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AMSC ASA — AGM Information 2025
Apr 24, 2025
3533_rns_2025-04-24_269e5eec-197b-415d-bffd-dde2294aa7c2.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
ANNUAL GENERAL MEETING IN
AMSC ASA
On Thursday 24 April 2025 at 08:30 (CEST) the Annual General Meeting in AMSC ASA, reg. no. 988 228 397 (the Company), was held digitally via Lumi AGM webcast.
The following items were on the agenda:
1. OPENING OF THE ANNUAL GENERAL MEETING, INCLUDING APPROVAL OF THE NOTICE AND AGENDA
The Annual General Meeting was opened and chaired by Annette Malm Justad, Chair of the Board.
The record of attending shareholders showed that 25,784,690 shares, corresponding to 35,88 % of the Company's share capital, were represented. The list of attending shareholders and the voting results for each matter is enclosed to these minutes.
No objections were made to the notice and the agenda, and the General Meeting was declared duly constituted.
2. ELECTION OF A PERSON TO CO-SIGN THE MINUTES ALONG WITH THE MEETING CHAIR
Alexander Apeland was elected to co-sign the minutes of the General Meeting together with the meeting chair.
3. PRESENTATION OF BUSINESS ACTIVITIES
A presentation of the business activities was given, including the important occurrences in the group in 2024 and the main figures from the 2024 annual accounts, as further set out in a presentation to be published by the Company after the general meeting is held.
4. APPROVAL OF THE 2024 ANNUAL ACCOUNTS OF AMSC ASA, GROUP'S CONSOLIDATED ACCOUNTS AND THE BOARD OF DIRECTORS' REPORT
The annual accounts and the Board of Directors' report were reviewed.
The General Meeting adopted the following resolution:
The General Meeting approves the annual accounts for 2024 for AMSC ASA, the group consolidated accounts and the Board of Director's Report.
5. ADVISORY VOTE ON THE REPORT ON SALARY AND OTHER REMUNERATION TO THE EXECUTIVE MANAGEMENT FOR 2024
The General Meeting adopted the following resolution:
The General Meeting endorses the report on salary and other remuneration to the executive management for 2024 pursuant to the Norwegian Public Limited Liability Companies Act section 6-16b.
6. CONSIDERATION OF THE STATEMENT OF CORPORATE GOVERNANCE 2024
The General Meeting considered the Board of Directors' statement of Corporate Governance.
7. STIPULATION OF REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS
The General Meeting adopted the following resolution:
In accordance with the recommendation from the Nomination Committee, the General Meeting approves that the remuneration to members of the Board of Directors for the period from the 2024 Annual General Meeting up to the 2025 Annual General Meeting shall be as set out below. In addition, the same remuneration rates shall apply for the members of the Board of Directors for the period from the 2025 Annual General Meeting up to the 2026 Annual General Meeting:
- • NOK 614,000 to the Chairperson of the Board
- • NOK 482,000 to each of the other Board members.
If the Company is liquidated prior to the 2026 Annual General Meeting, or a member of the Board of Directors otherwise resigns prior to expiry of the term, the remuneration for the period from the 2025 Annual General Meeting up to the 2026 Annual General Meeting shall be adjusted pro rata for the term in service.
The above fees include remuneration for audit committee-related work.
It was noted that employees of Aker companies do not receive the remuneration personally, but that payment is made to their respective employer company.
8. STIPULATION OF REMUNERATION TO THE MEMBERS OF THE NOMINATION COMMITTEE
The General Meeting adopted the following resolution:
In accordance with the recommendation from the Nomination Committee, the General Meeting approves that the remuneration to members of the Nomination Committee for the period from the 2024 Annual General Meeting up to the 2025 Annual General Meeting shall be NOK 57,000 for the chair of the committee and NOK 46,000 for each member. In addition, the same remuneration rates shall apply for the members of the Nomination Committee for the period from the 2025 Annual General Meeting up to the 2026 Annual General Meeting. If the Company is liquidated prior to the 2026 Annual General Meeting, or a member of the Nomination Committee otherwise resigns prior to expiry of the term, the remuneration for the period from the 2025 Annual General Meeting up to the 2026 Annual General Meeting shall be adjusted pro rata for the term in service.
It was noted that employees of Aker companies do not receive the remuneration personally, but that payment is made to their respective employer company.
9. APPROVAL OF THE REMUNERATION TO THE AUDITOR FOR 2024
The General Meeting adopted the following resolution:
The remuneration to the auditor of NOK 1 766 426 ex. VAT for the audit of the Company's 2024 annual accounts is approved. Fees to PriceWaterhouseCoopers AS for services other than audit during 2024 are included in Note 3 to the group consolidated accounts.
10. APPROVAL OF CHANGES TO THE REMUNERATION POLICY
The General Meeting adopted the following resolution:
The General meeting approves the changes to the policy for determining salary and other remuneration to the Board of Directors and the executive management pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a.
11. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS
The General Meeting adopted the following resolution:
In accordance with the recommendation from the Nomination Committee, Annette Malm Justad is re-elected as Chair of the Board of Directors for a period of two years.
The Board of Directors of AMSC ASA will then consist of the following members:
Annette Malm Justad (Chairperson)
Peter Ditlef Knudsen (member)
Frank 0. Reite (member).
12. ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE
The General Meeting adopted the following resolution:
In accordance with the proposal from the Nomination Committee, Hilde Kristin Ramsdal is re-elected as deputy member of the Nomination Committee, for a period of two years.
The Nomination Committee of AMSC ASA will then consist of the following members:
Charlotte Håkonsen (Chairperson)
Ingebret G. Hisdal (member)
Hilde Kristin Ramsdal (debuty member).
