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Aker — AGM Information 2020
Apr 27, 2020
3526_rns_2020-04-27_76f956b2-58aa-4cc7-a2c8-90b46449379b.pdf
AGM Information
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MINUTES OF
ANNUAL GENERAL MEETING IN
AKER ASA
On Monday 27 April 2020 at 14:00 the Annual General Meeting in Aker ASA was held at Akerkvartalet, Oksenøyveien 10, 1366 Lysaker, Norway.
The following items were on the agenda:
$11$ 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 Arve Gevoll, and DNB Registrars Department was also present.
The record of attending shareholders showed that 59,787,638 shares, corresponding to 80.51 % of the issued shares were represented. The list of attending shareholders is set out on page 7. The voting result for each respective item is set out on pages 8 and 9.
The notice and the agenda were approved, and the General Meeting was declared duly constituted.
$2.$ ELECTION OF A PERSON TO CO-SIGN THE MINUTES OF MEETING ALONG WITH THE MEETING CHAIR
Charlotte Håkonsen was elected to co-sign the minutes along with the meeting chair.
$3.$ PRESENTATION OF BUSINESS ACTIVITIES
Svein O. Stoknes, CFO, gave a presentation of the business activities and the important occurrences in the group in 2019 and the main figures from the annual accounts for 2019.
After the presentation, the meeting chair opened for questions and comments.
APPROVAL OF THE 2019 ANNUAL ACCOUNTS OF AKER ASA AND GROUP $\overline{4}$ . 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 2019 for Aker ASA, the group consolidated accounts and the board of directors' report, including the proposal from the board of directors that no dividend is paid for 2019.
$\overline{5}$ . CONSIDERATION OF THE BOARD OF DIRECTORS' DECLARATION REGARDING STIPULATION OF SALARY AND OTHER REMUNERATION 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.
Binding guidelines $(b)$
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 2019 annual general meeting until 2020 annual general meeting shall be set as follows:
- $\bullet$ NOK 620,000 to the chairman of the board
- NOK 425,000 to the deputy chairman of the board $\bullet$
- NOK 375,000 to each of the remaining board members
- NOK 190,000 to audit committee chairman
- NOK 135,000 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.
8. STIPULATION OF REMUNERATION TO MEMBERS THE 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 2019 annual general meeting until 2020 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 is re-elected for a period of two years, and Finn Berg Jacobsen and Kristin Krohn Devold are both re-elected for a period of one year, all in their current positions.
The Board will then consist of the following members elected by the shareholders:
- Kjell Inge Røkke (chairman) $\bullet$
- Finn Berg Jacobsen (deputy chairman)
- Kristin Krohn Devold
- Karen Simon
10. ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE
The General Meeting adopted the following resolution:
In accordance with the proposal from the nomination committee no replacement is made for Gerhard Heiberg.
The nomination committee will then consist of:
- Kjell Inge Røkke (chairman)
- Leif-Arne Langøy
APPROVAL OF REMUNERATION TO THE AUDITOR FOR 2019 11.
The General Meeting adopted the following resolution:
The auditor's fees of NOK 2,2 million for the audit of Aker ASA for 2019 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 2021, however not after 30 June 2021.
13. AUTHORISATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY 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 2021, however not after 30 June 2021.
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 2021, however not after 30 June $2021.$
15. AUTHORISATION TO THE BOARD OF DIRECTORS TO RESOLVE DISTRIBUTION OF DIVIDEND
The General Meeting adopted the following resolution:
The board is authorised to resolve the distribution of dividends on the basis of the company's annual accounts for 2019.
The authorisation may be used on one or more occasions.
The power of attorney is valid until the annual general meeting in 2021, however not after 30 June 2021.
16. AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL
The General Meeting adopted the following resolution:
The board is authorised to increase the share capital with an amount limited to NOK 208,101,208.
The shareholders' pre-emption rights pursuant to section $10-4$ may be derogated from.
The authorisation covers an increase in capital in return for non-cash contributions, but not a resolution on a merger.
The power of attorney is valid until the annual general meeting in 2021, however not after 30 June 2021.
$17.$ AMENDMENT OF THE ARTICLES OF ASSOCIATION
The General Meeting adopted the following resolution:
Section 5 the articles of association is amended to read:
"The company shall have a nomination committee, consisting of at least two members elected by the general meeting. The nomination committee shall prepare the election of directors. The general meeting may adopt instructions for the nomination committee's tasks."
* * *
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.
