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AMSC ASA — AGM Information 2014
Dec 1, 2014
3533_iss_2014-12-01_aae327d7-8bf1-43e9-8c89-211ebdc9dee6.pdf
AGM Information
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Unauthorized translation. In the event of any discrepancy between the Norwegian and English text, the Norwegian takes precedence.
MINUTES OF
EXTRAORDINARY GENERAL MEETING IN
AMERICAN SHIPPING COMPANY ASA
An Extraordinary General Meeting of American Shipping Company ASA was held on Monday December 1, 2014, at 11:00 a.m. (CET) at Advokatfirmaet BA-HR DA, Tjuvholmen allé 16, 0252 Oslo.
The following issues were on the agenda:
1. OPENING OF THE GENERAL MEETING FOR AMERICAN SHIPPING COMPANY ASA, INCLUDING THE APPROVAL OF NOTICE AND AGENDA
Arne Tjaum, appointed by the Chairperson of the Board of Directors Annette Malm Justad, opened the general meeting and informed about the attendance. The list over attending shareholders showed that 21,952,662 shares, corresponding to 36.22% of the issued shares were represented. The list of attending shareholders is set out on page 3. The voting result for each respective item is set out on page 4.
No objections were made to the notice and the agenda, and the general meeting was declared duly constituted.
2. ELECTION OF PERSON TO CO-SIGN THE MINUTES OF THE MEETING ALONG WITH THE CHAIRPERSON OF THE MEETING
Pernille Woxen Burum was elected to co-sign the minutes together with the Chairperson of the meeting.
3. ELECTION OF NEW MEMBER TO THE BOARD OF DIRECTORS
In accordance with the proposal from the Nomination Committee, the General Meeting passed the following resolution:
"Lars Solbakken shall resign from the Board of Directors. Kristian Røkke is elected as new board member for a period up to the Company's Annual General Meeting in 2016. The Board of Directors of American Shipping Company ASA will thus consist of the following members:
Annette Malm Justad (Chairman)
Peter D. Knudsen
Kristian Røkke."
4. ELECTION OF THE NEW MEMBER TO THE NOMINATION COMMITTEE
In accordance with the proposal from the Nomination Committee, the General Meeting passed the following resolution:
"Kjetil Kristiansen shall resign from the Nomination Committee. Trond Brandsrud is elected as new chair of the Nomination Committee for a period up to the Company's Annual General Meeting in 2016. The Nomination Committee of American Shipping Company ASA will thus consist of the following members:
Trond Brandsrud (chair)
Christine Rødsæther."
There were no further items on the agenda. The Chairperson of the meeting thanked the
participants for their attendance, and the General Meeting was thereafter adjourned.
Oslo, December 1, 2014
* * *
(sign.) (sign.) Arne Tjaum, Chairperson Pernille Woxen Burum, co-signer
Total Represented
| ISIN: | NO0010272065 AMERICAN SHIPPING COMPANY ASA |
|---|---|
| General meeting date: | 01/12/2014 11.00 |
| Today: | 01.12.2014 |
Number of persons with voting rights represented/attended : 2
| Number of shares | % sc | |
|---|---|---|
| Total shares | 60,616,505 | |
| - own shares of the company | 0 | |
| Total shares with voting rights | 60,616,505 | |
| Represented by own shares | 70,884 | 0.12 % |
| Represented by advance vote | 12,290,929 | 20.28 % |
| Sum own shares | 12,361,813 | 20.39 % |
| Represented by proxy | 1,556,315 | 2.57 % |
| Represented by voting instruction | 8,034,534 | 13.26 % |
| Sum proxy shares | 9,590,849 | 15.82 % |
| Total represented with voting rights | 21,952,662 | 36.22 % |
| Total represented by share capital | 21,952,662 | 36.22 % |
Registrar for the company:
_______________________________
Signature company:
DNB Bank ASA
AMERICAN SHIPPING COMPANY ASA
_______________________________
Protocol for general meeting AMERICAN SHIPPING COMPANY ASA
| ISIN: | NO0010272065 AMERICAN SHIPPING COMPANY ASA | |||||
|---|---|---|---|---|---|---|
| General meeting date: 01/12/2014 11.00 | ||||||
| Today: | 01.12.2014 | |||||
| Shares class | FOR | Against Poll in | Abstain Poll not registered Represented shares with voting rights |
|||
| Agenda item 1 Opening of the extraordinary general meeting of American Shipping Company ASA, including | ||||||
| approval of the notice and agenda. | ||||||
| Ordinær | 21,952,662 | 0 | 21,952,662 | 0 | 0 | 21,952,662 |
| 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 % | 36.22 % | 0.00 % | 36.22 % | 0.00 % | 0.00 % | |
| Total | 21,952,662 | 0 21,952,662 | 0 | 0 | 21,952,662 | |
| Agenda item 2 Election of a person to co-sign the meeting minutes along with the meeting chair. | ||||||
| Ordinær | 21,952,662 | 0 | 21,952,662 | 0 | 0 | 21,952,662 |
| 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 % | 36.22 % | 0.00 % | 36.22 % | 0.00 % | 0.00 % | |
| Total | 21,952,662 | 0 21,952,662 | 0 | 0 | 21,952,662 | |
| Agenda item 3 Election of new member to the Board of Directors. | ||||||
| Ordinær | 21,952,562 | 0 | 21,952,562 | 100 | 0 | 21,952,662 |
| 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 % | 36.22 % | 0.00 % | 36.22 % | 0.00 % | 0.00 % | |
| Total | 21,952,562 | 0 21,952,562 | 100 | 0 | 21,952,662 | |
| Agenda item 4 Election of new member to the Nomination Committee. | ||||||
| Ordinær | 21,952,562 | 0 | 21,952,562 | 100 | 0 | 21,952,662 |
| 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 % | 36.22 % | 0.00 % | 36.22 % | 0.00 % | 0.00 % | |
| Total | 21,952,562 | 0 21,952,562 | 100 | 0 | 21,952,662 | |
Registrar for the company: DNB Bank ASA Signature company: AMERICAN SHIPPING COMPANY ASA
Share information
| Name | Total number of shares Nominal value Share capital | Voting rights | |
|---|---|---|---|
| Ordinær | 60,616,505 | 10.00 606,165,050.00 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