13. DISTRIBUTION OF DIVIDEND-IN-KIND
The General Meeting adopted the following resolution:
- 1. The general meeting approves the proposal from the Board of Directors for distribution of dividend in the form of 91,422,601 shares in Solstad Maritime Holding AS (reg. no. 932 482 185).
-
- The distribution is conditional upon necessary approvals by Euronext Oslo Børs related to the listing of Solstad Maritime Holding AS on Euronext Oslo Børs. If this condition is not fulfilled on or prior to 30 May 2025, this resolution shall lapse.
- 3. Subject to fulfilment of the condition in item 2 above, the dividend will be distributed to those who are shareholders in the Company on the date and time which is decided and communicated by the Board of Directors.
14. AUTHORIZATION TO THE BOARD OF DIRECTORS TO APPROVE DISTRIBUTION OF DIVIDEND-IN-KIND.
The General Meeting adopted the following resolution:
- 1. The Board of Directors is authorised to approve the distribution of dividend based on the Company's annual accounts for 2024 pursuant to section 8-2 (2) of the Norwegian Public Limited Liability Companies Act.
-
- The authorisation may only be used for distribution of shares in Solstad Maritime Holding AS (reg. no. 932 482 185).
-
- The authorization is valid up to the Annual General Meeting in 2026.
15. LIQUIDATION OF THE COMPANY
The General Meeting adopted the following resolution:
The Company shall be liquidated. This decision shall be submitted immediately to the Norwegian Register of Business Enterprises.
* * *
There were no further items on the agenda. The Chair of the meeting thanked the participants for their attendance, and the General Meeting was thereafter adjourned.
Oslo, 24 April 2025
(sign.) Annette Malm Justad, Chairman
(sign.) Alexander Apeland, co-signer
Attendance Summary Report AMSCASA AGM 24 April 2025
| Registered Attendees: | 7 | ||
|---|---|---|---|
| Total Votes Represented: | 25,784,690 | ||
| Total Accounts Represented: | 90 | ||
| Total Voting Capital: | 71,863,838 | ||
| % Total Voting Capital Represented: | 35.88% |
| Sub Total: | s | 2 | 25,784,690 | ||
|---|---|---|---|---|---|
| Capacity | Registered Attendees | Registered Non-Voting Attendees | Registered Votes Accounts |
||
| Aksjonær/ Shareholder (web) |
3 | 0 | 226,952 | 3 | |
| Gjest/ Guest (web) |
0 | 2 | |||
| Forhåndsstemmer/Advance votes |
1 | 0 | 25,483,562 | 78 | |
| Styrets leder med fullmakt/ COB with Proxy |
1 | 0 | 74,176 | 9 |
Kai Bamberg DNB Bank ASA Issuer Services
Vedlegg / Appendix 2: Stemmeoversikt / Voting overview
AMSC ASA GENERALFORSAMLING/ AGM 24 April 2025
Som registreringsansvarlig for avstemmingen på generalforsamlingen for aksjonærene i selskapet avholdt den 24 April 2025, BEKREFTES HERVED at resultatet av avstemmingen er korrekt angitt som følger:-
As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 24 April 2025, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
| Tota It an ta II stemme b erettiIged ea k si•er / I ssued vo fme s hares: 71 863 838 | |
|---|---|
| -------------------------------------------------------------------------------------- | -- |
| STEMMER/ VOTES FOR |
% | STEMMER/ VOTES MOT/ AGAINST |
% | STEMMER/ VOTES AVSTÅR/ WITHHELD |
STEMMER TOTALT/ VOTES TOTAL |
% AVSTEMME- BERETTIG KAPITAL AVGITT STEMME/% ISSUED VOTING SHARES VOTED |
IKKE AVGITT STEMME I MØTET/ NO VOTES IN MEETING |
|
|---|---|---|---|---|---|---|---|---|
| 1 | 25,784,690 100.00 | 0 | 0.00 | 0 | 25,784,690 | 35.88% | 0 | |
| 2 | 25,784,500 100.00 | 0 | 0.00 | 190 | 25,784,690 | 35.88% | 0 | |
| 4 | 25,784,500 100.00 | 0 | 0.00 | 190 | 25,784,690 | 35.88% | 0 | |
| 5 | 25,648,732 | 99.47 | 135,768 | 0.53 | 190 | 25,784,690 | 35.88% | 0 |
| 7 | 25,713,616 100.00 | 25 | 0.00 | 165 | 25,713,806 | 35.78% | 70,884 | |
| 8 | 25,713,616 100.00 | 25 | 0.00 | 165 | 25,713,806 | 35.78% | 70,884 | |
| 9 | 25,784,500 100.00 | 25 | 0.00 | 165 | 25,784,690 | 35.88% | 0 | |
| 10 | 21,757,883 | 84.38 | 4,026,617 | 15.62 | 190 | 25,784,690 | 35.88% | 0 |
| 11 | 23,480,460 | 91.06 | 2,304,040 | 8.94 | 190 | 25,784,690 | 35.88% | 0 |
| 12 | 25,784,500 100.00 | 25 | 0.00 | 165 | 25,784,690 | 35.88% | 0 | |
| 13 | 25,784,525 100.00 | 0 | 0.00 | 165 | 25,784,690 | 35.88% | 0 | |
| 14 | 25,784,525 100.00 | 0 | 0.00 | 165 | 25,784,690 | 35.88% | 0 | |
| 15 | 20,599,525 100.00 | 0 | 0.00 | 5,185,165 | 25,784,690 | 35.88% | 0 |
Kai Bamberg DNB Bank ASA Issuer services