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AKVA Group — AGM Information 2021
May 6, 2021
3532_rns_2021-05-06_0f419253-37f1-4df6-b155-a6b4bab68e2f.pdf
AGM Information
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Minutes from Annual General Meeting in
AKVA group ASA (reg.no. 931 693 670)
Thursday 6 May 2021 at 17:00 (CET) the Annual General Meeting of AKVA Group ASA was held at the company's head office address in Plogfabrikkvegen 11 in Klepp, Norway.
In accordance with the notice dated 14 April 2021, the General Meeting had the following
Agenda
-
- Opening of the Annual General Meeting by the Chairman of the board, and registration of shareholders present
-
- Election of chair of the meeting and of a person to co-sign the meeting minutes along with meeting chair
-
- Approval of the notice to the meeting and the agenda
-
- Ordinary agenda items
- $4.1$ Presentation of business activities by Group chief executive officer Knut Nesse
- $4.2$ Approval of the 2020 annual accounts of AKVA group ASA and the Group, and the board's annual report
- $4.3$ Determination of board members' remuneration
- $4.4$ Determination of Nomination Committee members' remuneration
- $4.5$ Approval of auditor's fees
- 4.6 Election of auditor
- $4.7$ Approval of the board's guidelines on salaries and other remuneration to senior personnel
- $4.8$ Consideration of the board's statement on corporate governance in accordance with the Norwegian Accounting Act Section 3-3b
$444.$
- 4.9 Election of board members
- $4.10$ Election of Nomination Committee members
-
- Authorization to increase the share capital
-
- Authorization to purchase own shares
-
Authorization to the board to approve the distribution of dividends
*****
OPENING OF THE ANNUAL GENERAL MEETING BY THE CHAIRMAN OF $\mathbf{1}$ THE BOARD, AND REGISTRATION OF SHAREHOLDERS PRESENT
The General Meeting was opened by the Chair of the Board of Directors, Hans Kristian Mong, who registered the participating shareholders. The list of participating shareholders is enclosed to these minutes as Appendix 1.
The record of attending shareholders showed that 27,376,988 shares and votes were represented, which corresponds to approximately 82.13 % of the shares with voting rights.
$\overline{2}$ ELECTION OF CHAIR OF THE MEETING AND OF A PERSON TO CO-SIGN THE MEETING MINUTES ALONG WITH MEETING CHAIR
The Chair of the Board of Directors, Hans Kristian Mong, was elected to chair the General Meeting.
Andreas Pierre Hatjoullis was elected to co-sign the minutes of the General Meeting.
The resolutions were made with the required majority, please see the voting results set out in Appendix 2 to these minutes.
3 APPROVAL OF THE NOTICE TO THE MEETING AND THE AGENDA
As informed in the notice to the general meeting, based on the prevailing circumstances related to infection control measures in connection with the corona pandemic, the shareholders were required to vote by proxy or present a proof of identity in advance of the General Meeting in order to vote at the General Meeting via video link. Registered shareholders may attend the meeting via webcast and ask questions or provide comments. None of the shareholders have requested to attend the General Meeting via the offered video link.
The notice of the General Meeting and agenda were approved.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$\frac{1}{4}$
$\overline{\mathbf{4}}$ ORDINARY AGENDA ITEMS
$4.1$ Presentation of business activities by Group chief executive officer Knut Nesse
This item on the agenda was omitted, due to the fact that none of the shareholders were attending the General Meeting via video link.
