AGM Information • Jul 15, 2024
AGM Information
Open in ViewerOpens in native device viewer
The meeting was held virtually by Teams video conferencing, with no physical attendance, on 12 July 2024 at 13.00 CET.
A list was made of attending shareholders represented by participation or power of attorney. The list is attached to this protocol as Appendix 1. (No vote)
Appendix 2. is registration of votes.
Geir Aune was elected as chairperson of the meeting, and Harald B. Hansen co-signs the minutes.
The decision was made by the required majority, cf. the voting result included as Appendix 2 to these minutes.
The Board of Directors proposes that the general meeting makes the following resolution:
"The notice of the meeting and the agenda were approved."
The decision was made by the required majority, cf. the voting result included as Appendix 2 to these minutes.
The Company's annual accounts for the financial year 2023 and the Board's report are, together with the auditor's report, made available at the Company's website knox-energy.com, in accordance with section 10 of the Articles of Association.
The Board proposes that the General Meeting passes the following resolution:
"The Company's annual accounts for the financial year 2023 and the Board's report are approved, including allocation of annual result."
The decision was made by the required majority, cf. the voting result included as Appendix 2 to

these minutes.
The Board of Directors proposes that the General Meeting makes the following resolution:
"Remuneration for the chairman of the board is set to NOK 0 per year and for all other board members NOK 0 for period until Annual General Assembly 2025"
The decision was made by the required majority, cf. the voting result included as Appendix 2 to these minutes.
Reference is made to the annual financial statements and note 2 regarding the remuneration to the auditor.
The Board of Directors proposes that the general meeting makes the following resolution:
" E&Y auditor cost for 2023 of Nok 332.421 incl MVA is approved. The cost includes audit of accounts, audit of "Skattefunn" project, verification of values in transactions following the Share Purchase Agreement.
The decision was made by the required majority, cf. the voting result included as Appendix 2 to these minutes.
The board proposes that the General Meeting decides:
"Geir Aune (Chair) and Georges J. Lambert are elected as board members of the Company until Annual General Meeting 2026.
Sven Tiefenthal, as recommended by the board, is elected as additional board member for the same period"
The decision was made by the required majority, cf. the voting result included as Appendix 2 to these minutes.

The Board proposes to do a reverse share split of 100:1 of the shares. Shareholders holding less than 100 shares will be transferred shares from majority shareholder Blue Concept to ensure continuation of the ownership following the reverse share split.
The Board of Directors proposes that the general meeting makes the following resolution:
Section [4] of the articles of association is changed to the following:
"Selskapets aksjekapital er NOK 2.122.151,17 fordelt på 2.122.151 aksjer hver pålydende NOK 1 "
The decision was made by the required majority, cf. the voting result included as Appendix 2 to these minutes.
According to the Private Limited Companies Act, section 9-4, the Board of Directors can be given authorization to acquire shares in the Company. Buy-back of the Company's shares may be used to optimize the Company's financial structure, and such shares may also be used in connection with incentive programs and otherwise.
The Board therefore proposes that the General Meeting grant the board an authorization to acquire treasury shares in the Company, with a maximum nominal value corresponding to 10 % of the Company's registered share capital.
Treasury shares obtained by the Company may can be used (i) in connection with acquisitions, mergers, de-mergers or other transfers of business, or (ii) in connection with share programs for employees.
The Board proposes that the general meeting passes the following resolution:
"In accordance with the Norwegian Private Limited Liability Companies Act sections 9-4 and 9-5, the Board of Directors is given authorization to acquire shares in the Company, on one or several occasions, on the following conditions:

The decision was made by the required majority, cf. the voting result included as Appendix 2 to these minutes.
The Company is a growth company, and the board considers it beneficial to continue to be able to issue shares in situations where this is considered to be in the Company's and the shareholders' best interests.
It is proposed that the Board is granted authorization to increase the share capital with up to 50 % of the existing share capital, with the purpose of 1) completion of planned transaction with Rapid Oil shareholders, 2) issuance of shares for incentive and payment of Management, Board and Key personnel, and 3) for general corporate purposes.
On this basis the Board proposes that the General Meeting makes the following resolution:

