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AKVA Group — AGM Information 2023
May 11, 2023
3532_rns_2023-05-11_4ce16727-c59a-41a8-8c59-1e7c0047f12b.pdf
AGM Information
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Minutes from annual general meeting in
AKVA group ASA
(reg.no. 931 693 670)
Thursday 11 May 2023 at 17:00 (CEST) 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 of the annual general meeting dated 14 April 2023 the 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 2022 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 other remuneration to executive personnel
- 4.8 Statement on corporate governance
- Election of board members 4.9
- 4.10 Election of nomination committee members
-
- Authorisation to increase the share capital
-
- Authorisation to purchase own shares
-
- Authorisation to resolve the distribution of dividends
*****
1 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 30,568,394 shares and votes were represented, which corresponds to approximately 84.04% of the company's shares with voting rights.
ELECTION OF CHAIR OF THE MEETING AND OF A PERSON TO CO-SIGN 2 THE MEETING MINUTES
Attorney at law Ketil E. Bøe was elected to chair the general meeting.
Chair 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.
3
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.
ORDINARY AGENDA ITEMS ব
4.1 Presentation of business activities by Group chief executive officer Knut Nesse
The chief executive officer's presentation was not held since only the chairman of the board attended the meeting on behalf of shareholders ..
4.2 board's annual report
The general meeting resolved to approve the annual accounts for 2022 for AKV A group ASA and the Group, and the board's annual report, including the board's proposal to transfer the profit of 2022 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 of the board: | NOK 350,000 |
|---|---|
| Deputy chair of the board: | NOK 232.500 |
| Board members: | NOK 215,000 |
| Board committee members: | NOK 5,930 per meeting |
| Chair of the compensation committee: | NOK 22,575 fixed yearly fee |
| Chair of the audit committee: | NOK 39,000 fixed yearly fee |
| Emnlovee plected hourd mombers. | NOK 56 200 |
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 27.700 |
|---|---|
| Members of the nomination committee: | NOK 19,950 |
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 1,248,292 for the accounting year of 2022.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
4.6
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 2022.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
4.7 other remuneration to executive personnel
In accordance with the board of directors' proposal, the general meeting made the following resolution:
The general meeting approves the board's guidelines on determination of salaries and other remuneration to executive personnel in accordance with section 6-16 a of the Public Limited Companies Act.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
4.8 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.
4.9 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 2024:
- 0 Mr. Hans Kristian Mong
- Mr. Frode Teigen .
- Mr. Yoav Doppelt .
- Ms. Kristin Reitan Husebø 0
- e Ms. Heidi Nag Flikka
- Mr. Tore Rasmussen 0
- Ms. Irene Heng Lauvsnes .
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. Ingvald Fardal, member .
- Ms. Nina Grieg, member
Term of service for the members of the nomination committee is one year.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
AUTHORISATION TO INCREASE THE SHARE CAPITAL u
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 authorisation does not permit 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 kind, 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 programme.
The authorisation shall be in force until the earlier of the annual general meeting in 2024 and 30 June 2024. This authorisation replaces the authorisation to the board to increase the company's share capital given by the general meeting on 12 May 2022.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
6 AUTHORISATION 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, authorised to purchase and hold shares in the company. The shares to be acquired under this authorisation 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 I and NOK 150, respectively.
This authorisation may be used one or several times. The maximum face value of the shares which the company may acquire pursuant to this authorisation is in total NOK 916,693 which equals approximately 2.5% of the company's share capital.
Acquisitions of shares pursuant to this authorisation 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 otherwise free to determine the terms on which the company's own shares will be acquired and sold, provided that an acquisition of shares under this authorisation cannot be made unless it is in accordance with prudent and good business practice, with due consideration to losses which may have occurred after the balance-sheet date or are expected to occur.
The authorisation shall be in force until the annual general meeting in 2024, however, not later than until 30 June 2024. This authorisation replaces the authorisation to the board to purchase own shares, given by the general meeting on 12 May 2022.
The resolution was made with the required majority, please see the voting results set out in Appendix 2.