$4.2$ Approval of the 2020 annual accounts of AKVA group ASA and the Group, and the board's annual report
The General Meeting resolved to approve the annual accounts for 2020 for AKVA group ASA and the Group, and the board's annual report, including the board's proposal to transfer the profit of 2020 to other equity.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$4.3$ Determination of board members' remuneration
In accordance with the proposal from the Nomination Committee, the General Meeting resolved that the remuneration to the Board of Directors shall be set as follows:
| Chair. | NOK 325.000 |
|---|---|
| Deputy Chair: | NOK 216.000 |
| Regular Member: | NOK 196.500 |
| Board Committee all members: | NOK 5.500 per meeting |
| Chair Compensation Committee: | NOK 21.000 fixed yearly fee |
| Chair Audit Committee: | NOK 36.200 fixed yearly fee |
| Employee elected member: | NOK 52.000 |
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$4.4$ Determination of Nomination Committee members' remuneration
In accordance with the proposal from the Nomination Committee, the General Meeting resolved that the remuneration shall be set at:
| Chair of the Nomination Committee. | NOK 25.750 per year |
|---|---|
| Member of the Nomination Committee: | NOK 18.500 per year |
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$44$
$4.5$ Approval of auditor's fees
In accordance with the board of directors' proposal, the General Meeting made the following resolution:
The General Meeting approves the auditor's fees of NOK 960.190 for the accounting year of 2020.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
4.6 Election of auditor
In accordance with the board of directors' proposal, the General Meeting made the following resolution:
Deloitte AS is elected as auditor for AKVA group ASA with subsidiaries.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
4.7 Approval of the board's guidelines on salaries and other remuneration to senior personnel
In accordance with the board of directors' proposal, the General Meeting made the following resolution:
The General Meeting approves the board of directors' guidelines on determination of salaries and other remuneration to senior personnel in accordance with $\delta$ 6-16 a of the Companies Act.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
4.8 Consideration of the board's statement on corporate governance in accordance with the Norwegian Accounting Act Section § 3-3b
In accordance with the board of directors' proposal, the General Meeting made the following resolution:
The General Meeting endorses the board's statement on corporate governance, included in the annual report.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$44.$
4.9 Election of board members
In accordance with the proposal from the Nomination Committee, the General Meeting made the following resolution:
The following are elected as shareholder-elected members of the board of directors for the period up until the ordinary general meeting in 2022:
- Mr. Hans Kristian Mong $\bullet$
- Mr. Frode Teigen
- Ms. Kristin Reitan Husebø
- · Ms. Heidi Nag Flikka
- Mr. Tore Rasmussen
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
4.10 Election of Nomination Committee members
In accordance with the proposal from the Nomination Committee, the General Meeting made the following resolution:
The Nomination Committee shall consist of:
- Mr. Eivind Helland, Chair
- Mr. Bjørnar Mikalsen, member
- Mr. Ingvald Fardal, member
Term of service is one year for all Nomination Committee members.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$\overline{5}$ AUTHORIZATION TO INCREASE THE SHARE CAPITAL
In accordance with the board of directors' proposal, the General Meeting made the following resolution:
The board is authorized to increase the Company's share capital by up to NOK 3.333.430. through subscription of new shares. The authorization does not authorize the board to waive the pre-emptive right of shareholders pursuant to section 10-4 of the Companies Act, nor carry out a capital increase through payments in non-monetary assets, nor incur special obligations on behalf of the Company as set out in section 10-2 of the Companies Act, nor decisions on mergers pursuant to section 13-5 of the Companies Act, and may not be used in connection with the Company's option program.
The authorization shall be in force until the earlier of the time of the Annual General Meeting
$488$
in 2022 and 30 June 2022. This authorization replaces all previous authorizations to the board to increase the Company's share capital.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
6 AUTHORIZATION TO PURCHASE OWN SHARES
In accordance with the board of directors' proposal, the General Meeting made the following resolution:
The board is, pursuant to Section 9-2 to 9-4 of the Companies Act, authorized to purchase and hold shares in the Company. The shares to be acquired under this authorization shall not be acquired at a higher value than at market terms on a regulated market where the shares are traded, and the minimum and maximum price that may be paid for each share is NOK 1 and NOK 150, respectively.
This authorization may be used one or several times. The maximum face value of the shares which the Company may acquire pursuant to this authorization is in total NOK 833,358 which equals to approximately 2.5% of the Company's share capital.
