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Himalaya Shipping

AGM Information Mar 7, 2023

8159_rns_2023-03-07_0611b2c7-0238-409f-92de-05acc5028439.pdf

AGM Information

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HIMALAYA SHIPPING LTD. NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS Monday, March 20, 2023

NOTICE IS HEREBY given that the Special General Meeting (the "SGM") of the shareholders (the "Shareholders") of Himalaya Shipping Ltd. (the "Company") will be held on Monday, March 20, 2023 at 09:00 AST at the Company's Registered Office located at 2nd Floor, The S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda and electronically via Microsoft Teams, for the following purposes, all of which are more completely set forth in the accompanying information statement:

To consider the following Company proposal:

To approve amended and restated Bye-Laws being adopted as the new Bye-laws of the Company in substitution and replacement for the existing Bye-Laws.

By Order of the Board of Directors

Mi Hong Yoon Director

Dated: March 7, 2023

Notes:

  • 1. The Board has fixed the close of business on March 8, 2023, as the record date for the determination of the shareholders entitled to receive notice of and to vote at the SGM or any adjournment thereof.
  • 2. No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person* or by proxy, together with the power of attorney or other authority (if any) under which it is signed, or a copy of that power of attorney certified by a notary public, is sent to the Company Secretary, to reach the Registered Office by not later than 48 hours before the time for holding the SGM.

* At the time of publication of this Notice, it is anticipated that the SGM will proceed as a hybrid meeting, which means the Shareholders are able to join and participate in the meeting either physically in person at the Registered Office (to the extent it is permitted in accordance with government guidance, which may change after the publication of this Notice), or via electronic remote participation. We strongly encourage Shareholders to participate remotely and submit a proxy electronically.

  • 3. If a Shareholder chooses to attend the SGM remotely, please contact the Company Secretary at [email protected] no later than 48 hours prior to the SGM, who will provide the Microsoft Teams link and dial in numbers in advance of the SGM. Additionally, please pre-submit any questions to the Board and these will be answered at the SGM.
  • 4. Each of the resolutions set out above will require the affirmative vote of a simple majority of the votes cast.
  • 5. A Form of Proxy is enclosed for use by holders of shares registered in Norway in connection with the business set out above.

INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE SPECIAL GENERAL MEETING OF THE SHAREHOLDERS (THE "MEETING') OF HIMALAYA SHIPPING LTD. TO BE HELD ON MONDAY, MARCH 20, 2023.

COMPANY PROPOSALS

PROPOSAL 1 - TO AMEND THE COMPANY'S BYE-LAWS

At the Meeting, the Board will ask the Shareholders to approve amended and restated Bye-Laws being adopted as the new Bye-Laws of the Company in substitution and replacement for the existing Bye-Laws.

The complete text of the Bye-Laws of the Company as adopted on March 19, 2021 and amended on June 15, 2021 and August 10, 2022 together with a blacklined copy showing the proposed amendments, are available on our website at www.himalayashipping.com.

OTHER BUSINESS

Management knows of no business that will be presented for consideration at the Special General Meeting other than that stated in the Notice of Special General Meeting.

By Order of the Board of Directors

Mi Hong Yoon Director

Hamilton, Bermuda Date: March 7, 2023

Himalaya Shipping Ltd. (the "Company") Form of Proxy for use at Special General Meeting to be held on March 20, 2023.

I/We ………………………………………………………………………………………………………

Of …………………………………………………………………………………………………………..

being (a) holder(s) of ………………………………… Ordinary Shares of US\$1.00 each of the above-named

Company on the record date of March 8, 2023 hereby appoint the duly appointed Chairman of the meeting or ………………………………to act as my/our proxy at the Special General Meeting of the Company to be held on March 20, 2023 or at any adjournment thereof, and to vote on my/our behalf as directed below.

Please indicate with an X in the spaces provided how you wish your vote(s) to be cast on a poll. Should this card be returned duly signed, but without a specific direction, the proxy will vote or abstain at his discretion.

Proposals For Against Abstain
To approve amended and restated Bye-Laws being adopted as the new Bye
Laws of the Company in substitution and replacement for the existing Bye
Laws.

Date ……………………………….. Signature ………………………………………………

Notes:

  • 1. A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote instead of him.
  • 2. Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
  • 3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the Register of Members.
  • 4. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorized officer or attorney.
  • 5. If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairman deleted and the alteration initialed.
  • 6. This proxy should be completed and sent to the following address by not later than 48 hours before the time for holding the meeting.

DNB Bank ASA Registrars Dept. Postboks 1600 Sentrum 0021 Oslo, Norway Tel: +47 23 26 80 16 Or via e-mail to: [email protected]

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