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Grieg Seafood — AGM Information 2021
Nov 4, 2021
3612_rns_2021-11-04_2bce98d9-b2ff-4409-9880-af3e66fed93f.pdf
AGM Information
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MINUTES OF THE EXTRAORDINARY GENERAL MEETING
On 4 November 2021 at 10:00 CET an extraordinary general meeting of
GRIEG SEAFOOD ASA (the "Company")
was held in the Company's office, C. Sundts gate 17/19, 5004 Bergen
The agenda was as follows:
-
- Election of chair of the meeting and one representative to co-sign the minutes along with the chair elected
-
- Approval of the notice of meeting and agenda
-
- Election of a new member of the Board of Directors / supplementary election
-
- Proposal to amend article 6 of the Company's Articles of Association
The extraordinary general meeting was opened by the chairman of the Board of Directors, Per Grieg jr. who extended a welcome to those present. In attendance were shareholders representing 72,095,160 shares. Also present were CEO Andreas Kvame, CFO Atle Harald Sandtorv, CLO Kevin Ruben og CAO Trude Østvedt.
1) ELECTION OF CHAIR OF THE MEETING AND ONE REPRESENTATIVE TO CO-SIGN THE MINUTES ALONG WITH THE CHAIR ELECTED
Chairman of the Board of Directors Per Grieg jr. was elected to chair the meeting. Andreas Kvame was elected to sign the minutes together with the chair.
The election of chair and one representative to co-sign was approved.
72,094,752 voted For
216 voted Against
192 voted Abstention
2) APPROVAL OF THE NOTICE OF MEETING AND AGENDA
There were no objections to the notice of meeting or the agenda. The extraordinary general meeting was declared to be legally constituted and the agenda as contained in the notice of meeting was approved.
72,094,944 voted For
216 voted Against
0 voted Abstention
3) ELECTION OF A NEW MEMBER OF THE BOARD OF DIRECTORS / SUPPLEMENTARY ELECTION
As Sirine Fodstad has resigned as a member of the Board of Directors before the term of office expired, and there is no deputy member, a supplementary election of a new board member shall be carried out for the remainder of Sirine Fodstad's term of office (cf. section 6-8 para. 1).
The nomination committee's recommendation is that Nicolai Hafeld Grieg will be elected as a board member until the next ordinary general meeting.
The extraordinary general meeting adopted the following resolution:
Nicolai Hafeld Grieg is elected as a board member until the next ordinary general meeting.
72,090,756 voted For
4,384 voted Against
20 voted Abstention
4) PROPOSAL TO AMEND ARTICLE 6 OF THE COMPANY'S ARTICLES OF ASSOCIATION
CLO Kevin Ruben gave an account of the proposal to amend the first sentence of the Company's Articles of Association's article 6.
The first sentence is
"The company is chaired by a board of up to seven members elected by the general meeting"
Proposed to be amended to
"The company's board shall have three to seven members, elected by the general meeting."
According to a suggestion by a shareholder it was further proposed to delete the fourth sentence in the second paragraph: "The CEO only has the right to vote on the board if he is elected as a board member."
The extraordinary general meeting adopted the following resolution:
The Company's Article of Association's article 6 shall now read as follows:
"The company's board shall have three to seven members, elected by the general meeting.
The general meeting elects the chairman of the board by a separate election. The chairman of the board has a double vote in the event of a tie in the board. The company's CEO is appointed by the board of directors and has the right and duty to attend the board meetings.
Board members' term of office is 1 year. Board members can be re-elected.
The company's signature has two board members jointly or the CEO and one board member jointly. The board may grant power of attorney."
56,966,052 voted For
0 voted Against
0 voted Abstention
15,129,108 votes have been registered as "poll not registered" as they have either been represented by advance vote or voting instruction and could, therefore, neither been counted as "for" or "against" due to the change of the proposal in the general meeting.
* * *
As there were no more agenda items, the minutes were signed by the chair and Andreas Kvame.
