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Belships

AGM Information May 25, 2021

3553_rns_2021-05-25_983e685a-4fba-40ea-81b2-ac88a4264cce.pdf

AGM Information

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MINUTES OF ANNUAL GENERAL MEETING OF BELSHIPS ASA

Reg.no. 930 776 793

The annual general meeting of Belships ASA, reg. no. 930 776 793 (the "Company") was held on 25 May 2021 at 14:00 hours (CET) at the Company's offices in Lilleakerveien 6D in Oslo.

In total, 168 655 691 ofa total of 248,175,404 voting shares were represented atthe general meeting, corresponding to 67,96% ofthe share capital.

The following matters were resolved:

as

    1. Opening of the meeting by the chairman ofthe board and registration ofattending shareholders and proxies The general meeting was opened by the chairman ofthe board of directors, Peter Frølich, who recorded the attending shareholders and proxies. A list of attending shareholders and proxies is includedAppendix
    1. Election ofa chairman of the meeting and one person to co-sign the minutes The chairman ofthe board, Peter Frølich, was elected to chair the meeting. Jan Erik Sivertsen was elected to co-sign the minutes.
  • Approval of the notice and agenda

I hereto.

The chairman ofthe meeting referred to the notice dated 29 April 2021 which was sent to the shareholders on the same day. As there were no objections, the general meeting was declared lawfully convened and the proposed agenda was deemed approved. The chairman ofthe meeting declared the general meeting as lawfully convened.

4. Chief Executive Officer's statement

Chiefexecutive officer, Lars Lars Skarsgård, briefed on the Company's activities.

  1. Approval of the annual accounts and the annual report for the financial year 2020 of Belships ASA and the Belships Group

The annual report and annual accounts of Belships ASA and the Belships Group were unanimously approved.

  1. Allocation of results for Belships ASA for the financial year 2020

The board ofdirectors proposed the following allocation ofresults:

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The board ofdirectors' proposal was unanirnously resolved.

7. Authorisation to resolve distribution of dividend

In accordance with the board's proposal, the general meeting unanimously passed the following resolution:

  • (i) The board of directors is granted an authorisation to resolve distribution ofdividend on the basis of Belships ASA's flnancial statements of 2020, cf. the Norwegian Public Limited Liability Companies Act Section 8-2 (2).
  • (ii) In connection with any use of the authorisation the board of directors shall ensure that resolutions are in accordance with the company's resolved dividend policy.
  • (iii) The board of directors shall prior to every resolution regarding distribution ofdividends consider whether the company, following the distribution ofdividends, will have an adequate equity and liquidity, cf. the Norwegian Public Litnited Liability Companies Act Section 8-1 (4) cf. Section 3-4.

(iv) The authorisation is valid until the company's annual general meeting in 2022, but no longer than 30 June 2022.

8. Approval of remuneration to the Company's auditor for 2020

The remuneration ofUSD 59,000 to the Company's external auditor was unanimously approved.

9. Approval of remuneration to the board of directors, the audit committee and the nomination committee for 2021

Remuneration to the board for 2021 was unanimously set at NOK 500,000 to the chair ofthe board and NOK 250,000 to each ofthe other board members.

Remuneration to the audit committee for 2021 was unanimously set at NOK 100,000 to the chair of the audit committee and NOK 70,000 to each ofthe other members.

Remuneration to the nomination committee for 2021 was unanimously set at NOK 25,000 to the chair of the nomination committee and NOK 25,000 to each of the other members.

10. The board ofdirectors' report on corporate governance

The chairman ofthe board, Peter Frolich, presented the Company's principles and practices regarding corporate governance.

11. Approval of the board ofdirectors' guidelines on determination ofsalary and other remuneration to executive personnel

The board ofdirectors' guidelines on determination of salary and other remuneration to executive personnel were unanimously approved.

12. Authorisation to issue shares to empioyees

The board ofdirectors wishes to continue the option program which is established for the employees ofthe Company, by providing the employees with a right to acquire additional shares in the Company.