Acquisition of shares pursuant to this authorization may only take place if the Company's distributable reserves according to the most recent balance sheet exceed the remuneration for the shares to be acquired. The board is free to determine how the Company's own shares will be acquired and sold, provided an acquisition under this authorization must be in accordance with prudent and good business practice, with due consideration to losses which may have occurred after the balance-sheet date or to such expected losses.
The authorisation shall be in force until the Annual General Meeting in 2022, however, not later than until 30 June 2022. This authorization replaces the authorization to the board to purchase own shares, given by the General Meeting on 7 May 2020.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$\overline{7}$ AUTHORIZATION TO THE BOARD TO APPROVE THE DITRIBUTION OF DIVIDENDS
In accordance with the board of directors' proposal, the General Meeting made the following resolution:
The board of directors are authorised pursuant to the Companies Act § 8-2(2) to approve the distribution of dividends based on the Company annual accounts for 2020. The authorisation also includes distribution in the form of repayment of paid-in-capital.
The authorisation may be used to approve the distribution of dividends up to an aggregated
amount of NOK 100,000,000.
The authorisation is valid for dividends from and including the second quarter of 2021 and until the Annual General Meeting in 2022, however, not later than until 30 June 2022.
The board determines from which date the shares will be traded ex-dividend.
This authorization replaces the authorization to the board to approve the distribution of dividends, given by the General Meeting on 7 May 2020.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
*****
No further items being on the agenda, the Annual General Meeting was adjourned.
Hans Kristian Mong Chair of the General Meeting
Andreas Pierre Hatioullis.
Co-signer
Appendices:
-
- List of participating shareholders, with specification of the number of shares and votes they represent in their own name and as proxy, cf. the Public Limited Liability Companies Act Section 5-13.
-
- Detailed summary of the votes, including the amount of votes for and against the respective resolutions, cf. the Public Limited Liability Companies Act Section 5-16.
AKVA group ASA - Annual General Meeting 6 May 2021
Shares represented in AGM
| lisin: N00003097503 | NO0003097503 |
|---|---|
| Date of General Meeting: | 06.05.2021 at 17:00 CET |
| Date of today: | 06.05.2021 |
| Number of persons entitled to vote represented / present in the meeting: | з | |
|---|---|---|
| Proxy of all represented | 24,19% | |
| Total number of shares | 33 334 303 | |
| - the company's own shares | 377883 | |
| Total number of shares entitled to vote | 32 956 420 | |
| Represented by own shares | 20 754 653 | 62,98% |
| Total own shares | 20 754 653 | 62,98% |
| Represented by proxy without voting instructions | 46856 | 0,14% |
| Represented by proxy with voting instructions | 6575479 | 19,95% |
| Total proxy | 6622335 | 20,09% |
| Total shares represented entitled to vote | 27 376 988 | 83,07% |
| Total represented of the share capital | 27 376 988 | 82,13% |
Hans Kristian Mong Chair of the General Meeting