AUTHORISATION TO THE BOARD TO APPROVE THE DITRIBUTION OF 7 DIVIDENDS
In accordance with the board of directors' proposal, the general meeting made the following resolution:
The board of directors is authorised pursuant to the Companies Act section 8-2 (2) to approve the distribution of dividends based on the company's annual accounts for 2022. The authorisation also includes distributions in the form of repayment of paid-in-capital.
The authorisation may be used to resolve the distribution of dividends up to an aggregate amount of NOK 100,000,000.
The authorisation is valid for dividends approved from and including the second quarter of 2023 and until the annual general meeting in 2024, however, not later than 30 June 2024.
The board determines from which date the shares will be traded ex-dividend.
This authorisation replaces the authorisation to the board to resolve the distribution of dividends given by the general meeting on 12 May 2022.
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.
Ketil . Bøe, Hans Kristian - ng,
9 7
Chair of the general meeting Co-signer
Appendices:
-
- List of participating shareholders
-
- Voting results
Appendix 1
| Name | Representing own shares |
Represented by proxy without voting instructions |
Proxy with voting instructions |
Total shares attending AGM |
|
|---|---|---|---|---|---|
| 1 | Egersund Group AS | 18 703 105 | 18 703 105 | ||
| 2 | IMF Independent Fund | 842 438 | 842 438 | ||
| 3 | Henrik Bakker | 15 | 15 | ||
| 4 | Israel Corporation Ltd. | 6 600 192 | 6 600 192 | ||
| 5 | Jonas Strømli | 24 | 24 | ||
| 6 | SPDR Portfolio Europe ETF | 334 | 334 | ||
| 7 | Verdipapirfondet Alfred Berg Aktiv | 95 336 | 95 336 | ||
| 8 | Verdipapirfondet Alfred Berg Gamba | 791 167 | 791 167 | ||
| 9 | Verdipapirfondet Alfred Berg Norge | 128 000 | 128 000 | ||
| 10 | Verdipapirfondet Alfred Berg Norge | 221 502 | 221 502 | ||
| 11 | Verdipapirfondet E ninor Aksjer NO | 275 318 | 275 318 | ||
| 12 | Verdipapirfondet Nordea Avkastning | 1 085 556 | 1 085 556 | ||
| 13 | Verdipapirfondet Nordea Kapital | 637 448 | 637 448 | ||
| 14 | Verdipapirfondet Nordea Norge Plus | 602 614 | 602 614 | ||
| 15 | Investerin sforenin en Nordea INVE | 12 580 | 12 580 | ||
| 16 | Nordea I SICAV | 316 155 | 316 155 | ||
| 17 | Nordea Nordic Small Cap Fund | 256 590 | 256 590 | ||
| 18 | Aslak Fiskeføn Tveit | 20 | 20 | ||
| Total shares present: | 0 | 18 703 164 | 11 865230 | 30 568 394 | |
| Percentage of total votes: | 0,00 % | 51,49% | 32,66 % | 84,15% | |
| Percentage of total shares: | 0,00 %a | 51,01 %0 | 32,36 °l0 | 83,37% |
AKVA group ASA — Annual General Meeting 11 May 2023 Total shares/votes* represented at the AGM
| Total number of issued shares: | 36 667 733 |
|---|---|
| Number of shares without voting rights (Treasury shares): | 342 895 |
| Total number of shares with voting rights: | 36 324 838 |
*Each share represents one vote
Ketil E. Bøe, Chair of the general meeting
AKVAGROUP.