The decision was made by the required majority, cf. the voting result included as Appendix 2 to these minutes.
No other cases are pending.
* * * *
Drammen, 12 July 2024
Yours sincerely, for the Board of Directors of Knox Energy Solutions AS
_\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\______ Geir Aune (Jul 14, 2024 17:03 GMT+2)
Geir Aune Chairman of the Board
_____________________________________ Harald B. Hansen (Jul 14, 2024 17:05 GMT+2) Harald B. Hansen
Harald Bjørn Hansen Co-signee
| ISIN: | NO0011204158 Knox Energy Solutions AS |
|---|---|
| General meeting date: 12/07/2024 13.00 | |
| Today: | 12.07.2024 |
| Number of shares | % SC | |
|---|---|---|
| Total shares | 212,215,117 | |
| - own shares of the company | 0 | |
| Total shares with voting rights | 212,215,117 | |
| Represented by own shares | 159,133,251 | 74.99 % |
| Sum own shares | 159,133,251 | 74.99 % |
| Represented by proxy | 7,000,000 | 3.30 % |
| Sum proxy shares | 7,000,000 | 3.30 % |
| Total represented with voting rights | 166,133,251 | 78.29 % |
| Total represented by share capital | 166,133,251 | 78.29 % |
ISIN: NO0011204158 Knox Energy Solutions AS General meeting date: 12/07/2024 13.00 Today: 12.07.2024
| Shares class | For | Against Poll in | Abstain Poll not registered Represented shares with voting rights |
|||
|---|---|---|---|---|---|---|
| Agenda item 1 Election of the chairman of the meeting and at least one person to sign the minutes together with the chairman |
||||||
| Ordinær | 166,133,251 | 0 | 166,133,251 | 0 | 0 | 166,133,251 |
| 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 % | 78.29 % | 0.00 % | 78.29 % | 0.00 % | 0.00 % | |
| I otal | 166,133,251 | 0 | 166,133,251 | O | 0 | 166,133,251 |
| Agenda item 2 Approval of the notice of the meeting and the agenda | ||||||
| Ordinær | 166,133,251 | O | 166,133,251 | 0 | 0 | 166,133,251 |
| 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 % | 78.29 % | 0.00 % | 78.29 % | 0.00 % | 0.00 % | |
| llotal | 166,133,251 | 0 | 166,133,251 | O | O | 166,133,251 |
| Agenda item 3 Approval of the annual accounts and board report for the financial year 2023 | ||||||
| Ordinær | 166,133,251 | O | 166,133,251 | 0 | 0 | 166,133,251 |
| 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 % | 78.29 % | 0.00 % | 78.29 % | 0.00 % | 0.00 % | |
| rota | 166,133,251 | O | 166,133,251 | O | 0 | 166,133,251 |
| Agenda item 4 Determination of renumeration to the members of the board | ||||||
| Ordinær | 166,133,251 | O | 166,133,251 | 0 | 0 | 166,133,251 |
| 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 % | 78.29 % | 0.00 % | 78.29 % | 0.00 % | 0.00 % | |
| Total | 166,133,251 | 0 | 166,133,251 | O | 0 | 166,133,251 |
| Agenda item 5 Approval of the auditor's fee | ||||||
| Ordinær | 166,133,251 | O | 166,133,251 | 0 | O | 166,133,251 |
| 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 % | 78.29 % | 0.00 % | 78.29 % | 0.00 % | 0.00 % | |
| Total | 166,133,251 | O | 166,133,251 | O | 0 | 166,133,251 |
| Agenda item 6 Election of board members | ||||||
| Ordinær | 166,133,251 | 0 | 166,133,251 | 0 | 0 | 166,133,251 |
| 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 % | 78.29 % | 0.00 % | 78.29 % | 0.00 % | 0.00 % | |
| llotal | 166,133,251 | 0 | 166,133,251 | O | 0 | 166,133,251 |
| Agenda item 7 Approval of reverse share split | ||||||
| Ordinær | 166,133,251 | O | 166,133,251 | O | 0 | 166,133,251 |
| Knox Energy Solutions AS | General Assembly Protocol 12.07.2024 | Page 7 of 8 |
| Shares class | For | Against | Poll in | Abstain | Poll not registered | Represented shares with voting rights |
|---|---|---|---|---|---|---|
| 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 % | 78.29 % | 0.00 % | 78.29 % | 0.00 % | 0.00 % | |
| Total | 166,133,251 | 0 | 166,133,251 | 0 | 0 | 166,133,251 |
| Agenda item 8 Board authorization to acquire own shares | ||||||
| Ordinær | 166,133,251 | O | 166,133,251 | 0 | 0 | 166,133,251 |
| 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 % | 78.29 % | 0.00 % | 78.29 % | 0.00 % | 0.00 % | |
| Total | 166,133,251 | O | 166,133,251 | 0 | 0 | 166,133,251 |
| Agenda item 9 Board authorization to issue new shares | ||||||
| Ordinær | 166,133,251 | O | 166,133,251 | 0 | 0 | 166,133,251 |
| 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 % | 78.29 % | 0.00 % | 78.29 % | 0.00 % | 0.00 % | |
| Total | 166,133,251 | 0 | 166,133,251 | 0 | 0 | 166,133,251 |
Registrar for the company:
Signature company:
DNB Bank ASA
Knox Energy Solutions AS
| Name Total number of shares Nominal value Share capital Voting rights | |||
|---|---|---|---|
| Ordinær | 212.215.117 | 0.01 2.122.151.17 Yes | |
| Sum: |
requires majority of the given votes
Requires two-thirds majority of the given votes like the issued share capital represented/attended on the general meeting
Final Audit Report 2024-07-14
| Created: | 2024-07-14 |
|---|---|
| By: | Harald Hansen ([email protected]) |
| Status: | Signed |
| Transaction ID: | CBJCHBCAABAAoptEUao3kCYy8VHSpDJ72KYqjLxrmYU5 |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.