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Energy SpA AGM Information 2023

May 22, 2023

4100_rns_2023-05-22_f7ff7c9b-2add-4365-b385-e7adf084e971.pdf

AGM Information

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MINUTES of the 2023 ANNUAL GENERAL MEETING of the Members of BW Energy Limited (the "Company") held at 18 Rebecca Road. Southampton. SN04, Bermuda on 22 May 2023 at 2:00 p.m. Bermuda time.

PRESENT:

IN ATTENDANCE:

Mr. Andreas Sohmen-Pao (as Chair of the meeting and as proxy holder representing 121,685,265 shares)

Ms. Ana Zambelli

Mr. William Russell Scheirman II

Mr. Carl Krogh Arnet (as CEO and as proxy holder representing 3,821,010 shares)

Ms. Susan Barit (as Secretary of the meeting and as proxy holder representing 118,061 shares)

Mr. Michael Gerard Smyth (as proxy holder representing 63,905,440 shares)

1. CHAIR

The Chair of the Board, Mr. Andreas Sohmen-Pao, chaired the meeting and Ms. Susan Barit acted as Secretary to the meeting.

2. CONFIRMATION OF NOTICE AND QUORUM

The Chair of the meeting confirmed that the notice of the meeting dated 28 April 2023 (the "Notice") had been given to all Members of the Company and that a quorum as required under the Bye-laws of the Company was present.

3. FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT

NOTED THAT the financial statements of the Company for the financial year ended 31 December 2022 together with the Auditor's report thereon, were received at the meeting.

4. DIRECTORS

RESOLVED THAT the number of Directors of the Company shall be up to eight.

FOR AGAINST ABSTAIN
189 517 896 6.880

Org.no .: 54653

APPOINTMENT OF DIRECTOR 5.

RESOLVED THAT Ms Ana Zambelli be and is hereby appointed as a Director for a period of I year.

FOR AGAINST ABSTAIN
189.453.033 77 MA

RE-APPOINTMENT OF DIRECTORS 6.

RESOLVED THAT:

a) Mr. Andreas Sohmen-Pao be and is hereby re-elected as a Director (Chair) for a period of 1 year.

FOR AGAINST ABSTAIN
182.215.698 7.314.078 NII

b) Mr. Marco Beenen be and is hereby re-elected as a Director for a period of I year.

FOR AGAINDI ARSTAT
184 777 6
nos
5 307 11- Pay 191-8-9

c) Mr. William Russell Scheirman II be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
189.509.692 20.084 Nil

d) Ms. Hilde Dromen be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
189.503.285 26.491

e) Mr. Tormod Vold be and is hereby re-elected as a Director for a period of I year.

FOR AGAINST ABSTAIN
189.509.692 20.084 Nil

7. DIRECTORS' FEES

RESOLVED THAT approval be and is hereby given for the Directors to be paid annual fees at the rate of USD 65,000 for the Directors (other than the Chair), USD 80,000 for the Chair, plus an additional USD 10,000 and USD 5,000 per annum for the Audit Committee Chair and its members

respectively, USD 10,000 and USD 5,000 per annum for the Remuneration Committee Chair and its members respectively, USD 2,500 per annum for the Nomination Committee Chair and its members, and USD 10,000 and USD 5,000 per annum for the Technical and Commercial Committee Chair and its members respectively, plus an additional travel fee of USD 2,500 per meeting to each member of the Audit Committee and Technical and Commercial Committee, if applicable.

FOR AGAINST ABSTAIN
183.693.583 5,836.193

8. AUDITOR

RESOLVED THAT KPMG AS be and is hereby re-appointed as Auditor of the Company to hold office until the conclusion of the next annual general meeting and the Directors be and are hereby authorised to determine their remuneration.

FOR AGAINST ABSTAIN
189 579 776

9. CLOSE

There being no further business, the proceedings then concluded.

Mr. Andreas Sohmen-Pao Chair