In accordance with the board's proposal, the general meeting unanimously passed the following resolution:

  • (i) Pursuant to Section 10-14 ofthe Norwegian Limited Liability Companies Act, the board of directors is granted an authorisation to increase the Company's share capital with an amount up to NOK 800,000 (corresponding to 400,000 shares, each with a nominal value of NOK 2).
  • (ii) The subscription price per share shall be 105% ofthe ciosing price as of 25 May 2021.
  • (iii) The authorisation is valid until the Company's annual general meeting in 2022, but no longer than to and including 30 June 2022.
  • (iv) The shares may be subscribed by the employees of the Company and the Belships group. The shareholders preferential rights to the new shares pursuant to the Norwegian Public Limited Liability Companies Act may be deviated from in accordance with Section 10-5 cf. Section 10-4.
  • (v) The authorisation does not cover share capital increases against contribution in kind, cf. Section 10-2 ofthe Norwegian Public Limited Liability Companies Act.
  • (vi) The authorisation does not cover share capital increase in connection with mergers pursuant to Section 13-5 ofthe Norwegian Public Limited Liability Companies Act.

13. Authorisation to issue shares

In accordance with the board's proposal, the general meeting unanimously passed the following resolution:

  • (i) Pursuant to Section 10-14 ofthe Norwegian Public Limited Liability Companies Act, the board ofdirectors is granted an authorisation to increase the Company's share capital with an amount up to NOK 240,000,000, by issuance ofup to 120,000,000 shares, each with a nominal value of NOK 2. The amount corresponds to 48,35% ofthe share capital.
  • (ii) The authorisation is valid until the company's annual general meeting in 2022, but no longer than to and including 30 June 2022.
  • (iii) The shareholders' preferential rights to the new shares pursuant to Section 10-4 ofthe Norwegian Public Limited Liability Companies Act may be deviated from.
  • (iv) The authorisation covers share capital increase against contribution in kind, cf. Section 10- 2 ofthe Norwegian Public Limited Liability Companies Act.
  • (v) The authorisation covers capital increase in connection with mergers pursuant to section 13-5 ofthe Norwegian Public Lirnited Liability Companies Act

14. Authorisation to acquire own shares

In accordance with the board's proposal, the general meeting unanimously passed the following resolution:

  • (i) Pursuant to Section 9-4 ofthe Norwegian Public Limited Liability Companies Act, the board ofdirectors is granted an authorisation to, on behalfofthe company, acquire up to 20,000,000 own shares with a total nominal value up to NOK 40,000,000, corresponding to 8,05% of the current share capital.
  • (ii) The maximum amount to be paid for each share is NOK 50 and the minimum amount is NOK2.
  • (iii) Acquisition and sale of own shares may take place in any way the board of directors finds appropriate.
  • (iv) The authorisation is valid until the Company's annual general meeting in 2022, but no longer than to and including 30 June 2022.

15. Election ofboard members

In accordance with the nomination committee's recommendation, the following persons were unanimously elected by the general meeting as members of the board of directors for the period up to the annual general meeting in 2022. In addition, Jan Erik Sivertsen was unanimously re elected by the general meeting as board observer for the same period. The board now consists of the following members:

    • Peter Frølich (chair)
  • -CarI Erik Steen
  • -Jorunn Seglem
    • Frode Teigen
    • Sverre Jørgen Tidemand
  • -Birthe Cecilie Lepsøe
  • -Marianne Møgster
  • -Jan Erik Sivertsen (observer)

16. Election of members to the nomination committee

In accordance with the nornination committee's recommendation, Vegard Gjerde and Olav Kristian Falnes were re-elected as members of the nomination committee for the period 2021 - 2023.

There were no fu her matte to be discussed. The general meeting was adjourned.

Peter Frølich

Chairperson

// Jan Erik Sivertsen V

Co-signer

BELSHIPS ASA

Attachment 1

Participant list general meeting tuesday 25 May 2021

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