Andreas Pierre Hatjoullis, Co-signer
AKVA group ASA - Annual General Meeting 6 May 2021
Summary of votes from the AGM
| ISIN: | NO0003097503 | |||||
|---|---|---|---|---|---|---|
| Date of General Meeting: | 06.05.2021 at 17:00 CET | |||||
| Date of today: | 06.05.2021 | |||||
| Total represented | ||||||
| Share category | In favour | Against | Abstention | Total voted | Not voted | of the share capital |
| item 2 Election of chair of the meeting and of a person to co-sign the meeting minutes along with meeting chair | ||||||
| Ordinary | 26 548 988 | 828000 | 27 376 988 | 828 000 | 27376988 | |
| % of votes | 96,98% | 0,00% | 3,02% | 3,02% | ||
| % of share capital represented | 96,98% | 0,00% | 3,02% | 100,00% | ||
| Total | 26 548 988 | 828 000 | 27 376 988 | 328 000 | 27 376 988 | |
| Item 3 Approval of the notice to the meeting and the agenda | ٠ | |||||
| Ordinary | 27376988 | $\ddot{\phantom{a}}$ | 27 376 988 | 27376988 | ||
| % of votes | 100,00% | 0,00% | 0,00% | 0,00% | ||
| % of share capital represented | 100,00% | 0,00% | 0,00% | 100,00% | ||
| Total | 27 376 988 | $\overline{a}$ | ä | 27 376 988 | 27 376 988 | |
| ltern 4.2 Approval of the 2020 annual accounts of AKVA group ASA and the Group, and the Board's Annual Report | ||||||
| Ordinary | 27 376 988 | 27 376 988 | $\overline{\phantom{m}}$ | 27376988 | ||
| % of votes | 100,00% | 0,00% | 0,00% | 0,00% | ||
| % of share capital represented | 100,00% | 0,00% | 0,00% | 100.00% | ||
| Total | 27 376 988 | 27 376 988 | 27 376 988 | |||
| Item 4.3 Determination of board members' remuneration | ||||||
| Ordinary | 27 376 988 | 27 376 988 | 27376988 | |||
| % of votes | 100.00% | 0,00% | 0,00% | 0.00% | ||
| % of share capital represented | 100,00% | 0,00% | 0,00% | 100.00% | ||
| Total | 27 376 988 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 27 376 988 | 27 376 988 | |
| Item 4.4 Determination of Nomination Committee members' remuneration | ||||||
| Ordinary | 27376988 | $\overline{a}$ | 27376988 | 27376988 | ||
| % of votes | 100.00% | 0,00% | 0,00% | $0.00\,\%$ | ||
| % of share capital represented | 100,00% | 0,00% | 0,00% | 100,00% | ||
| Total | 27 376 988 | $\overline{a}$ | $\overline{a}$ | 27 376 988 | 27 376 988 | |
| Item 4.5 Approval of auditor's fees | ||||||
| Ordinary | 27376988 | $\overline{a}$ | 27 376 988 | 27376988 | ||
| % of votes | 100,00% | 0,00% | 0,00% | 0,00% | ||
| % of share capital represented | 100,00 % | 0,00% | 0,00% | 100,00% | ||
| Total | 27 376 988 | $\overline{\phantom{a}}$ | $\frac{1}{2}$ | 27 376 988 | 27 376 988 | |
| Item 4.6 Election of auditor | ||||||
| Ordinary | 27376988 | 27376988 | 27376988 | |||
| % of votes | 100,00% | 0,00% | 0,00% | 0,00% | ||
| % of share capital represented | 100,00 % | 0,00% | 0,00% | 100,00% | ||
| Total | 27376988 | $\blacksquare$ | ä, | 27 376 988 | 27376988 | |
| Item 4.7 Approval of the board's guidelines on salaries and other remuneration to senior personnel | ||||||
| Ordinary | 25846515 | 1530473 | 27376988 | 27376988 | ||
| % of votes | 94,41% | 5,59% | 0,00% | 0,00% | ||
| % of share capital represented | 94 41 % | 5,59% | 0,00% | 100,00% | ||
| Total | 25 846 515 | 1530473 | $\blacksquare$ | 27 376 988 | 27 37 6 98 8 | |
| Item 4.8 Consideration of the board's statement on corporate governance in accordance with the Norwegian Accounting Act section 3-3 b | ||||||
