK 208,101,208. The authorisation also provides for acquisition of agreement liens in shares. The lowest and highest purchase amount for each share shall be NOK 4 and NOK 1,200 respectively. The Board is free to decide the method of acquisition and disposal of the company's shares. 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 power of attorney is valid until the annual general meeting in 2019, however not after 30 June 2019.
AUTHORISATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY $13.$ SHARES IN CONNECTION WITH THE SHARE PROGRAM FOR THE EMPLOYEES
The General Meeting adopted the following resolution:
The board is authorised to acquire up to 7,432,186 treasury shares, with an aggregate nominal value of NOK 208, 101, 208. The authorisation also provides for acquisition of agreement liens in shares. The lowest and highest purchase amount for each share shall be NOK 4 and NOK 1,200 respectively. The board is free to decide the method of acquisition and disposal of the company's shares. 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 share program for such employees, as approved by the board of directors.
The power of attorney is valid until the annual general meeting in 2019, however not after 30 June 2019.
14. AUTHORISATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES FOR INVESTMENT PURPOSES OR FOR SUBSEQUENT SALE OR DELETION OF SHARES
The General Meeting adopted the following resolution:
The board is authorised to acquire up to 7,432,186 treasury shares, with an aggregate nominal value of NOK 208, 101, 208. The authorisation also provides for acquisition of agreement liens in shares. The lowest and highest purchase amount for each share shall be NOK 4 and NOK 1,200 respectively. The board is free to decide the method of acquisition and disposal of the company's shares. The power of attorney may only be used to purchase treasury shares for investment purposes or for subsequent sale or deletion of such shares.
The power of attorney is valid until the annual general meeting in 2019, however not after 30 June 2019.
$ * $
There were no further items on the agenda. The Chairman of the meeting thanked the participants for their attendance, and the General Meeting was thereafter adjourned.
Oslo, 20 April 2018
$(sign.)$ Øyvind Eriksen, Chairman
$(sign.)$ Arild S. Frick, co-signer
Total Represented
ISIN: NO0010234552 AKER ASA A-AKSJER General meeting date: 20/04/2018 09.00 20.04.2018 Today:
Number of persons with voting rights represented/attended: 13
| Number of shares % sc | ||
|---|---|---|
| Total shares | 74,321,862 | |
| - own shares of the company | 15,733 | |
| Total shares with voting rights | 74,306,129 | |
| Represented by own shares | 53,814,261 | 72.42 % |
| Represented by advance vote | 69,464 | 0.09% |
| Sum own shares | 53,883,725 72.52 % | |
| Represented by proxy | 225,306 | 0.30% |
| Represented by voting instruction | 5,649,282 | 7.60% |
| Sum proxy shares | 5,874,588 | 7.91 % |
| Total represented with voting rights | 59,758,313 80,42 % | |
| Total represented by share capital | 59,758,313 80.41 % |
| Registrar for the company: | Signature company: |
|---|---|
| DNB Bank ASA | AKER ASA A-AKSJER |
Protocol for general meeting AKER ASA A-AKSJER
ISIN: NO0010234552 AKER ASA A-AKSJER General meeting date: 20/04/2018 09.00 Today: 20.04.2018
| Shares class | FOR | Against | Poll in | Abstain | Poll not registered Represented shares with voting rights |
|
|---|---|---|---|---|---|---|
| Agenda item 1 Opening of the annual general meeting, including approval of the notice and agenda | ||||||
| A - aksje | 59,758,308 | 0 | 59,758,308 | 5 | 0 | 59,758,313 |
| 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 % | 80.41 % | 0.00% | 80.41 % | 0.00% | 0.00% | |
| Total | 59,758,308 | 0 59,758,308 | 5 | 0 | 59,758,313 | |
| Agenda item 2 Election of a person to co-sign the minutes of meeting along with the meeting chair | ||||||
| A - aksie | 59,758,304 | 0 | 59,758,304 | 9 | 0 | 59,758,313 |
| 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 % | 80.41 % | 0.00% | 80.41 % | $0.00 \%$ | 0.00 % | |
| Total | 59,758,304 | 0 59,758,304 | $\mathbf{9}$ | $\Omega$ | 59,758,313 | |
| Agenda item 4 Approval of the 2017 annual accounts of Aker ASA and group consolidated accounts and the board of directors report, incl. distr. of dividend |
||||||
| A - aksie | 59,758,309 | 0 | 59,758,309 | 4 | $\bf{0}$ | 59,758,313 |
| 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 % | 80.41 % | 0.00% | 80.41 % | 0.00% | 0.00% | |
| Total | 59,758,309 | 0 59,758,309 | 4 | $\mathbf o$ | 59,758,313 | |
| Agenda item 5a Consideration of the board of directors declaration regarding stipulation of salary etc. - Advisory | ||||||
| guidelines | ||||||
| A - aksje | 57,135,654 | 2,622,008 | 59,757,662 | 651 | 0 | 59,758,313 |
