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AKVA Group — AGM Information 2022
May 12, 2022
3532_rns_2022-05-12_f649d27c-eab9-4bd1-a4f4-b8bfcc36087e.pdf
AGM Information
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Office. Translation. This translation is for information purposes only. Legal authenticity remains with the original document.
Minutes from Annual General Meeting in
AKVA group ASA (reg.no. 931 693 670)
Thursday 12 May 2022 at 17:00 (CET) the Annual General Meeting of AKVA Group ASA was held. The Annual General Meeting was held as a digital meeting.
In accordance with the notice dated 20 April 2022, the General Meeting had the following
Agenda
-
- Opening of the annual general meeting by the chairman of the board, and registration of participating shareholders
-
- Election of chair of the meeting and of a person to co-sign the meeting minutes
-
- 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 2021 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
- $4.6$ Report on salaries and other remuneration to executive personnel
- $4.7$ Statement on corporate governance
- $4.8^{\circ}$ Election of board members
- 4.9 Election of nomination committee members
-
- Authorization to increase the share capital
-
- Authorization to purchase own shares
-
- Authorization to resolve the distribution of dividends
*****
OPENING OF THE ANNUAL GENERAL MEETING BY THE CHAIRMAN OF $\blacksquare$ THE BOARD, AND REGISTRATION OF PARTICIPATING SHAREHOLDERS
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 30 207 857 shares and votes were represented, which corresponds to approximately 83.05% of the voting share capital.
ELECTION OF CHAIR OF THE MEETING AND OF A PERSON TO CO-SIGN $\overline{2}$ THE MEETING MINUTES
Attorney at law Ketil E. Bøe was elected to chair the General Meeting.
Chairman of the board, Hans Kristian Mong 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.
$\overline{3}$ APPROVAL OF THE NOTICE TO THE MEETING AND THE AGENDA
The General Meeting was held as a digital meeting. No objections were made to the notice and the proposed agenda.
The notice of the General Meeting and the agenda were approved.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$\boldsymbol{4}$ ORDINARY AGENDA ITEMS
Presentation of business activities by Group chief executive officer Knut Nesse $4.1$
Knut Nesse held a presentation on Group's business activities.
$4.2$ Approval of the 2021 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 2021 for AKVA group ASA and the Group, and the board's annual report, including the board's proposal to transfer the profit of 2021 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 333,125 |
|---|---|
| Deputy Chair: | NOK 221,400 |
| Regular Member: | NOK 201,400 |
| Board Committee all members: | NOK 5,650 per meeting |
| Chair Compensation Committee: | NOK 21,500 fixed yearly fee |
| Chair Audit Committee: | NOK 37,100 fixed yearly fee |
| Emplovee elected member: | NOK 53.300 |
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 26,400 per year |
|---|---|
| Member of the Nomination Committee: | NOK 19,000 per year |
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$4.5$ 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 813,650 for the accounting year of 2021.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
4.6 Report on salaries and other remuneration to executive personnel
In accordance with the board of directors' proposal, the General Meeting made the following resolution:
The general meeting endorses the board's report on salaries and other remuneration to executive personnel for 2021.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$4.7$ Statement on corporate governance
In accordance with the board of directors' proposal, the General Meeting made the following resolution:
The general meeting endorses the statement on corporate governance as included in the annual report.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
4.8 Election of hoard 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 2023:
- Mr. Hans Kristian Mong $\blacksquare$
- $\bullet$ Mr. Frode Teigen
- $\bullet$ Mr. Yoav Doppelt
- Ms. Kristin Reitan Husebø
- Ms. Heidi Nag Flikka
- Mr. Tore Rasmussen
- $\bullet$ Ms. Irene Heng Lauvsnes
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
Election of Nomination Committee members 4.9
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 $\bullet$
Term of service for Bjørnar Mikalsen is one year. Term of service for the other Nomination Committee members is two years.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
$\overline{\mathbf{S}}$ 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 3,666,773, through subscription of new shares. The authorization does not authorize the board to waive the preemptive 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 in 2023 and 30 June 2023. 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.