| Ordinary | 27376988 | $\overline{\phantom{a}}$ | 27 376 988 | $\overline{\phantom{a}}$ | 27376988 | |
| % of votes | 100,00% | 0.00% | 0,00% | 0.00% | ||
| % of share capital represented | 100,00% | 0.00% | 0.00% | 100,00% | ||
| Total | 27 376 988 | $\overline{\phantom{a}}$ | 27 376 988 | 27 376 988 |
$\mathscr{U}$
Appendix 2
| Total represented | ||||||
|---|---|---|---|---|---|---|
| Share category | In favour | Against | Abstention | Total voted | Not voted | of the share capital |
| Item 4.9 Election of board members Hans Kristian Mong |
||||||
| Ordinary | 25 846 644 | 1530344 | $\blacksquare$ 27 376 988 |
27376988 | ||
| % of votes | 94,41% | 5.59% | 0,00% | 0,00% | ||
| % of share capital represented | 94.41% | 5.59% | 0,00% 100,00% |
|||
| Total | 25 846 644 | 1530344 | 27 376 988 ٠ |
27376988 | ||
| Frode Teigen | ||||||
| Ordinary | 25 846 644 | 1530344 | 27 376 988 $\blacksquare$ |
27 376 988 | ||
| % of votes | 94.41% | 5.59% | 0.00% | 0.00% | ||
| % of share capital represented | 94.41% | 5.59% | 0.00% 100,00% |
|||
| Total | 25 846 644 | 1530344 | 27 376 988 | 27 376 988 | ||
| Kristin Reitan Husebø Ordinary |
27376988 | $\overline{a}$ | 27376988 ٠ |
27376988 | ||
| % of votes | 100,00% | 0,00% | 0.00% | 0,00% | ||
| % of share capital represented | 100,00% | 0,00% | 0,00% 100,00% |
|||
| Total | 27 376 988 | 27 376 988 | 27376988 | |||
| Heidi Nag Filkka | ||||||
| Ordinary | 25 846 644 | 1530344 | 27376988 | 27376988 | ||
| % of votes | 94,41% | 5,59% | 0,00% | 0,00% | ||
| % of share capital represented | 94.41% | 5.59% | 0,00% 100,00% |
|||
| Total | 25 846 644 | 1530344 | 27 376 988 | 27 376 988 | ||
| Tore Rasmussen | ||||||
| Ordinary | 25 846 644 | 1530344 | 27 376 988 ÷. |
27376988 | ||
| % of votes | 94,41% | 5,59% | $0,00\%$ | 0,00% | ||
| % of share capital represented | 94,41% | 5,59% | 0,00% 100,00% |
|||
| Total | 25 846 644 | 1530344 | 27 376 988 | ٠ | 27 376 988 | |
| Item 4.10 Election of Nomination Committee members | ||||||
| Ordinary | 27376988 | ÷ | 27376988 ä, |
27376988 | ||
| % of votes | 100,00% | 0.00% | 0.00% | 0.00% | ||
| % of share capital represented | 100,00% | 0.00% | 0,00% 100,00% |
|||
| Total | 27 376 988 | $\ddot{\phantom{0}}$ | 27 376 988 $\blacksquare$ |
٠ | 27 376 988 | |
| Item 5 Authorization to increase the share capital | ||||||
| Ordinary | 27376988 | $\overline{\phantom{a}}$ | 27 376 988 $\overline{a}$ |
27376988 | ||
| % of votes | 100,00% | 0.00% | 0.00% | 0,00% | ||
| % of share capital represented Total |
100,00% | 0,00% | 0,00% 100,00% |
٠ | 27 376 988 | |
| 27376988 | 27 376 988 | |||||
| Item 6 Authorisation to purchase own shares | ||||||
| Ordinary | 27376988 | $\ddot{\phantom{0}}$ | 27376988 | 27376988 | ||
| % of votes | 100,00% | 0,00% | 0,00% | 0,00% | ||
| % of share capital represented | 100,00% | 0,00% | 0,00% 100,00% |
|||
| Total | 27376988 | ٠ | 27 376 988 | $\blacksquare$ | 27376988 | |
| Item 7 Authorisation to the board to approve the distribution of dividends Ordinary |
27376988 | 27 376 988 | 27376988 | |||
| % of votes | 100,00% | 0,00% | 0,00% | 0,00% | ||
| % of share capital represented | 100,00% | 0,00% | 0,00% 100,00% |
|||
| Total | 27376988 | 27 376 988 | 27376988 | |||
Hans Kristian Mong Chair of the General Meeting
Andreas Pierre Hatjoullis, Co-signer