AGM Information • Apr 26, 2018
AGM Information
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The Annual General Meeting took place on 26 April 2018 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 331 371 528 divided into 132 548 611 shares, each with a nominal value of NOK 2.50 and each representing one vote at the Company's General Meeting.
A total of 68 182 273 of the Company's shares were represented at the General Meeting, of which 14 318 193 were represented by proxy. The 68 182 273 shares represent 51.4 % 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 Finn Ole Edstrøm, was also present.
The General Meeting made the following unanimous decision:
"Sigurd E. Thorvildsen is elected to chair the meeting. Bertel O.B. Steen 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 2017 were presented, together with 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 2017 are approved. No dividend is declared for the financial year 2017."
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.»
65 950 547 shares voted for, 2 231 726 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 2018 until 1 June 2019:
| 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 to EY for 2017 was NOK 300,000- excl. VAT for statutory audit of Awilco LNG ASA.
The General Meeting made the following unanimous decision: "The auditor's fee of NOK 300,000- for statutory audit in 2017 is approved."
The Nomination Committee's proposal was presented. All positions on the Nomination Committee are on election.
The General Meeting made the following unanimous decision:
«The proposal by the Nomination Committee is approved. The following are elected as members of the Nomination Committee of Awilco LNG ASA: Tom Furulund (re-elected) and Henrik Christensen (re-elected). Tom Furulund is elected as Chairman of the Nomination Committee.»
The Nomination Committee's proposal was presented. The Board of Directors were elected by the Annual General Meeting held 26 April 2017, and serve two-year terms of office. No Directorships are thus on election.
There were no further items on the agenda and the meeting was adjourned.
Oslo, 26 April 2018
Sigurd E. Thorvildsen
Bertel O. B. Steen
* As the minutes are originally prepared in Norwegian, this translation is to be regarded as an office translation. In case of discrepancies between the two versions, the Norwegian version shall prevail.
| Aksjonær / Representative | Ved / Represented by | Antall aksjer / No. of shares |
|---|---|---|
| Awilco AS | Jens-Julius R. Nygaard | 51 114 080 |
| SES AS | Bertel O. B. Steen | 1 550 000 |
| B.O. Steen Shipping AS | Bertel O. B. Steen | 1 000 000 |
| Skarris Kapital AS | Bertel O. B. Steen | 200 000 |
| Totalt møter / Total attending | 53 864 080 |
| Fullmakt fra / Proxy from | Fullmakt til / Proxy to | Antall aksier / No. of shares |
|---|---|---|
| Astrup Fearnley AS | Sigurd E. Thorvildsen | 8692270 |
| Odin Energi | Sigurd E. Thorvildsen | 2 2 3 1 7 2 6 |
| Eika Norge | Sigurd E. Thorvildsen | 1772576 |
| Datum AS | Sigurd E. Thorvildsen | 1 000 000 |
| Fiducia AS | Sigurd E. Thorvildsen | 427 564 |
| Investerings Aksjeselskapet Onega AS | Sigurd E. Thorvildsen | 192 857 |
| Guttorm Torleif Brekke | Sigurd E. Thorvildsen | 1 0 0 0 |
| Lars Domaas | Sigurd E. Thorvildsen | 200 |
| Totalt ved fullmakt / Total with proxy | 14 318 193 |
| Totalt møtt / Total attending | 68 182 273 |
|---|---|
| Antall utstedte aksjer / Number of issued shares | 132 548 611 |
| Totalt møtt i % / Total attending in % | 51,4 |
I tillegg var følgende tilstede / The following were also present: Jon Skule Storheill, CEO Awilco LNG ASA Øyvind Ryssdal, CFO Awilco LNG ASA Finn Ole Edstrøm, Auditor EY
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