AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

MPC Container Ships ASA

AGM Information Apr 10, 2025

3666_rns_2025-04-10_df8ebed1-bdf6-44e1-b4b2-a545ffa9b0e0.pdf

AGM Information

Open in Viewer

Opens in native device viewer

MPC CONTAINER SHIPS ASA

Notice of annual general meeting

Notice is hereby served that an annual general meeting of MPC Container Ships ASA, reg. nr. 918 494 316 (the "Company") will be held on May 8, 2025, at 10:00 CEST as an electronic meeting at https://dnb.lumiagm.com/184853006.

The Board of Directors (the "Board") has decided to hold the general meeting as an electronic meeting in accordance with section 5-8 of the Norwegian Public Limited Liability Companies Act. No physical meeting will be held.

The meeting will be opened by the Chairman of the Board, or a person duly designated by the Chairman to represent him.

AGENDA:

  • 1. Election of a chairperson and a person to co-sign the minutes
  • 2. Approval of the notice and the agenda
  • 3. Approval of the annual accounts and Board of Directors' Report of MPC Container Ships ASA and the group for 2024, including allocation of the result of the year, as well as consideration of the Corporate Governance Report

The annual financial statements, the directors' report, the auditor's opinion, and the statement on corporate governance are published at the Company's website: www.mpc-container.com. The Board proposes that the general meeting pass the following resolutions:

The annual accounts and the Board of Directors' Report for 2024, including the Corporate Governance Report, are approved. The result of the financial year 2024 is allocated to retained earnings.

4. Board authorization for distribution of dividends

The Board proposes that the general meeting pass the following resolution:

In accordance with section 8-2 (2) of the Norwegian Public Limited Liability Companies Act, the Board is authorized to resolve distribution of dividends based on the Company's approved annual accounts for the financial year 2024.

The authorization is valid until the annual general meeting in 2026, however no longer than until June 30, 2026.

5. Guidelines for salaries and other remuneration to leading personnel

Pursuant to section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board shall prepare guidelines for salaries and other remuneration to leading personnel. The new guidelines are available at the Company's website www.mpc-container.com and include a Long-Term Incentive Program. The Board proposes that the general meeting pass the following resolution:

The annual general meeting approves the guidelines for salaries and other remuneration to the leading personnel of MPC Container Ships ASA.

6. Advisory vote on the report for salaries and other remuneration to leading personnel

The Company has prepared a remuneration report for leading personnel pursuant to section 6-16b of the Norwegian Public Limited Liability Companies Act and related regulations. The report has been reviewed by the Company's auditor in accordance with section 6-16b (4). The report is available in the annual report for 2024, published on the Company's website: www.mpc-container.com

The report shall in accordance with section 5-6 (4) of the Norwegian Public Limited Liability Companies Act be considered by the general meeting by way of an advisory vote. The Board proposes that the general meeting pass the following resolution:

The general meeting endorses the report for salaries and other remuneration to leading personnel of MPC Container Ships ASA.

7. Approval of the remuneration to the Company's auditor

The Company has done a tender offer for auditor services, and following the tender offers received, EY's bid was assessed to be the best. EY is re-selected as auditor for MPC Container Ships ASA.

Reference is made to Note 2.5 of the annual financial statements for 2024. The Board proposes that the general meeting pass the following resolution:

The auditor's fee for the financial year 2024 is paid as invoiced.

8. Election of Board Members

The Board proposes that the general meeting pass the following resolution:

The following board members are re-elected for a period of two years from the date of this general meeting:

  • a) Ulf Stephan Holländer (Chairman)
  • b) Ellen Merete Hanetho (independent board member)
  • c) Peter Frederiksen (independent board member)
  • d) Pia Meling (independent board member)

To the extent that the proposed resolution is not approved by the general meeting, board members will continue to serve in accordance with the two-year appointment approved at the annual general meeting of the Company held on April 17, 2024.

9. Determination of remuneration to the members of the Board for the financial year 2025

The Board proposes that the general meeting pass the following resolution:

Each member of the Board of Directors shall receive remuneration in the amount of USD 50,000 for the financial year 2025, while the Chairman of the Board shall receive remuneration in the amount of USD 90,000. Additionally, Board committee chairs shall be granted remuneration of USD 5,000.

10. Board authorization to increase the Company's share capital

The Board believes that it is in the best interest of the Company that the Board is granted authorization to increase the Company's share capital.

The Board proposes that the general meeting pass the following resolution:

  • (i) The Board is authorized pursuant to section 10-14 (1) of the Norwegian Public Limited Liability Companies Act to increase the Company's share capital by up to NOK 44,370,027 (corresponding to 10% of the share capital). Subject to this aggregate amount limitation, the authority may be used on more than one occasion.
  • (ii) The authority shall remain in force until the annual general meeting in 2026, but in no event later than June 30, 2026.
  • (iii) The pre-emptive rights of the shareholders under section 10-4 of the Norwegian Public Limited Liability Companies Act may be set aside.
  • (iv) The authority covers capital increases against contributions in cash and contributions in kind. The authority covers the right to incur special obligations for the Company, cf. section 10-2 of the Norwegian Public Limited Liability Companies Act. The authority covers resolutions on mergers in accordance with section 13-5 of the Norwegian Public Limited Liability Companies Act.
  • (v) With effect from the time of registration of this authority with the Norwegian Register of Business Enterprises, all previous authorities to the Board to increase the share capital are revoked.

11. Board authorization to acquire treasury shares

The Board believes that it is in the interest of the Company that the Board is granted an authorization to acquire shares in the Company (own shares).

The Board proposes that the general meeting pass the following resolution:

  • (i) The Board is authorized pursuant to section 9-4 of the Norwegian Public Limited Liability Companies Act to acquire shares in the Company ("own shares") on behalf of the Company with an aggregate nominal value of up to NOK 44,370,027 (corresponding to 10% of the share capital). The authority also includes contractual pledges over own shares.
  • (ii) When acquiring own shares, the consideration per share may not be less than NOK 1 and may not exceed NOK 200.
  • (iii) The Board determines the methods by which own shares can be acquired or disposed of.
  • (iv) The authority shall remain in force until the annual general meeting in 2026, but in no event later than June 30, 2026.
  • (v) With effect from the time of registration of this authority with the Norwegian Register of Business Enterprises the previous authority to acquire own shares is withdrawn.

* * *

The Company has a share capital of NOK 443,700,279 divided into 443,700,279 shares, each of a nominal value of NOK 1.

Each share carries one vote at the Company's general meeting.

As of the date of this notice, the Company does not own any treasury shares.

Only those who are shareholders in the Company five (5) business days prior to the general meeting, i.e., on April 30, 2025 (the "Record Date"), are entitled to attend and vote at the general meeting, cf. section 5-2 of the Norwegian Public Limited Liability Companies Act. A shareholder who wishes to attend and vote at the general meeting must be registered in the shareholder register (VPS) at the Record Date or have reported and documented an acquisition as of the Record Date. Shares that are acquired after the Record Date do not entitle the holder to attend and vote at the general meeting.

The shareholders have the following rights in respect of the general meeting:

  • The right to attend the general meeting, either in person or by proxy.
  • The right to ask questions at the general meeting.
  • The right to be accompanied by an advisor and to give such advisor the right to ask questions.
  • The right to require information from the members of the Board and the Chief Executive Officer about matters which may affect the assessment of (i) the approval of the annual accounts and the Board of Directors' Report, (ii) items which have been presented to the shareholders for decision and (iii) the Company's financial position, including information about activities in other companies in which the Company participates and other business to be transacted at the general meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to the Company.
  • The right to present alternatives to the Board's proposals in respect of matters on the agenda at the general meeting.
  • Shareholders who have chosen to receive electronic communication from the Company may access their VPS Investor Portal, select "Corporate Actions", "General Meeting" and "MPC Container Ships ASA" to register advance voting or proxy appointment.

• Shareholders who receive notice by postal mail may use the link provided at the Company's website to register advance voting or proxy appointment. Alternatively, advance votes or proxy appointment may be submitted by following the enclosed instructions (Appendix 3) and by sending such form by e-mail to [email protected] or by mail to DNB Bank ASA, Registrars' Department, P.O. Box 1600 Sentrum, N-0021 Oslo, Norway. The Company encourages all shareholders to submit advance voting by following the link provided in connection with this notice.

The registration deadline for advance voting and proxy appointment is May 6, 2025.

Proxies without voting instructions may trigger disclosure requirements under Norwegian law. Under the Norwegian Securities Trading Act section 4-3 (2)the possession of a proxy without voting instructions is considered equal to ownership of shares or rights to shares. This means that a proxy is required to disclose the proxies if the number of shares to which they relate (together with any shares or rights to shares held by the proxy) reaches or exceeds the disclosure thresholds under section 4-3 (1) of the Norwegian Securities Trading Act.

If shares are held through a nominee in the VPS register, cf. section 4-10 of the Norwegian Public Limited Liability Companies Act, and the beneficial owner wishes to attend the general meeting, the beneficial owner must ask the nominee to notify the Company of this. In accordance with section 1-8 of the Norwegian Public Limited Liability Companies Act, as well as regulations on intermediaries covered by the Norwegian Central Securities Act section 4-5 and related implementing regulations, notice of the general meeting is sent to nominees who pass it on to shareholders for whom they hold shares. Shareholders must communicate with their nominee, who is responsible for conveying votes or notices of attendance to the Company. Nominees must in accordance with section 5-3 of the Norwegian Public Limited Liability Companies Act notify the Company of a beneficial owner's attendance no later than two (2) business days prior to the general meeting (i.e., May 6, 2025).

This notice and the appendices and instructions for electronic attendance are available on the Company's website: www.mpccontainer.com.

In accordance with section 8 of the Company's articles of association, the appendices to the notice will not be sent by postal mail to the shareholders. A shareholder may nonetheless demand to receive the appendices by postal mail free of charge. If a shareholder wishes to have the documents sent to them, such a request can be addressed to the Company by way of e-mail to [email protected].

In case of any discrepancies between the Norwegian text and the English translation, the Norwegian text shall prevail.

MPC Container Ships ASA

April 9, 2025

Ulf Holländer Chairman of the Board

Appendices:

    1. Instructions for Electronic Registration of Advance Votes or Proxy
    1. Guide for Online Participation
    1. Voting Submission Form for Shareholders Who Cannot Register Electronically

Ref no: PIN:

Notice of Annual General Meeting

The Annual General Meeting of MPC Container Ships ASA will be held on May 8, 2025, at 10:00 CEST as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: _________ and vote for the number of shares registered in Euronext as of the Record Date of April 30, 2025.

The deadline for registration of advance votes, proxy, and voting instructions is May 6, 2025.

APPENDIX 1

Instructions for Electronic Registration of Advance Votes or Proxy

Log in through VPS Investor services available at https://investor.vps.no/garm/auth/login or through own account manager (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN

Alternatively, shareholders receiving notice by post may register advance votes and Proxy via a direct link, available at the Company's website: https://www.mpc-container.com/governance/general-meetings/

Once logged in, you will see your name, reference number, PIN, and balance. At the bottom you will have the following choices:

"Enroll" – There is no need to enroll/register to participate at the General Meeting "Advance vote" – If you would like to vote in advance of the meeting "Delegate Proxy" – Give proxy to the Chairman of the Board of Directors or another person "Close" – Press this if you do not wish to submit advance votes or delegate proxy

APPENDIX 2

Guide for Online Participation at the Annual General Meeting

To participate at the Annual General Meeting, please login via https://dnb.lumiagm.com/184853006

You must identify yourself using your Reference Number and PIN code (see step 1 above for how to retrieve these electronically). Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone at: +47 23 26 80 20 (08:00-15:30 CEST).

No registration is required to participate and vote at the General Meeting, but shareholders who are not logged in before the meeting starts will not have the right to vote.

A detailed guide for online participation is available on the company's website: https://www.mpccontainer.com/governance/general-meetings/

Ref no: PIN:

APPENDIX 3

Voting Submission Form for Shareholders Who Cannot Register Electronically

This signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Registration of advance votes, proxies, and instructions must be received no later than on May 6, 2025. If the shareholder is a company, the signature must be in accordance with the company certificate.

*Will be unsecured unless the sender secures the e-mail.

______________________________ would like to be represented at the Annual General Meeting of MPC Container Ships ASA as

follows (check relevant box):

  • Provide advance votes (check "For", "Against", or "Abstain" on the individual items in the voting form below).
  • Give proxy to the Chairman of the Board of Directors or the person he authorizes (do not fill in the voting form below).
  • Give proxy with instructions to the Chairman of the Board of Directors or the person he authorizes (check "For", "Against", or "Abstain" on the individual items in the voting form below).
  • Give proxy to the following person (do not fill in the voting form below agree directly with your proxy solicitor if you wish to give instructions on how to vote)

(enter name of person designated as proxy in block letters)

___________________________________________________________________

Note: The person designated as proxy must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-15:30 CEST) to receive login details.

Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the Board's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy determines the voting.

Agenda for the Annual General Meeting, May 8, 2025 For Against Abstain
1. Election of a chairperson and a person to co-sign the minutes
2. Approval of the notice and the agenda
3. Approval of the annual accounts and Board of Directors' Report of MPC Container Ships ASA and the
group for 2024, including allocation of the result of the year, as well as consideration of the Corporate
Governance Report
4. Board authorization for distribution of dividends
5. Guidelines for salaries and other remuneration to leading personnel
6. Advisory vote on the report for salaries and other remuneration to leading personnel
7. Approval of the remuneration to the Company's auditor
8. Election of Board Members
a)
Ulf Stephan Holländer (Chairman)
b)
Ellen Merete Hanetho (independent board member)
c)
Peter Frederiksen (independent board member)
d)
Pia Meling (independent board member)
9. Determination of remuneration to the members of the Board for the financial year 2025
10. Board authorization to increase the Company's share capital
11. Board authorization to acquire treasury shares

The form must be dated and signed

_______________________________________________________________________________________

Place Date Shareholder's Signature

Talk to a Data Expert

Have a question? We'll get back to you promptly.