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Awilco LNG

AGM Information Sep 17, 2020

3548_rns_2020-09-17_2e9495ac-3cf1-41d4-abe8-aef4d5a9b887.pdf

AGM Information

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MINUTES FROM THE EXTRAORDINARY GENERAL MEETING IN AWILCO LNG ASA* (org. no. 996 564 894)

In accordance with the temporary law of 26 May 2020 no. 54 on exemptions from requirements for physical meetings etc. in corporate law to remedy the consequences of the outbreak of Covid-19, the extraordinary general meeting of Awilco LNG ASA was held on 17 September 2020 at 10:00 AM as a

The following business was considered:

phone conference.

1. Opening of the General Meeting by the Chairman of the Board, including registration of the shares in attendance

The Chairman of the Board, Synne Syrrist, opened the meeting and registered the shareholders in attendance, advance votes and proxies.

A total of 51 168 730 of the Company's shares were represented at the General Meeting, of which 15 000 were represented by proxy and 39 650 by advance voting. The 51 168 730 shares represent 38.6 % 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 Johan Nordby, was also present.

2. Election of the Chairman of the meeting, and of at least one person to countersign the minutes of the meeting together with the Chairman of the meeting

The General Meeting made the following unanimous decision:

«Synne Syrrist is elected to chair the meeting. Jens-Julius R. Nygaard is elected to countersign the minutes.»

3. Approval of the notice of the Extraordinary General Meeting and the agenda

The General Meeting made the following unanimous decision: «The notice and agenda are approved.»

4. Resolution to reduce the share capital

The Board presented its proposal to reduce the share capital through a reduction of the nominal value of the shares to NOK 0.10, following that the Company's shares currently trade at a lower price than the nominal value of the shares.

The auditor's confirmation according to the Public Limited Liability Companies Act § 12-2 (2) of the company's full coverage for the company's non-distributable equity was presented at the general meeting.

The General Meeting made the following decision:

  • i. «The company's share capital shall be reduced by NOK 318,116,666.9 through a reduction of the nominal value of the company's shares to NOK 0.10.
  • ii. The reduction amount shall be allocated to reserves to be used in accordance with the general meeting's resolution.
  • iii. Section 4 of the Articles of Association shall be amended so as to reflect the share capital and the nominal value of the shares after the share capital reduction.»

51 153 730 shares voted for and 15 000 shares abstained from voting. The resolution was passed with the requisite majority.

5. Resolution to amend notice period for extraordinary general meetings

The Board presented its proposal to reduce the notice period for any Extraordinary General Meetings to be held up until the next year's Annual General Meeting from three to two weeks.

The General Meeting made the following unanimous decision:

  • i. «The notice period for extraordinary general meetings in the company can be set to a minimum of two weeks prior to the date of the meeting, cf. the Public Limited Liability Companies Act section 5-11 b no. 1, if shareholders are allowed to vote electronically at the general meeting in accordance with section 5-8 a of the Public Limited Liability Companies Act.
  • ii. The notice period of two weeks shall apply until the annual general meeting of the company in 2021.»

6. Amendments of the articles of association

The Board presented its proposal that the General Meeting resolves certain amendments to the company's articles of association.

The General Meeting made the following unanimous decision:

i. The following paragraphs are included in article 6 of the articles of association:

«Shareholders may cast written vote in advance in matters to be discussed at the general meetings of the company. Such votes may also be cast through electronic communication. The access to cast votes in advance is subject to the presence of a safe method of authenticating the sender. The board of directors decides whether such a method exists before each individual general meeting. The board of directors may issue more detailed guidelines for written advance votes. The notice of the general meeting must state whether votes in advance are permitted and which guidelines, if any, that have been issued for such voting.

The notice of the general meeting may state that shareholders wanting to attend the general meeting must notify the company thereof within a certain period. This period cannot expire sooner than five days before the meeting.»

ii. Article 7 of the articles of association is amended as follows:

«The Company's shares shall be registered in a central securities depository.»

There were no further items on the agenda and the meeting was adjourned.

Oslo, 17 September 2020

Synne Syrrist Jens-Julius R. Nygaard

* 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.

AWILCO LNG ASA - Ekstraordinær Generalforsamling 17. september 2020 / Extraordinary General Meeting 17 September 2020

MØTER / ATTENDING

Aksjonær / Representative Ved / Represented by Antall aksjer / No. of shares
Awilco AS Jens-Julius R. Nygaard 51 114 080
Totalt møter / Total attending 51 114 080
VED FULLMAKT / BY PROXY
Fullmakt fra / Proxy from Fullmakt til / Proxy to Antall aksjer / No. of shares
Båtstø Brug AS Styreformann / Chairman of the Board 15 000
Totalt ved fullmakt / Total with proxy 15 000
VED FORHÅNDSSTEMME / BY ADVANCE VOTING
Aksjonær / Representative Antall aksjer / No. of shares
Askjell Tangen 39 650
Totalt forhåndsstemme / Total advance voting 39 650
Totalt møtt og forhåndsstemmer / Total attending and advance votes 51 168 730
Antall utstedte aksjer / Number of issued shares 132 548 611
Totalt møtt i % / Total attending in % 38,6
I tillegg var følgende tilstede / The following were also present:
Jon Skule Storheill, CEO Awilco LNG ASA

Øyvind Ryssdal, CFO Awilco LNG ASA

Johan Nordby, Auditor EY

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