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Belships — AGM Information 2023
May 8, 2023
3553_rns_2023-05-08_989845dd-6b3d-479b-9708-4fa4b9f3b7e6.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 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:
1. Opening of the meeting by the chairman of the board and registration of attending shareholders and proxies
The general meeting was opened by the chair of the board of directors, Peter Frølich.
2. Creation of a list of attending shareholders and proxies
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.
4. Approval of the notice and agenda
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.
5. Chief Executive Officer's statement
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.
7. Allocation of results for Belships ASA for the financial year 2022
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.
8. 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 of 2022, 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 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 authorisation is valid until the company's annual general meeting in 2024, but no longer than 30 June 2024.
9. Approval of remuneration to the Company's auditor for 2022
The remuneration of USD 98,000 to the Company's external auditor was approved.
10. Approval of remuneration to the board of directors, the audit committee and the nomination committee for 2023
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.
11. The board of directors' report on corporate governance The Company's principles and practices regarding corporate governance were presented.
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.
13. Authorisation to issue shares to employees
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:
- (i) Pursuant to Section 10-14 of the 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% of the closing price as of 8 May 2023.
- (iii) The authorisation is valid until the Company's annual general meeting in 2024, but no longer than to and including 30 June 2024.
- (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 of the Norwegian Public Limited Liability Companies Act.
- (vi) The authorisation does not cover share capital increase in connection with mergers pursuant to Section 13-5 of the Norwegian Public Limited Liability Companies Act.
14. Authorisation to issue shares
In accordance with the board's proposal, the general meeting passed the following resolution:
- (i) Pursuant to Section 10-14 of the Norwegian Public 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 250,000,000, by issuance of up to 125,000,000 shares, each with a nominal value of NOK 2. The amount corresponds to 49,38% of the share capital.
- (ii) The authorisation is valid until the company's annual general meeting in 2024, but no longer than to and including 30 June 2024.
- (iii) The shareholders' preferential rights to the new shares pursuant to Section 10-4 of the 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 of the Norwegian Public Limited Liability Companies Act.
- (v) The authorisation covers capital increase in connection with mergers pursuant to section 13-5 of the Norwegian Public Limited Liability Companies Act
15. Authorisation to acquire own shares
In accordance with the board's proposal, the general meeting passed the following resolution:
- (i) Pursuant to Section 9-4 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to, on behalf of the company, acquire up to 25,000,000 own shares with a total nominal value up to NOK 50,000,000, corresponding to 9,88% of the current share capital.
- (ii) The maximum amount to be paid for each share is NOK 50 and the minimum amount is NOK 2.
- (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 2024, but no longer than to and including 30 June 2024.
16. Election of board members
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:
- Peter Frølich (chair)
- Carl Erik Steen
- Jorunn Seglem
- Frode Teigen
- Birthe Cecilie Lepsøe
- Marianne Møgster
- Sten Stenersen
- Jan Erik Sivertsen (observer)
There were no further matters to be discussed. The general meeting was adjourned.
____________________ ____________________ Peter Frølich Lars Christian Skarsgård
Chair Co-signer
BELSHIPS ASA Appendix 1
Annual general meeting monday 8 May 2023
| 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 |
Voting result
| 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 |