AUTHORIZATION TO PURCHASE OWN SHARES 6
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 916,693 which equals 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 authorization shall be in force until the annual general meeting in 2023, however, not later than until 30 June 2023. This authorization replaces the authorization to the board to purchase own shares, given by the general meeting on 6 May 2021.
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 is authorized pursuant to the Companies Act section 8-2 (2) to resolve the distribution of dividends based on the company's annual accounts for 2021. The authorization also includes distribution in the form of repayment of paid-in-capital.
The authorization may be used to resolve the distribution of dividends up to an aggregated amount of NOK 100,000,000.
The authorization is valid for dividends from and including the second quarter of 2022 and until the annual general meeting in 2023, however, not later than until 30 June 2023.
The board determines from which date the shares will be traded ex-dividend.
This authorization replaces the authorization to the board to resolve the distribution of dividends given by the general meeting on 6 May 2021.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
skale skale sk
No further items being on the agenda, the Annual General Meeting was adjourned.
Ketil F. Bøe Chair of the General Meeting
Hans Kristian Mong,
Co-signer
Appendices:
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- 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.
AKVAGROUR
Appendix 1
AKVA group ASA – Annual General Meeting 12 May 2022
Total shares/votes' represented at the AGM
| Name | Representing own shares | Represented by proxy without voting instructions |
Proxy with vating instructions | Total shares attending AGM | |
|---|---|---|---|---|---|
| Egersund Group AS | 18 703 105 | 18 703 105 | |||
| $\overline{2}$ | André Mundal Haukâs | 10 1 | 10 | ||
| з | AS Torinitamar | 7000 | 7 000 | ||
| Bonafide Global Fish Fund | 869 104 | 869 104 | |||
| 5 | Henrik Bakker | 15 | 15 | ||
| 6 | Israel Corporation Ltd. | 6 500 192 | 6 600 192 | ||
| Jonas Stramli | 24 | 24 | |||
| a | Equinor Insurance AS | 55 254 | 55 254 | ||
| 9 | Equinor Pension | 211 032 | 211 032 | ||
| 10 | SPDR Portfolio Europe ETF | 165 | 165 | ||
| 11 | Verdipapirfondet Alfred Berg Aktiv | 104 336 | 104 336 | ||
| 12 | Verdipapirfondet Alfred Berg Gamba | 817 834 | 817834 | ||
| 13 | Verdipapiniondet Alfred Berg Norge | 128 000 | 128 000 | ||
| 14 | Verdipapirfondet Alfred Berg Norge | 232 613 | 232 613 | ||
| 15 | Verdipapirfondet Equinor Aksjer NO | 100 295 | 100 295 | ||
| 16 | Verdipapirfondet Nordea Avkastning | 836 446 | 836 446 | ||
| 17 | Verdipapirfondet Nordea Kapital | 926 818 | 926 818 | ||
| 18 | Verdipapirfondet Nordea Norge Plus | 615 614 | 615 614 | ||
| Total | 18 703 105 | 7049 | 11 497 703 | 30 207 857 | |
| Percentage of total votes | 51,42% | 0,02% | 31,61% | 63,05% | |
| Percentage of total shares | 51,01% | 0.02% | 31,36% | 82,38 % |
*Each share represent one vote
AKVAGROUR
Appendix 2
AKVA group ASA - Annual General Meeting 12 May 2022
Summary of votes from the AGM
| ISN. | NOODBRIDGESD. | ||||||
|---|---|---|---|---|---|---|---|
| Date of General Meeting: | 12 May 2022 at 17:00 CET | ||||||
| Dete of today. | 12 May 2022 | ||||||
| Share category | In favour | Against | Abstention | Total voted | Hot voted | Total of the share capital | |