Fornebu, 27 April 2020
$(sign.)$ Øyvind Eriksen, Chairman
$(sign.)$ Charlotte Håkonsen, co-signer
| l ISIN : | NO0010234552 AKER ASA A-AKSJER |
|---|---|
| General meeting date: 27/04/2020 14.00 | |
| Today: | 27.04.2020 |
Number of persons with voting rights represented/attended: 4
| Number of shares % sc | ||
|---|---|---|
| Total shares | 74,321,862 | |
| - own shares of the company | 59,101 | |
| Total shares with voting rights | 74,262,761 | |
| Represented by own shares | 1,201 | 0.00% |
| Represented by advance vote | 54,083,047 | 72.83% |
| Sum own shares | 54,084,248 | 72.83 % |
| Represented by proxy | 45,266 | $0.06 \%$ |
| Represented by voting Instruction | 5.658,124 | 7.62% |
| Sum proxy shares | 5,703,390 | 7.68% |
| Total represented with voting rights | 59,787,638 | 80.51 % |
| Total represented by share capital | 59,787,638 | 80.44 % |
| Registrar for the company: | Signature company: |
|---|---|
| DNB Bank ASA | AKER ASA A-AKSJER |
Protocol for general meeting AKER ASA A-AKSJER
| ISIN: General meeting date: 27/04/2020 14.00 |
NO0010234552 AKER ASA A-AKSJER | |||||
|---|---|---|---|---|---|---|
| 27.04.2020 | ||||||
| Today: | ||||||
| Shares class | FOR | Against | Poll in | Abstain | Poli 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 | 59,787,380 | 23 | 59,787,403 | 235 | 0 | 59,787,638 |
| 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 % | 80.44 % | 0.00% | 80.44 % | 0.00% | 0.00% | |
| Total | 59,787,380 | 23 59,787,403 | 235 | ٥ | 59,787,638 | |
| Agenda item 2 Election of a person to co-sign the minutes of meeting along with the meeting chair | ||||||
| A - aksje | 59,787,370 | 23 | 59,787,393 | 245 | 0 | 59,787,638 |
| 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 % | 80.44 % | $0.00 \%$ | 80.44 % | 0.00% | 0.00% | |
| Total | 59,787,370 | 23 59,787,393 | 245 | 0 | 59,787,638 | |
| Agenda item 4 Approval of the 2019 annual accounts of Aker ASA and group consolidated acc, and the board of | ||||||
| dir report, including distribution of dividend | ||||||
| A - aksie | 59.786.679 | 303 | 59,786,982 | 656 | 0 | 59.787.638 |
| 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 % | 80.44 % | 0.00 % | 80.44 % | 0.00 % | 0.00% | |
| Total | 59,786,679 | 303 59,786,982 | 656 | o | 59,787,638 | |
| Agenda item 5.a Consideration of the board of directors deci.reg. stipulation of salary and other remun. to exec. | ||||||
| manag. of the comp., Advisory Guidlines A - aksie |
58,067,492 | 59,780,019 | 0 | 59,787,638 | ||
| votes cast in % | 97.14 % | 1,712,527 2.87 % |
7,619 0.00% |
|||
| representation of sc in % | 97.12 % | 2.86% | 99.99 % | 0.01% | 0.00% | |
| total sc in % | 78.13% | 2.30 % | 80.43% | 0.01% | 0.00% | |
| Total | 58,067,492 1,712,527 59,780,019 | 7,619 | o | 59,787,638 | ||
| Agenda item 5.b Consideration of the board of directors decl.reg. stipulation of salary and other remun. to exec. | ||||||
| manag. of the comp., Binding guidelines | ||||||
| A - aksje | 58,065,508 | 1,712,597 | 59,778,105 | 9,533 | 0 | 59,787,638 |
| votes cast in % | 97,14% | 2.87 % | $0.00 \%$ | |||
| representation of sc in % | 97.12% | 2.86% | 99.98 % | 0.02% | 0.00% | |
| total sc in % | 78.13% | 2.30 % | 80.43% | 0.01% | 0.00 % | |
| Total | 58,065,508 1,712,597 59,778,105 | 9,533 | o | 59,787,638 | ||
| Agenda Item 7 Stipulation of remuneration to the members of the board of directors and the audit committee | ||||||
| A - aksje | 59,777,807 | 198 | 59,778,005 | 9,633 | 0 | 59,787,638 |
| votes cast in % | 100.00% | 0.00 % | 0.00% | |||
| representation of sc in % | 99.98% | $0.00 \%$ | 99.98 % | $0.02 \%$ | $0.00 \%$ | |
| total sc in % | 80.43% | 0.00 % | 80.43% | 0.01% | $0.00 \%$ | |
| Total | 59,777,807 | 198 59,778,005 | 9,633 | 0 | 59,787,638 | |
| Agenda item 8 Stipulation of remuneration to the members of the nomination committee | ||||||
| A - aksje | 59,777,807 | 198 | 59,778,005 | 9,633 | 0 | 59,787,638 |
| votes cast in % | 100.00% | $0.00 \%$ | 0.00 % | |||
| representation of sc in % | 99.98% | $0.00 \%$ | 99.98% | 0.02 % | 0.00 % | |
