AGM Information • Apr 26, 2017
AGM Information
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The Annual General Meeting took place on 26 April 2017 at 10:00 AM at Beddingen 8, Aker Brygge, 0250 Oslo.
The following business was considered:
The Chairman of the Board, Sigurd E. Thorvildsen, opened the meeting and registered the shareholders in attendance and proxies.
The Company's share capital is at present NOK 271 155 496 divided into 67 788 874 shares, each with a nominal value of NOK 4 and each representing one vote at the Company's General Meeting.
A total of 32 471 053 of the Company's shares were represented at the General Meeting, of which 8 350 428 were represented by proxy. The 32 471 053 shares represent 47.9 % of the total number of shares of the Company. A list of the shareholders in attendance and proxies, and number of shares they represent, is attached.
The Company's auditor EY, represented by Stein Erik Guneriussen, was also present.
The General Meeting made the following unanimous decision:
"Sigurd E. Thorvildsen is elected to chair the meeting. Helge Kvie is elected to countersign the minutes."
The General Meeting made the following unanimous decision: "The notice and agenda are approved."
The financial statements and the report from the Board of Directors for the financial year 2016 were presented, in addition to the auditor's report.
The General Meeting made the following unanimous decision:
"The financial statements and the report from the Board of Directors for the financial year 2016 are approved. No dividend is declared for the financial year 2016."
The General meeting considered the report on corporate governance prepared in accordance with Section 3-3b of the Norwegian Accounting Act. No remarks to the report were made by the General Meeting.
The Board of Directors' statement regarding compensation to key management was considered by the General Meeting.
In accordance with the Board of Directors' proposal, the General Meeting resolved as follows:
«The General Meeting supports the guidelines in the statement regarding compensation to key management.»
«The General Meeting approves the guidelines relating to compensation as mentioned in section 6-16 a), first paragraph, third sentence, no. 3, of the Norwegian Public Limited Liability Companies Act.»
30 086 525 shares voted for, 2 384 528 shares voted against. The resolution was passed with the requisite majority.
The Nomination Committee's proposal was presented.
The General Meeting made the following unanimous decision:
"The proposal by the Nomination Committee is approved. The following fees shall be paid to the Chairman of the Board, Directors, and members of Board committees and members of the Nomination Committee for the period 1 June 2017 until 1 June 2018:
| The Chairman of the Board: | NOK 350,000- |
|---|---|
| Directors: | NOK 200,000- |
| Members of Board committees: | NOK 50,000- |
| Chairman of the Nomination Committee: | NOK 30,000- |
| Member of the Nomination Committee: | NOK 25,000- |
Directors' fees are to be paid quarterly in advance."
Sigurd E. Thorvildsen informed that the auditors' fee for 2016 was NOK 259,000- excl. VAT for statutory audit of Awilco LNG ASA.
The General Meeting made the following unanimous decision:
"The auditor's fee of NOK 259,000- for statutory audit in 2016 is approved."
The Nomination Committee's proposal was presented. The members of the Nomination Committee were elected by the Annual General Meeting held 3 May 2016, and according to the Company's articles of association serve two-year terms of office. No positions on the Nomination Committee are thus on election.
The Nomination Committee's proposal was presented. All of the directorships are on election.
The General Meeting made the following unanimous decision:
«The proposal by the Nomination Committee is approved. The following are elected as Directors of Awilco LNG ASA: Sigurd E. Thorvildsen (re-elected), Henrik Fougner (reelected), Jon-Aksel Torgersen (re-elected), Synne Syrrist (re-elected) and Annette Malm Justad (re-elected).»
There were no further items on the agenda and the meeting was adjourned.
Oslo 26 April 2017
Sigurd E. Thorvildsen
Melge Ki
| Aksjonær / Representative | Ved / Represented by | Antall aksjer / No. of shares |
|---|---|---|
| Awilco AS | Jens-Julius R. Nygaard | 24 114 080 |
| Krutt AS | Helge Kvie | 6 5 4 5 |
| Totalt møter / Total attending | 24 120 625 | |
| Fullmakt til / Proxy to | Antall aksier / No. of shares |
|---|---|
| Sigurd E. Thorvildsen | 4 5 6 0 0 5 0 |
| Sigurd E. Thorvildsen | 1652041 |
| Sigurd E. Thorvildsen | 1 2 1 2 0 0 0 |
| Sigurd E. Thorvildsen | 477987 |
| Sigurd E. Thorvildsen | 254 500 |
| Sigurd E. Thorvildsen | 141850 |
| Sigurd E. Thorvildsen | 50 000 |
| Sigurd E. Thorvildsen | 2 0 0 0 |
| 8 3 5 0 4 2 8 | |
| 32 471 053 | |
67 788 874
47,9
Antall utstedte aksjer / Number of issued shares Totalt møtt i % / Total attending in %
I tillegg var følgende tilstede / The following were also present: Jon Skule Storheill, CEO Awilco LNG ASA Snorre Krogstad, CFO Awilco LNG ASA Stein Erik Guneriussen, Auditor EY
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