AGM Information • May 8, 2023
AGM Information
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The annual general meeting of Belships ASA, reg. no. 930 776 793 (the "Company") was held on 8 May 2023 at 16:00 hours (CET) at the Company's offices in Lilleakerveien 6D in Oslo.
In total, 139,413,095 of a total of 253,136,666 issued shares were represented at the general meeting, corresponding to 55.07% of the share capital.
The following matters were resolved:
The general meeting was opened by the chair of the board of directors, Peter Frølich.
The chair of the board of directors, Peter Frølich recorded the attending shareholders and proxies. A list of attending shareholders and proxies is included as Appendix 1 hereto. The voting results for each item on the agenda is included as Appendix 2 hereto.
3. Election of a chairman of the meeting and one person to co-sign the minutes
The chair of the board, Peter Frølich, was elected to chair the meeting. Lars Christian Skarsgård was elected to co-sign the minutes.
The chair of the meeting referred to the notice dated 17 April 2023 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 of the meeting declared the general meeting as lawfully convened.
Chief Executive Officer, Lars Christian Skarsgård, briefed on the Company's activities.
6. Approval of the annual accounts and the annual report for the financial year 2022 of Belships ASA and the Belships Group
The annual report and annual accounts of Belships ASA and the Belships Group were approved.
The board of directors proposed the following allocation of results:
| Sum transfers and disposals | USD 116 464 000 |
|---|---|
| Transfer to other retained earnings | USD 116 464 000 |
The board of directors' proposal was resolved.
In accordance with the board's proposal, the general meeting passed the following resolution:
adequate equity and liquidity, cf. the Norwegian Public Limited Liability Companies Act Section 8-1 (4) cf. Section 3-4.
(iv) The authorisation is valid until the company's annual general meeting in 2024, but no longer than 30 June 2024.
The remuneration of USD 98,000 to the Company's external auditor was approved.
Remuneration to the board for 2023 was set at NOK 550,000 to the chair of the board and NOK 275,000 to each of the other board members.
Remuneration to the audit committee for 2023 was set at NOK 125,000 to the chair of the audit committee and NOK 80,000 to each of the other members.
Remuneration to the nomination committee for 2023 was set at NOK 25,000 to the chair of the nomination committee and NOK 25,000 to each of the other members.
12. The board of directors' guidelines on determination of salary and other remuneration to executive personnel for the accounting year 2022
In the advisory vote the board of directors' guidelines on determination of salary and other remuneration to executive personnel were approved.
The board of directors wishes to continue the option program which is established for the employees of the 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 passed the following resolution:
In accordance with the board's proposal, the general meeting passed the following resolution:
In accordance with the board's proposal, the general meeting passed the following resolution:
In accordance with the nomination committee's recommendation, the following persons were elected by the general meeting as members of the board of directors for the period up to the annual general meeting in 2024. In addition, Jan Erik Sivertsen was re-elected by the general meeting as board observer for the same period. The board now consists of the following members:
There were no further matters to be discussed. The general meeting was adjourned.
____________________ ____________________ Peter Frølich Lars Christian Skarsgård
Chair Co-signer
| Number of eligble to vote individuals represented | 3 |
|---|---|
| Represented by own shares | 269 900 |
| Represented by proxy | 139 143 195 |
| Total number of eligble to vote shares represented | 139 413 095 |
| Total number of shares represented in % of share equity |
55,07 % |
| Number of outstanding shares per 8 May 2023 | 253 136 666 | ||
|---|---|---|---|
| Company share equity per 8 May 2023 | 506 273 332 |
| Fo r |
in Ag t a s |
bs io A te t n n |
||
|---|---|---|---|---|
| 1 | f he by he ha f he bo d o f d l h, Op ing ing irm ire Pe Fr ic t t t t to te ø en o m ee c an o ar c rs, r or d by h in im te a p er so n a p p o |
|||
| 2 | f a l f a d ha ho l de d Cr ion is ing ies t t o t te ea o n s re rs an p ro x |
|||
| 3 | lec f a ha f he d a lea he E ion ir ing ig inu t t t t t o to t te o c o m ee a n a s ne p er so n co -s n m s |
9 9, 9 9 8 % |
0, 0 0 2 % |
0, 0 0 0 % |
| 4 | l o f he d he da Ap ice t t t p ro va n o a n ag en |
9 9, 9 9 8 % |
0, 0 0 2 % |
0, 0 0 0 % |
| 5 | ien ion by he Or C E O ta t t |
|||
| 6 | l o f he l a d a l r fo ls h d he Ap Be ip A S A t ts ts t p ro va a nn ua cc ou n an nn ua ep or r s an ls h fo he f l y Be ip Gr ina ia 2 0 2 2 t s ou p r nc ea r |
9 9, 9 9 8 % |
0, 0 0 2 % |
0, 0 0 0 % |
| 7 | l loc f he l ls h fo he f l y A ion in ip A S A ina ia 2 0 2 2 Be t t t t a o re su s r nc ea r |
9 9, 9 9 8 % |
0, 0 0 2 % |
0, 0 0 0 % |
| 8 | ho d bu d de ds Au isa ion is i iv i t t to tr te r n |
9 9, 9 9 8 % |
0, 0 0 2 % |
0, 0 0 0 % |
| 9 | f fe fo l o he d i 's 2 0 2 2 Ap t to p ro va a r e r u |
9 9, 9 6 % 5 |
0, 0 % 4 4 |
0, 0 0 0 % |
| 1 0 |
f c he be f he bo d o f d he d De ina ion ion ire i te t t to t t to t t rm o om p en sa m em rs o ar c rs, a u d he fo i ina ion i 2 0 2 3 t te t t t te co m m e a n n om co m m e r |
9 9, 9 9 8 % |
0, 0 0 2 % |
0, 0 0 0 % |
| 1 1 |
he bo d o f d ' r T ire to t o te ar c rs ep or n c or p or a g ov er na nc e |
9 9, 9 9 8 % |
0, 0 0 2 % |
0, 0 0 0 % |
| 1 2 |
he bo d o f d ' r de f s lar d o he T ire ina ion ion to t o te t t t to ar c rs ep or n rm o a y an r r em un er a lea l ls h fo he f l y d ing in ip ina ia 2 0 2 2 Be t p er so nn e s r nc ea r |
9 8, 9 8 5 % |
1, 0 1 5 % |
0, 0 0 0 % |
| 1 3 |
ho ha loy Au isa ion iss t t to to r ue s re s e m p ee s |
9 9, 9 4 6 % |
0, 0 5 4 % |
0, 0 0 0 % |
| 1 4 |
ho isa ion iss ha Au t t to r ue s re s |
9 9, 8 9 % 4 |
0, 0 6 % 1 |
0, 0 0 0 % |
| 1 5 |
ho ha Au isa ion ire t t to r ac q u o wn s re s |
9 9, 9 9 8 % |
0, 0 0 2 % |
0, 0 0 0 % |
| 1 6 |
lec ion f bo d be E t o ar m em rs |
% 9 9, 8 9 4 |
% 0, 1 0 6 |
% 0, 0 0 0 |
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