AGM Information • Apr 25, 2018
AGM Information
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Medistim ASA held its ordinary general meeting Wednesday the 25th of April 2018 at 10.00. The meeting was held at the company offices in Økernveien 94 in Oslo. Attachment 1 gives an overview of the shareholders that were represented. 57.41 % of the shareholders were represented were 30.23 % were represented by proxy.
Chairman of the Board of Director's Øyvin Anders Brøymer opened the meeting.
There were no comments to the notice, the agenda or proxies and these were approved. 1,270,746 votes of total 10,527,959 votes abstained to vote on this point. The meeting was pronounced lawfully called and assembled.
Øyvin Anders Brøymer was chosen to chair the meeting. Rigmor Blix and Kari Krogstad were chosen to sign the minutes together with Øyvin Brøymer. Thomas Jakobsen was chosen as secretary for the meeting. All elections were unanimously chosen.
The Chairman of the meeting went through the annual report for 2017. The General Assembly took note of this and there were no comments to the report.
The income statement and balance sheet for 2016 was presented for the holding company and the group to the general meeting by the chairman of the meeting. The general meeting took notice of the presentation and there were no comments to the presentation. The income statement for 2017 and balance sheet for 2017 for the holding company and the group were approved.
The profit for 2017 was TNOK 38,420 for the holding company. The Board of Directors suggested a dividend to the shareholders of NOK 2.00 per share, total TNOK 36,358 and that TNOK 2,062 is transferred to other equity. The company has 158,500 Medistim shares and does not pay dividend on own shares. Shareholders registered in VPS by the end of the 25th of April 2018 will have the right to the dividend. The Board of director's suggestion was approved unanimously by the general assembly. The Medistim shares will be traded as ex dividend NOK 2.00 as of the 26th of April.
The Chairman gave an orientation to the general meeting of the principals used to set salary and remuneration to the management and key personnel. The declaration is also described in the annual report. The general meeting took notice of the orientation. Of a total of 10,527,959 votes, 8,933,672 of the votes approved the principles, while 1,594,287 of the votes where against the principles. As a conclusion the General Meeting approved the principals for salary and remuneration to management and key personnel.
Fee to the auditor was in total TNOK 459 where TNOK 402 was for the audit and TNOK 57 was for other services. The fee to the auditor was approved by the general meeting.
Three of the board members, deputy chairman Bjørn M. Wiggen and board members Tove Raanes and Lars Rønn, were on election for a new term of two years. The nomination committee recommends that all candidates are elected for a new term of two years. The candidates were unanimously elected, Bjørn M. Wiggen as deputy chairman and Tove Raanes and Lars Rønn as board members for a two year term until ordinary general meeting in 2020.
The fee to the Board of Director's in 2017 was NOK 375.000 to the Chairman. Fee to the board members was NOK 210.000 to 4 members. Total fee for 2017 was NOK 1,215,000. The fee to the Board of Director's was approved by the general meeting.
The leader of the nomination committee, Johan Skjøldberg, was on election. Johan Skjøldberg was not willing to take a new term. It was suggested that nomination committee member, Bjørn Henrik Rasmussen, was elected as leader for the nomination committee for one term until the ordinary general meeting I 2019. Further, it was suggested that Kristin Eriksen was elected as member of the nomination committee for two terms until the ordinary general meeting in 2020. Bjørn Henrik Rasmssen represents Medistims fourth largest shareholder and Kristin Eriksen represents Medistims second largest shareholder. Both candidates was willing to take the suggested term. Bjørn Henrik Rasmussen was elected as leader of the nomination committee until the ordinary general meeting in 2019. Kristin Eriksen was elected as member of the nomination committee until the ordinary general meeting in 2020.
It was suggested to the General Meeting that the leader of the Nomination Committee was compensated with 20 TNOK and that the members were compensated with 15 TNOK. Total purposed fee to the Nomination Committee was 50 TNOK. Of a total of 10,527,959 votes, 9,152,713 of the votes approved the fee to the nomination committee, while 1,375,246 of the votes where against the fee to the nomination committee. The fee to the nomination committee was approved by the general meeting.
The general meeting gave the Board of director's approval to increase share capital on the following terms and conditions:
The general meeting approved the Board of Director's authorisation to increase share capital unanimously according to the above terms and conditions.
The general meetings resolution will be registered in the Brønnøysund register centre and must be registered before the Board of Directors can use the authorisation.
The general meeting gave the board of directors renewed power of attorney to purchase own shares on the following terms and conditions:
E. The Board of Director's can freely decide how to purchase the shares as long as the principle for equal treatment is followed.
The general meeting approved the power of attorney to purchase own shares unanimously according to above terms and conditions.
The general meeting resolution must be registered in the Brønnøysund register centre before the board can use the authorisation.
* * *
There were no other issues on the agenda. The meeting was ended and the minutes signed.
Oslo 25. April 2018
Sign. Sign. Sign.