| total sc in % | 80.43% | $0.00 \%$ | 80.43% | 0.01% | 0.00 % | |
| Total | 59,777,807 | 198 59,778,005 | 9,633 | o | 59,787,638 | |
| Agenda item 9 Election of members to the board of directors | ||||||
| A - aksje | 58,235,081 | 762,540 | 58,997,621 | 790,017 | 0 | 59,787,638 |
| votes cast in % | 98.71% | 1.29 % | 0.00% | |||
| representation of sc in % | 97.40% | 1.28 % | 98.68% | 1.32 % | $0.00 \%$ | |
| total sc in % | 78.36% | $1.03\%$ | 79.38 % | 1.06 % | $0.00 \%$ | |
| Total | 58,235,081 | 762,540 58,997,621 | 790,017 | 0 | 59,787,638 | |
| Agenda item 10 Election of members to the nomination committee | ||||||
| 57,233,044 | 4,075 | 57,237,119 | 2,550,519 | 0 | 59,787,638 | |
| 0.00 % | ||||||
| A - aksje | ||||||
| votes cast in % | 99.99% | $0.01 \%$ | ||||
| representation of sc in % | 95.73% | $0.01 \%$ | 95.73% | 4.27 % | 0.00 % | |
| total sc in % | 77.01% | $0.01 \%$ | 77.01 % | 3.43% | $0.00 \%$ | |
| Total Agenda Item 11 Approval of remuneration to the auditor for 2019 |
57,233,044 | 4,075 57,237,119 2,550,519 | o | 59,787,638 |
| 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 % | 100.00% | $0.00 \%$ | 100.00 % | 0.00 % | 0.00% | |
| total sc in % | 80.44% | 0.00% | 80.44 % | $0.00 \%$ | 0.00 % | |
| Total | 59,786,475 | 489 59,786,964 | 674 | $\mathbf o$ | 59,787,638 | |
| Agenda item 12 Authorization to the board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transactio |
||||||
| A - aksje | 57,947,015 | 1,832,911 | 59,779,926 | 7,712 | 0 | 59,787,638 |
| votes cast in % | 96.93% | 3.07% | 0.00 % | |||
| representation of sc in % | 96,92% | 3.07% | 99.99 % | 0.01% | 0.00% | |
| total sc in % | 77,97% | 2,47% | 80.43 % | 0.01% | $0.00 \%$ | |
| Total | 57,947,015 1,832,911 59,779,926 | 7,712 | $\mathbf o$ | 59,787,638 | ||
| Agenda item 13 Authorization to the board of directors to purchase treasury shares in connection with the share | ||||||
| program for the employees | ||||||
| A - aksie | 57,710,422 | 2,070,615 | 59,781,037 | 6,601 | 0 | 59,787,638 |
| votes cast in % | 96.54 % | 3.46 % | 0.00% | |||
| representation of sc in % | 96.53 % | 3.46% | 99.99% | 0.01% | $0.00 \%$ | |
| total sc in % | 77.65% | 2.79 % | 80.44 % | 0.01% | 0.00% | |
| Total | 57,710,422 2,070,615 59,781,037 | 6,601 | $\mathbf 0$ | 59,787,638 | ||
| 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 - aksie | 58,333,851 | 1,452,701 | 59,786,552 | 1,086 | 0 | 59.787.638 |
| votes cast in % | 97.57% | 2.43% | $0.00 \%$ | |||
| representation of sc in % | 97.57% | 2.43 % | 100.00 % | 0.00% | 0.00% | |
| total sc in % | 78.49% | 1.96 % | 80.44 % | 0.00% | 0.00% | |
| Total | 58,333,851 1,452,701 59,786,552 | 1,086 | O | 59,787,638 | ||
| Agenda item 15 Authorization to the board of directors to resolve distribution of dividends | ||||||
| A - aksie | 59,787,090 | 546 | 59,787,636 | $\overline{2}$ | $\Omega$ | 59,787,638 |
| 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 % | 80.44 % | 0.00% | 80.44% | 0.00 % | $0.00 \%$ | |
| Total | 59,787,090 | 546 59,787,636 | $\overline{2}$ | o | 59,787,638 | |
| Agenda item 16 Authorization to the board of directors to increase the share capital | ||||||
| A - aksje | 59,613,406 | 167,616 | 59,781,022 | 6,616 | 0 | 59,787,638 |
| votes cast in % | 99.72% | $0.28 \%$ | 0.00% | |||
| representation of sc in % | 99.71 % | 0.28% | 99.99 % | 0.01% | 0.00% | |
| total sc in % | 80.21 % | 0.23% | 80.44 % | 0.01% | 0.00% | |
| Total | ||||||
| 59,613,406 | 167,616 59,781,022 | 6,616 | o | 59,787,638 | ||
| Agenda item 17 Amendment of the articles of association | ||||||
| A - aksie | 59,777,541 | 2,757 | 59,780,298 | 7,340 | 0 | 59,787,638 |
| votes cast in % | 100.00% | 0.01 % | 0.00% | |||
| representation of sc in % | 99.98% | 0.01% | 99.99 % | 0.01% | 0.00% | |
| total sc in % | 80.43% | 0.00% | 80.43 % | 0.01% | $0.00 \%$ | |
| Total | 59,777,541 | 2,757 59,780,298 | 7,340 | o | 59,787,638 |
| 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 - aksie | 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