AKVA group ASA – Annual General Meeting 11 May 2023
| ISIN: | NO0003097503 |
|---|---|
| Date of General Meeting: | 11 May 2023 at 17:00 CEST |
| Date of today: | 11 May 2023 |
| Share category | In favour | Against | Abstention | Total voted | Not voted | Total of the share capital represented |
|
|---|---|---|---|---|---|---|---|
| ltem 2. Election of chair of the meeting and of a person to co-sign the meeting minutes | |||||||
| Ordinary | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| % of votes | 100 % | ||||||
| % of share capital represented Total |
100 % 30 568 394 |
100 % 30 568 394 |
30 568 394 | ||||
| ltem 3. Approval of the notice to the meeting and the agenda | |||||||
| Ordinary | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| % of votes | 100 % | 100 % | |||||
| % of share capital represented Total |
100 % 30 568 394 |
30 568 394 | 30 568 394 | ||||
| Item 4.2 Epproval of the 2022 annual accounts of AKVA group ASA and the Group, and the board's annual report | |||||||
| Ordinary | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| % of votes % of share capital represented |
100 % 100 % |
100 % | |||||
| Total | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| Item 4.3 Determination of board members' remuneration | |||||||
| Ordinary % of votes |
30 568 394 100 % |
30 568 394 | 30 568 394 | ||||
| % of share capital represented | 100 % | 100 % | |||||
| Total | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| ltem 4.4 Determination of nomination committee members' remuneration | |||||||
| Ordinary % of votes |
30 568 394 100 % |
30 568 394 | 30 568 394 | ||||
| % of share capital represented | 100 % | 100 % | |||||
| Total | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| ltem 4.5 Approval of auditor's fees | |||||||
| Ordinary % of votes |
30 568 394 100 % |
30 568 394 | 30 568 394 | ||||
| % of share capital represented | 100 % | 100 % | |||||
| Total | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| ltem 4.6 Report on salaries and other remuneration to executive personnel Ordinary |
26 146 128 | 4 422 266 | 30 568 394 | 30 568 394 | |||
| % of votes | 85,533 % | 14,467 % | |||||
| % of share capital represented | 85,533 % | 14,467 % | 100 % | ||||
| Total | 26 146 128 | 4 422 266 | 30 568 394 | 30 568 394 | |||
| ltem 4.7 Approval of the board of director's guidelines on the determination of salaries and other remuneration to executive personnel | |||||||
| Ordinary | 26 145 794 | 4 422 600 | 30 568 394 | 30 568 394 | |||
| % of votes | 85,532 % | 14,468 % | |||||
| % of share capital represented | 85,532 % | 14,468 % | 100 % | ||||
| Total | 26 145 794 | 4 422 600 | 30 568 394 | 30 568 394 | |||
| Item 4.8 Statement on corporate governance | |||||||
| Ordinary | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| % of votes | 100,000 % | ||||||
| % of share capital represented | 100,000 % | 100 % | |||||
| Total | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| ltem 4.9 Election of board members | |||||||
| Ordinary | 29 056 737 | 1 511 657 | 30 568 394 | 30 568 394 | |||
| % of votes | 95 % | 5% | |||||
| % of share capital represented | ઉર્ણ જીરુ, જીરુ, તલ, બાજરી, રજકો તેમ જ દૂધની ડેરી જેવી સવલતો પ્રાપ્ય થયેલી છે. આ ગામનાં પ્રાથમિક શાળા, પંચાયતઘર, આંગણવાડી તેમ જ દૂધની ડેરી જેવી સવલતો પ્રાપ્ય થયેલી છે. આ ગામ | ર જ | 100 % | ||||
| Total | 29 056 737 | 1 511 657 | 30 568 394 | 30 568 394 | |||
| ltem 4.10 Election of nomination committee members | |||||||
| Ordinary | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| % of votes | 100 % | ||||||
| % of share capital represented | 100 % | 100 % | |||||
| Total | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| Item 5. Authorization to increase the share capital | |||||||
| Ordinary | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| % of votes | 100 % | ||||||
| % of share capital represented | 100 % | 100 % | |||||
| Total | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| Item 6. Authorization to purchase own shares | |||||||
| Ordinary | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| % of votes | 100 % | ||||||
| % of share capital represented | 100 % | 100 % | |||||
| Total | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| Item 7. Authorization to resolve the distribution of dividends | |||||||
| Ordinary | 30 568 394 | 30 568 394 | 30 568 394 | ||||
| % of votes | 100 % | ||||||
| % of share capital represented | 100 % | 100 % | |||||
| Total | 30 568 394 | 30 568 394 | 30 568 394 |