_____________ _________________ ___________________
Rigmor Blix Øyvin A. Brøymer Kari Eian Krogstad
| Res ults of the n th e G ral m ing in M edis tim ASA vot eet es o ene |
In fa vou r |
Aga inst |
Abs tain |
|---|---|---|---|
| 1. A l of the ice, istra tion of sha reh olde ted by not ppr ova reg rs o r pe rson s re pre sen pro xy. |
9 25 7 21 3 |
‐ | 1 2 70 7 46 |
| 2. A intm of cha ir th ing, sign the ol, t ‐sig n th col and ol s ed i n th al m ing. ent to eet to toc oto toc tary eet ppo per son e m pro o co e pr pro ecre pro pos e ge ner |
959 10 527 |
‐ | ‐ |
| 3. A l of ual for 201 6. ort ppr ova ann rep |
10 5 27 9 59 |
‐ | ‐ |
| 4. A l of fit a nd l and ba lanc e sh 201 6. eet ppr ova pro oss |
10 5 27 9 59 |
‐ | ‐ |
| 5. A l of the dis trib utio n of the fit f he y or t ppr ova pro ear |
10 5 27 9 59 |
‐ | ‐ |
| 6. T he B d of Dir r's d ecla rati lary and oth rati o th ecto on t ent oar on o n sa er r em une e m ana gem |
72 8 9 33 6 |
87 94 2 1 5 |
‐ |
| l of fee he a udit or f or 2 016 7. A to t ppr ova |
10 5 27 9 59 |
‐ | ‐ |
| 8. E lect ion of b d m ber of t he b d m ber ele ctio his is a rdin The min atio itte e's tion s. T n. T g to No n Co oar em wo oar em s ar e on cco mm sug ges |
959 10 527 |
‐ | ‐ |
| the ard . Th is is ord ing he N inat ion mit 's su stio 9. F to Bo to t Com tee ees acc om gge n. |
10 5 27 9 59 |
‐ | ‐ |
| The mbe he N inat ion mit . Th is is ord ing he N inat ion mit 's su stio 10. rs t Com tee to t Com tee me om acc om gge n. |
959 10 527 |
‐ | ‐ |
| sati o th inat ion mit . Th is is ord ing he N inat ion mit 's su stio 11. Com on t e N Com tee to t Com tee pen om acc om gge n. |
13 9 1 52 7 |
46 1 3 75 2 |
‐ |
| l of the ard of r's s o th al m he B d of r's a uth e sh ital. 12. App Bo Dire cto esti on t eet ing to r w t Dir ecto oriz atio n to inc rova ugg e ge ner ene oar reas are cap |
959 10 527 |
‐ | ‐ |
| l of the ard of r's s the of rcha sha 13. App Bo Dire cto esti on t atto y to rova ugg o re new po wer rne pu se o wn res |
959 10 527 |
‐ | ‐ |
Shareholders at the General Meeting:
| Asb jørn Bu ane ss |
494 936 |
|---|---|
| Inte de s hipp ing rtra |
4 00 3 50 0 |
| Kar i Kr tad ogs |
112 500 |
| Rigm lix or B |
140 000 |
| Tho Jak obs mas en |
75 0 00 |
| dist im A SA's e ak sjer Me egn |
158 500 |
| n th gh p Part icip atio rou roxy |
Pro xy t o |
Pre vot e |
|---|---|---|
| A/S DAN SKE BA NK |
an Ø Cha 285 03 1 irm yvin Brø yme r |
In f n al l ite avo ur o ms |
| DAN SKE INV EST NO RGE |
an Ø Cha 250 000 irm yvin Brø yme r |
In f n al l ite avo ur o ms |
| SW EDB ANK RO BUR NY TE |
an Ø Cha 1 37 5 24 6 irm yvin Brø yme r |
In f n al l ite mbe d 11 6 an ept avo ur o ms exc nu r |
| GRA NDE UR PEA K IN TER NAT ION AL |
Cha an Ø 420 559 irm yvin Brø yme r |
Abs tain ite m 1 |
| GRA NDE UR PEA K G LOB AL O PPO RTU NIT IES FUN D |
Cha an Ø 152 700 irm yvin Brø yme r |
Abs tain ite m 1 |
| GRA NDE UR PEA K G LOB AL R EAC H F UND |
Cha an Ø 75 1 50 irm yvin Brø yme r |
Abs tain ite m 1 |
| GRA NDE UR PEA K G LOB AL O PPO RTU NIT IES L.P |
an Ø 47 5 00 Cha irm yvin Brø yme r |
Abs tain ite m 1 |
| FIN INV TST GR AND PEA K G LOB MI CRO |
an Ø 25 8 62 Cha irm yvin Brø yme r |
Abs tain ite m 1 |
| NN PAR APL UFO NDS 1 N |
an Ø 205 624 Cha irm yvin Brø yme r |
In f n al l ite ber 6 an d ab stai ite ept avo ur o ms exc nu m n on |
| SEB EU ROP EAN EQ UIT Y SM ALL CA P |
an Ø 500 000 Cha irm yvin Brø yme r |
In f n al l ite avo ur o ms |
| DAN SKE INV EST SIC RV EUR OPE SM ALL |
an Ø 329 934 Cha irm yvin Brø yme r |
Abs tain ite m 1 |
| OD DO |
an Ø 13 4 17 Cha irm yvin Brø yme r |
In f n al l ite ber 6 an d 11 ept avo ur o ms exc n um |
| SAL VES EN & TH AM S IN V |
an Ø 1 86 2 50 0 Cha irm yvin Brø yme r |
In f n al l ite avo ur o ms |
| In % of l nu mbe r of sha tota res |
||
| Tot al n ber of s har eho lder ted he m ing at t eet um s re pre sen |
10 5 27 9 59 57, 41 % |
| al n ber of s har eho lder ted he m ing Tot at t eet um s re pre sen |
10 5 27 9 59 |
41 % 57, |
|---|---|---|
| al n ber of s har eho lder ted he m ing thro ugh Tot at t eet um s re pre sen pro xy |
5 54 3 52 3 |
23 % 30, |
| al n ber of s har and Tot utst ing um es o |
18 3 37 3 36 |
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