| represented | |||||||
| Barn 2. Election of chair of the meeting and of a person to co-sign the meeting minutes | |||||||
| Ordinary | 30 207 857 | 30 207 857 | 30 207 857 | ||||
| % of votes | 100% | 0% | 0% | ||||
| % of share capital represented | 100% | 0.56 | 100 % | ||||
| Total | 30 207 857 | 30 207 857 | 30 207 857 | ||||
| Item 3. Approval of the notice to the meeting and the agenda | |||||||
| Ordinary | 30 207 857 | 30 207 857 | 30 207 857 | ||||
| % of votes | 100% | 0% | 0% | ||||
| % of share capital represented | 100% | 0% | 100% | ||||
| Total | 30 207 857 | 30 207 857 | 30 207 657 | ||||
| liem 4.2 Approval of the 2021 annual accounts of AKVA proup ASA and the Group, and the board's annual report | |||||||
| Ordinary % of votes |
30 207 857 100% |
0% | 30 207 857 | 0% | 30 207 857 | ||
| % of share capital represented | 100% | 0% | 100% | ||||
| Total | 30 267 857 | 30 207 437 | 30 207 857 | ||||
| Joan 4.3 Determination of board members' remuneration | |||||||
| Ordinary | 30 207 857 | 30 207 857 | 30 207 857 | ||||
| % of votes | 100% | 0.56 | 0% | ||||
| % of share capital represented | 100% | 0% | 100% | ||||
| Total | 30 207 857 | 30 207 857 | 30 207 857 | ||||
| Barn 4,4 Determination of nomination committee members' remuneration Ordinary |
30 207 857 | 30 207 857 | 30 207 857 | ||||
| % of votes | 100% | 0% | 0% | ||||
| % of share capital represented | 100 % | 0% | 100 % | ||||
| Total | 30 207 857 | 36 207 857 | 30 207 857 | ||||
| Item 4.5 Approval of suditor's fees | |||||||
| Ordinary | 30 207 857 | 30 207 AS7 | 30 207 857 | ||||
| % of votes | 100% | 0.96 | 0% | ||||
| % of share capital represented | 100% | 0 96 | 100% | ||||
| Total | 30 207 857 | 30 207 857 | 30 207 857 | ||||
| item 4.6 Report on seleries and other renumeration to executive personnel | |||||||
| Ordeasy | 30 207 857 | 30 207 887 | 30 207 857 | ||||
| % of votes | 100 % | 0% | 0% | ||||
| % of share capital represented | 100% | 0% | 100% | ||||
| Total | 30 207 857 | 30 207 857 | 30 207 857 | ||||
| Item 4.8 Election of board members | |||||||
| Ordinary | 28 558 328 | 1649 578 | 30 207 857 | 30 207 857 | |||
| % of votes | 95% | 5% | 6% | 0% | |||
| % of share capital represented | 95.56 | 5% | 6% | 100 % | 30 207 857 | ||
| Total | 20 550 320 | 1 649 529 | 30 207 857 | ||||
| Item 4.9 Election of nomination committee members | |||||||
| Ordinary | 30 207 857 | 30 207 457 | 30 307 887 | ||||
| % of votes | 100% | 0.5 | 0% | ||||
| % of shere capial represented | 105% | 0.5 | 100% | ||||
| Total | 30 207 857 | 30 207 897 | 30 207 857 | ||||
| Item 5, Authorization to increase the share capital | |||||||
| Ordinary | 30 207 457 | 30 207 857 | 30 207 447 | ||||
| % of votes | 100 % 100% |
4% | 100% | 0.56 | |||
| % of share illustifizapresented Total |
30 207 457 | 0% | 30 207 857 | 30 207 157 | |||
| item 6. Authorization to purchase own shares | |||||||
| Ordinary | 30 207 657 | 30 207 657 | 30 207 857 | ||||
| % of votes | 100% | 0.5 | 0% | ||||
| %of share capital represented | 100 % | $0\%$ | 100% | ||||
| Total | 30 207 457 | 30 207 857 | 30 207 457 | ||||
| Item 7. Authorization to resolve the distribution of dividends | |||||||
| Ordinary | 30 207 857 | 30 207 857 | 30 207 857 | ||||
| % of votes | 100% 100 % |
0% 0.5 |
100% | 0% | |||
| % of share capital represented Total |
30 207 857 | 30 207 857 | 30 207 857 | ||||
$\overline{\Theta}$