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Belships — AGM Information 2022
May 6, 2022
3553_rns_2022-05-06_65b51a72-0a53-4f6f-8cf5-4fff8fe0e0cc.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 6 May 2022 at 15:00 hours (CET) at the Company's offices in Lilleakerveien 6D in Oslo.
In total, 164 283 628 ofa total of 253,136,666 issued shares were represented at the general meeting, corresponding to 64,90% ofthe share capital.
The following inatters were resolved:
1. Opening ofihe meeting by the chair ofthe board and registration ofattending shareholders and proxies
The chair ofthe board of directors, Peter Frølich, had appointed attorney Stig Berge to open the meeting and to record the attending shareholders and proxies. A list of attending shareholders and proxies is included as Appendix I hereto. The voting results for each item on the agenda is included as Appendix 2 hereto.
- Election ofa chair ofthe meeting and one person to co-sign the minutes Stig Berge was elected to chair the meeting. Osvald Fossholm was elected to co-sign the minutes.
3. Approval of the notice and agenda
The chair ofthe meeting referred to the notice dated 12 April 2022 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 chair ofthe meeting deciared the general meeting as lawfully convened.
4. ChiefExecutive Officer's statement
Chiefexecutive officer, Lars Christian Skarsgård, briefed on the Company's activities.
5. Approval of the annual accounts and the annual report for the financial year 2021 of Belships ASA aud the Belships Group
The annual report and annual accounts ofBelships ASA and the Belships Group were approved.
6. Allocation ofresults for Belships ASA for the financial year 2021
The board ofdirectors proposed the following allocation ofresults:
| T fe he in ed in to ot ta ra ns r r re ea rn gs |
U SD 16 3 29 4 00 0 |
|---|---|
| Su sf d di al tr m an er s an sp os s |
U SD 16 3 29 4 00 0 |
The board of directors' proposal was resolved.
7. Authorisation to resolve distribution of dividend
In accordance with the board's proposal, the general meeting passed the following resolution:
- (i) The board of directors is granted an authorisation to resolve distribution of dividend on the basis of Belships ASA's financial statements of2021, cf. the Norwegian Public Limited Liability Companies Act Section 8-2 (2).
- (ii) In conneetion with any use ofthe 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 of dividends consider whether the company, following the distribution of dividends, will have an adequate equity and liquidity, cf. the Norwegian Public Limited Liability Companies Act Section 8-1 (4) cf. Section 3-4.
-
(iv) The autborisation is valid until the company's annual general meeting in 2023, but no longer than 30 June 2023.
-
- Approval of remuneration to the Company's auditor for 2021 The rernuneration ofUSD 79,000 to the Company's external auditor was approved.
9. Approval of remuneration to the board of directors, the audit committee and the nomination committee for 2022
Rernuneration to the board for 2022 was set at NOK 500,000 to the chair of the board and NOK 250,000 to each ofthe other board rnernbers.
Rernuneration to the audit committee for 2022 was set at NOK 100,000 to the chair ofthe audit comrnittee and NOK 70,000 to eacb ofthe other members.
Remuneration to the nomination committee for 2022 was set at NOK 25,000 to the chair ofthe nomination committee and NOK 25,000 to each ofthe other members.
10. The board ofdirectors' report on corporate governance The Company's principles and practices regarding corporate governance were presented.
- The board ofdirectors' guidelines on determination ofsalary and other remuneration to executive personnel for the accounting year 2021 In the advisory vote the board ofdirectors' guidelines on determination of salary and otber remuneration to executive personnel were approved.
12. Authorisation to issue shares to employees
The board of directors wishes to continue the option program which is established for the eniployees of the Company, by providing the employees with a right to acquire additional sbares in the Company.
In accordance with the board's proposal, the general meeting 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 1,200,000 (corresponding to 600,000 shares, each with a nominal value of NOK 2).
- (ii) The subscription price per share shall be 105% ofthe closing price as of 6 May 2022.
- (iii) The authorisation is valid until the Company's annual general meeting in 2023, but no Longer than to and including 30 June 2023.
- (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. Seetion 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 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 250,000,000, by issuance ofup to 125,000,000 shares, each with a nominal value of NOK 2. The amount corresponds to 49,3 8% ofthe sliare capital.
- (ii) The authorisation is valid until the company's annual general meeting in 2023, but no longer than to and ineluding 30 June 2023.
- (iii) The shareholders' preferential rights to the new shares pursuant to Section 10-4 oftlie Norwegian Public Limited Liability Companies Act may be deviated frorn.
- (iv) The autborisation covers share capital increase against contribution in kind, cf. Section 10- 2 ofthe Norwegian Public Lirnited Liability Companies Act.
- (v) The authorisation covers capital increase in connection with inergers pursuant to section 13-5 ofthe Norwegian Public Limited Liability Companies Act
14. Authorisation to acquire own shares
In accordance wit[i the board's proposal, the general meeting 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 behalf ofthe company, acquire upto 25,000,000 own shares with a total nominal value up to NOK 50,000,000, corresponding to 9,87% of the current share capital.
- (ii) The rnaximum amount to be paid for each share is NOK 50 aud the minimum amount is NOK2.
- (iii) Acquisition aud 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 2023, but no longer than to and including 30 June 2023.
15. Election ofboard members
In accordance with the nomination committee's recommendation, the following persons were elected by the general meeting as members ofthe board of directors for the period up to the annual general meeting in 2023. In addition, Jan Erik Sivertsen was re-elected by the general meeting as board observer for the same period. The board now consists ofthe following members:
- Peter Frolich (chair)
- -Cari Erik Steen
- -Jorunn Seglem
- -Frode Teigen
- -Birthe Cecilie Lepsøe
- Marianne Mogster
- Sten Stenersen
- -Jan Erik Sivertsen (observer)
There were no further matters to be discussed. The general meeting was adjourned.
Chair Co-signer
Stig Ber e Osvald Fossholrn
BELSHIPS ASA Appendix i
Annual general meeting friday 6 May 2022
| b f N el i gb l i d i i d al d to te te u m er o e v o n v u s re p re se n |
5 |
|---|---|
| d R b sh te e p re se n o w n ar e s y |
5 8 4 9 0 0 |
| d R b te e p re se n y p ro x y |
1 3 4 2 8 2 8 6 7 |
| T l of el i b l b sh d ta to te te o g e n u m er o ar e s re p re se n v |
1 64 2 8 3 2 8 6 |
| T l b of sh d i f sh ta i te % t o n m er ar e s re p re se n u n o ar e e q u y |
6 4 ,9 0 % |
| 2 5 3 1 3 6 6 6 6 |
|---|
| 5 0 2 3 6 7 3 3 2 |
BELSHIPS ASA - Annual general meeting Friday G May 2022 Appendix2
Voting result
| For | Against | Abstention | ||
|---|---|---|---|---|
| ofthe the ofthe Opening meeting chairman board ofdirectors, by Peter or FrøIich, a appointed person him by |
||||
| 2 | Creaton ofa attending of shareholders list and proxies |
|||
| 3 | ofthe ofa Election chair meeting at one to and least person the minutes co-sign a |
100,000% | 0,000 % |
0,000% |
| 4 | ofthe the notice Approval and agenda |
100,000 % |
0,000 % |
0,000% |
| 5 | Orientation bytheCEo |
|||
| 6 | ofthe accounts Approval annual reports the and annual for Belships and Belships ASA Groupforthefinancial 2021 year |
000% 100 |
0,000 % |
0,000% |
| 7 | ofthe Allocation result thefinancial Belships ASAfor year 2021 in |
100,000 % |
0,000 % |
0,000% |
| 8 | Authorisation distribute to dividends |
100,000 % |
0,000% | 0,000% |
| 9 | ofthe auditorsfee Approval 2021 for |
99,967 % |
0,033 % |
0,000% |
| 10 | Determination ofcompensation ofthe to the members ofdirectors, the board audit committee the nomination committeefor and 2022 |
100,000 % |
0,000 % |
0,000% |
| 11 | ofdirectors' board report corporate governance The on |
100,000 % |
0,000% | 0,000% |
| 12 | ofdirectors' report board determination The ofsalary other on and remuneration to leading personnel Belshipsforthefinancial 2021 in year |
604% 98 |
1,396 % |
0,000% |
| 13 | Authorisation to shares to employees issue |
98,602 % |
1,398% | 0,000% |
| 14 | Authorisation to shares issue |
98,560 % |
1,440 % |
0,000% |
| 15 | Authorisationtoacquireownshares | 99,865% | 0,100% | 0,035% |
| 16 | ofboard Electjon members |
98,563 % |
1,437 % |
0,000% |