| votes cast in % | 95.61 % | 4.39 % | 0.00% | |||
| representation of sc in % | 95.61 % | 4.39 % | 100.00 % | 0.00% | $0.00 \%$ | |
| total sc in % | 76.88 % | 3.53 % | 80.40 % | 0.00% | $0.00 \%$ | |
| Total | 57,135,654 2,622,008 59,757,662 | 651 | o | 59,758,313 | ||
| Agenda item 5b Consideration of the board of directors declaration regarding stipulation of salary etc. - Binding guidelines |
||||||
| A - aksje | 57,136,251 | 2,622,008 | 59,758,259 | 54 | 0 | 59,758,313 |
| votes cast in % | 95.61 % | 4.39 % | 0.00% | |||
| representation of sc in % | 95.61 % | 4.39 % | 100.00 % | 0.00% | 0.00% | |
| total sc in % | 76.88 % | 3.53 % | 80.41 % | 0.00% | 0.00% | |
| Total | 57,136,251 2,622,008 59,758,259 | 54 | o | 59,758,313 | ||
| Agenda item 7 Stipulation of remuneration to the members of the board of directors and the audit committee | ||||||
| A - aksje | 59,758,304 | 7 | 59,758,311 | $\overline{2}$ | 0 | 59,758,313 |
| 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 % | 80.41 % | $0.00 \%$ | 80.41 % | $0.00 \%$ | 0.00% | |
| Total | 59,758,304 | 7 59,758,311 | $\overline{\mathbf{z}}$ | $\mathbf o$ | 59,758,313 | |
| Agenda item 8 Stipulation of remuneration to the members of the nomination committee | ||||||
| A - aksje | 59,758,306 | 5 | 59,758,311 | $\overline{2}$ | 0 | 59,758,313 |
| 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 % | 80.41 % | 0.00 % | 80.41 % | $0.00 \%$ | $0.00 \%$ | |
| Total | 59,758,306 | 5 59,758,311 | 2 | o | 59,758,313 | |
| Agenda item 9 Election of members to the board of directors | ||||||
| A - aksje | 58,522,821 | 93,182 | 58,616,003 | 1,142,310 | 0 | 59,758,313 |
| votes cast in % | 99.84 % | 0.16% | $0.00 \%$ | |||
| representation of sc in % | 97.93% | 0.16% | 98.09 % | 1.91 % | $0.00 \%$ | |
| total sc in % | 78.74 % | 0.13% | 78.87 % | 1.54 % | 0.00% | |
| Total | 58,522,821 | 93,182 58,616,003 1,142,310 | o | 59,758,313 | ||
| Agenda item 10 Election of members to the nomination committee |
| Shares class | FOR | Against | Poll in | Abstain | Poll not registered Represented shares with voting rights |
|
|---|---|---|---|---|---|---|
| A - aksie | 59,736,306 | 22,000 | 59,758,306 | 7 | $\overline{0}$ | 59,758,313 |
| votes cast in % | 99.96 % | 0.04% | 0.00% | |||
| representation of sc in % | 99.96 % | 0.04% | 100.00 % | 0.00% | 0.00% | |
| total sc in % | 80.38 % | 0.03% | 80.41 % | 0.00% | 0.00% | |
| Total | 59,736,306 | 22,000 59,758,306 | $\overline{ }$ | $\Omega$ | 59,758,313 | |
| Agenda item 11 Approval of remuneration to the auditor for 2017 | ||||||
| A - aksie | 59,732,626 | 25,685 | 59,758,311 | $\overline{2}$ | $\Omega$ | 59,758,313 |
| votes cast in % | 99.96 % | 0.04% | 0.00% | |||
| representation of sc in % | 99.96 % | 0.04% | 100.00 % | 0.00 % | 0.00% | |
| total sc in % | 80.37 % | 0.04% | 80.41 % | 0.00% | 0.00% | |
| Total | 59,732,626 | 25,685 59,758,311 | $\overline{\mathbf{z}}$ | $\Omega$ | 59,758,313 | |
| Agenda item 12 Authorization to the board of directors to purchase treasury shares in connection with | ||||||
| acquisitions, mergers, de-mergers etc. | ||||||
| A - aksie | 59,402,906 | 329,717 | 59,732,623 | 25,690 | 0 | 59,758,313 |
| votes cast in % | 99.45 % | 0.55% | $0.00 \%$ | |||
| representation of sc in % | 99.41 % | 0.55% | 99.96 % | 0.04% | 0.00% | |
| total sc in % | 79.93 % | 0.44% | 80.37% | 0.04% | 0.00 % | |
| Total | 59,402,906 | 329,717 59,732,623 | 25,690 | $\mathbf{0}$ | 59,758,313 | |
| Agenda item 13 Authorization to the board of directors to purchase treasury shares in connection with the share | ||||||
| program for the employees | ||||||
| A - aksje | 59,290,080 | 468,225 | 59,758,305 | 8 | 0 | 59,758,313 |
| votes cast in % | 99.22 % | 0.78% | 0.00% | |||
| representation of sc in % | 99.22 % | 0.78% | 100.00 % | $0.00 \%$ | 0.00% | |
| total sc in % | 79.78 % | 0.63% | 80.41 % | 0.00% | 0.00% | |
| Total | 59,290,080 | 468,225 59,758,305 | 8 | o | 59,758,313 | |
| Agenda item 14 Authorization to the board of directors to purchase treasury shares for investment purposes or for subsequent sale or deletion of such share |
||||||
| A - aksje | 59,214,113 | 518,513 | 59,732,626 | 25,687 | 0 | 59,758,313 |
| votes cast in % | 99.13 % | 0.87% | 0.00% | |||
| representation of sc in % | 99.09 % | 0.87% | 99.96% | 0.04% | 0.00% | |
| total sc in % | 79.67 % | 0.70% | 80.37 % | 0.04% | 0.00% | |
| Total | 59,214,113 | 518,513 59,732,626 | 25,687 | o | 59,758,313 |
| Registrar for the company: | Signature company: |
|---|---|
| DNB Bank ASA | AKER ASA A-AKSJER |
Share information
| Name | Total number of shares Nominal value Share capital | Voting rights | |
|---|---|---|---|
| $A - a$ ksie | 74,321,862 | 28.00 2,081,012,136.00 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