_____________________ Per Grieg jr. Chair
________________________
Andreas Kvame CEO
Total Represented
| ISIN: | NO0010365521 GRIEG SEAFOOD ASA |
|---|---|
| General meeting date: 04/11/2021 10.00 | |
| Todav: | 04.11.2021 |
Number of persons with voting rights represented/attended: 2
| Number of shares % sc | ||
|---|---|---|
| Total shares | 113,447,042 | |
| - own shares of the company | 1,171,494 | |
| Total shares with voting rights | 112,275,548 | |
| Represented by advance vote | 6,519,023 | 5.81% |
| Sum own shares | 6,519,023 | 5.81% |
| Represented by proxy | 56,966,052 | 50.74% |
| Represented by voting instruction | 8,610,085 | 7.67% |
| Sum proxy shares | 65,576,137 58.41 % | |
| Total represented with voting rights | 72,095,160 64.21 % | |
| Total represented by share capital | 72,095,160 63.55 % |
Registrar for the company:
DNB Bank ASA
Signature company: GRIEG SEAFOOD ASA
ranners
DNB Bank ASA Registrars Department
Protocol for general meeting GRIEG SEAFOOD ASA
ISIN: NO0010365521 GRIEG SEAFOOD ASA General meeting date: 04/11/2021 10.00 Today: 04.11.2021
| Shares class | FOR | Against Poll in | Abstain Poll not registered Represented shares with voting rights |
|||||
|---|---|---|---|---|---|---|---|---|
| Agenda item 1 Election of chair of the meeting and one representative to co-sign the minutes along with | ||||||||
| thechair elected | ||||||||
| Ordinær | 72,094,752 | 216 | 72,094,968 | 192 | 0 | 72,095,160 | ||
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||||
| representation of sc in % | 100.00 % | 0.00% | 100.00 % | 0.00% | 0.00% | |||
| total sc in % | 63.55% | 0.00% | 63.55% | 0.00% | 0.00% | |||
| Total | 72,094,752 | 216 72,094,968 | 192 | $\mathbf 0$ | 72,095,160 | |||
| Agenda item 2 Approval of the notice of meeting and agenda | ||||||||
| Ordinær | 72,094,944 | 216 | 72,095,160 | 0 | 0 | 72,095,160 | ||
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||||
| representation of sc in % | 100.00 % | $0.00 \%$ | 100.00 % | 0.00% | $0.00 \%$ | |||
| total sc in % | 63.55 % | 0.00% | 63.55 % | 0.00% | 0.00% | |||
| Total | 72,094,944 | 216 72,095,160 | 0 | $\mathbf 0$ | 72,095,160 | |||
| Agenda item 3 Election of a new member of the Board of Directors in accordance with the | ||||||||
| nominationcommittee's recommendation | ||||||||
| Ordinær | 72,090,756 | 4,384 | 72,095,140 | 20 | 0 | 72,095,160 | ||
| votes cast in % | 99.99 % | 0.01% | 0.00% | |||||
| representation of sc in % | 99.99 % | 0.01% | 100.00 % | $0.00 \%$ | 0.00% | |||
| total sc in % | 63.55 % | 0,00% | 63.55 % | 0.00% | 0.00% | |||
| Total | 72,090,756 | 4,384 72,095,140 | 20 | O | 72,095,160 | |||
| Agenda item 4 Proposal to amend article 6 of the Company's Articles of Association | ||||||||
| Ordinær | 56,966,052 | 0 | 56,966,052 | 0 | 15,129,108 | 72,095,160 | ||
| votes cast in % | 100.00 % | $0.00 \%$ | $0.00 \%$ | |||||
| representation of sc in % | 79.02 % | 0.00% | 79.02 % | 0.00 % | 20.99 % | |||
| total sc in % | 50.21 % | 0.00 % | 50.21% | 0.00% | 13.34 % | |||
| Total | 56,966,052 | $\mathbf{0}$ | 56,966,052 | 0 | 15,129,108 | 72,095,160 |
Registrar for the company:
DNB Bank ASA
Signature company: GRIEG SEAFOOD ASA
anosse
DNB Bank ASA
shargisufarshatjvartment
| Name | Total number of shares Nominal value Share capital | Voting rights | |
|---|---|---|---|
| Ordinær | 113,447,042 | 4.00 453,788,168.00 Yes | |
| ∣Sum: |
§ 5-17 Generally majority requirement requires majority of the given votes
§ 5-18 Amendment to resolution Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting