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AKVA Group AGM Information 2010

Jun 3, 2010

3532_rns_2010-06-03_8432171d-846a-4b21-8b8f-2aedaab2b766.pdf

AGM Information

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AKVA GROUP

Office translation of the official Minutes prepared in Norwegian.

MINUTES

of the Annual Meeting of the Stockholders in

AKVA group ASA

held on the 3rd of June 2010, at 1630 hours in the Company’s premises in Time municipal

1. Registration of attending shareholders

The Annual Meeting was opened by the Chairman of the Board, Amund Skarholt. He recorded a list of the attending shareholders which is attached to these minutes as Exhibit 1 (includes name and number of shares that are represented).

Haakon Skaarer and Morten Nærland were also present. The company’s auditor, Ernst & Young AS v/ Nicolai Homme was also present. In addition Sjur Christian Berggraf from Kluge Advokatfirma DA was present.

2. Election of one person to chair the meeting and one person to co-sign the minutes

Amund Skarholt was elected to chair the meeting. Gunnar Kluge was elected to co-sign the minutes.

3. Approval of the notice of the meeting and of the agenda

No objections were raised in terms of the notice and the proposed items on the agenda which were approved.

4. Approval of the annual accounts and of the annual report

The Board’s annual report and proposed annual accounts were presented together with the auditor’s statement for 2009. The annual accounts and annual report was considered, and adopted by the Annual Meeting.

5. Dividends

In accordance with the Board’s proposal it was decided not to distribute dividends for the year 2009.

6. Approval of Board of Directors’ and nomination committee’s fees

The Chairman accounted for the Board’s proposition.

The Annual Meeting resolved that the following fees shall be paid for the period from this Annual Meeting and until the next Annual Meeting:


AKVA GROUP

Chairman: NOK 250,000.-

Deputy chairman: NOK 190,000.-

Directors elected by shareholders: NOK 125,000.- per member

Directors elected by employees: NOK 30,000.- per member

In addition, members of Board Committees shall receive a fee of NOK 5,000,- for each committee meeting.

The Annual Meeting further resolved that each member of the nomination committee shall receive a fee of NOK 10.000,-.

7. Approval of auditor’s fee

The Chairman presented the Board’s proposal. The Annual Meeting resolved to approve a fee of NOK 410,000 for audit.

8. Statement regarding the stipulation of the remuneration of the leading employees

The Chairman accounted for the Board’s statement regarding the stipulation of the remuneration of the leading employees. The Annual Meeting resolved that it had no objections towards the Board’s statement. The Annual Meeting restated its approval of the Share Option Scheme.

9. Board of Directors election

The Annual Meeting resolved to elect the following board with the following terms in accordance with the nomination committee’s proposal:

Name Term
Mrs. Anne Breiby One year
Mr. Thore Michalsen One year
Mr. Amund Skarholt One year
Mr. Frode Teigen One year
Mrs. Thorhild Widvey One year

10. Nomination Committee

The Annual Meeting elected the following members to the nomination committee:

Name
Haakon Skaarer
Lisbeth Flågeng
Kristian Falnes

AKVA GROUP

11. Authorization for acquisition of own shares

The Chairman accounted for the Board’s proposition. The Annual Meeting resolved the following resolution:

“In accordance with the Board of Directors’ proposal the Board is authorized to acquire own shares which have been fully paid in accordance with the rules of §§ 9-2 – 9-4 of the Public Limited Companies Act. For each single share which is acquired by this authorization the price to be paid shall not exceed the ordinary stock exchange rate available on the date of purchase.

This authorization may be used one or several times. The highest nominal value of the total number of shares that may be acquired according to this authorization is fixed at NOK 861.143 which equals about 5.0 % of the issued share capital.

Own shares may only be acquired according to this authorization when the Company’s free equity according to the latest declared balance sheet at the time of the acquisition exceeds the compensation to be paid for the shares. Beyond that, the Board of Directors will decide the conditions for the acquisition and transfer of own shares, considering the fact that in no incidence can own shares be acquired by this authorization beyond what is considered consistent with prudent and sound business practice, taking proper account of losses that may have occurred after the balance sheet date, or which may be expected to occur.

The authorization is valid until the Annual Meeting of the stockholders of 2011 however not longer than 14 months from this date. This authorisation replaces the authorization for acquisition of own shares granted by the Annual General Meeting on 10 June 2009.”

12. Strategic authorization for the issuance of new shares

The Chairman accounted for the Board’s proposition. The Annual Meeting resolved the following resolution:

“In accordance with the Board of Directors’ proposal the Annual General Meeting decided pursuant to section 10-14 of the Norwegian Public Limited Companies Act, to authorise the Board to increase the Company’s share capital by up to NOK 1,500,000 by issuing new shares.

The authorization may be used in connection with acquisition of companies with technologies or products relevant for AKVA group ASA, or to raise capital for the financing of AKVA group ASA’s operations, or for further developing the operations.

The authorization includes merger or de-merger, cf PLCA §§ 13-5 and 14-6. Settlement of the share contribution can be made by non-cash settlement.

Increase of the share capital in accordance with the authorization shall be executed in the manner, and at the time, the Board of Directors considers most appropriate based on the interests of the Company and the shareholders. The authorization may be used one or several times up to the stated amount.


AKVA GROUP

The authorisation entitles the Board of Directors to waive the shareholders' pre-emptive right to new shares pursuant to section 10-4 of the PLCA. The Board of Directors is to determine the detailed subscription terms and conditions, including the subscription price and will decide upon all necessary changes of the Articles of Association following capital increased in accordance with this authorization.

The authorization is valid until the Annual Meeting of the stockholders of 2011, however not longer than 14 months from this date. The authorisation replaces the authorization for issuance of shares granted by the Annual General Meeting on 10 June 2009."

13. Authorization for the issuance of shares under the Company's share option plan

The Chairman accounted for the Board's proposition. The Annual Meeting resolved the following resolution:

"In accordance with the Board of Directors' proposal, the Annual General Meeting resolved, in accordance with PLCA § 10-14, to authorize the Board to increase the Company's share capital with up to NOK 1,012,108, by issuing of shares in accordance with future option agreements.

The authorization does not include merger or de-merger, cf PLCA §§ 13-5 and 14-6. Settlement of the share contribution cannot be made by non-cash settlement.

Share capital increases in accordance with this authorization shall be completed in other respects in the manner and at the time which the Board of Directors finds to be the best giving due consideration to the Company and the shareholders.

The authorization may be used one or several times until the stipulated amount is reached. The authorisation entitles the Board of Directors to waive the shareholders' pre-emptive right pursuant to section 10-4 of the PLCA. The Board of Directors will decide the detailed subscription terms including the subscription price, and will decide upon all necessary changes of the Articles of Association following capital increased in accordance with this authorization.

The Board of Directors' authorization is valid for the period until the Annual Meeting of the stockholders of 2011, however not longer than 14 months from this date. The authorization replaces the authorization for the issuance of shares in relation to the option program granted by the Annual General Meeting on 10 June 2009."

The purpose of the authorization is to allow for time efficient fulfillment the company's share option program by increasing the share capital. Due to the purpose of the proposed authorization, the proposal implies that the shareholders pre-emption right may be waived from.


All decisions were unanimous, unless otherwise is stated in the minutes.

There were no further items on the agenda. The Annual Meeting was adjourned. The minutes were read and signed.

Time, 3rd of June 2010

(only the official document in Norwegian to be signed)


AKVA GROUP