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Nordic Shipholding — AGM Information 2008
Apr 30, 2008
3449_iss_2008-04-30_29c45b1d-1a4d-4a0a-a576-8dad96726a2b.pdf
AGM Information
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NORDIC TANKERS A/S Co. Reg.No:76351716
The Annual General Meeting of Nordic Tankers A/S was held in Bella Center, Center Boulevard, 2300 Copenhagen S on Wednesday 23 April 2008 at 15:00.
The Chairman of the Board called the meeting to order and stated that pursuant to Art. 8 of the Articles of Association, the board had appointed Attorney Henrik Møgelmose to take the chair.
The Chair reviewed the requirements of the Articles of Association and the Companies Act regarding lawful notice and quorum. With the acceptance of the participants of the Annual General Meeting, the Chair then noted that the General Meeting had been lawfully convened and formed a quorum with respect to the items on the agenda.
The Chair stated that 77.86% of the company's share capital was represented at the General Meeting.
The Chair also noted that the company's auditor, appointed at the Annual General Meeting, was present.
The Chair then stated the agenda for the General Meeting, which, pursuant to Art. 6.3 consisted of the following:
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- Submission of the Annual Report for approval.
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- Decision on allocation of earnings for the year.
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- Election of members of the Board of Directors.
- The following are standing for election: Tage Bundgaard, Søren Halsted, Kurt Bjørndal, Uffe Jacobsen and Poul Erik Andersen whereas Asger Degn declines re-election. The Board recommends that Tage Bundgaard, Søren Halsted, Kurt Bjørndal, Uffe Jacobsen and Poul Erik Andersen be re-elected and that the Board should only consist of these five members.
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- Election of auditors. The Board proposes the re-appointment of Deloitte Statsautoriseret Revisionsaktieselskab.
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- Resolutions from the Board. A resolution that the Annual General Meeting authorize the Board of Directors, until the next Annual General Meeting, to purchase on behalf of the company shares totaling 10% of the nominal value of the company's share capital at any time, cf. s. 48 of the Companies Act. The consideration shall not vary by more than 10% from the average price on NASDAQ OMX (Copenhagen) on the date of acquisition.
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- Any resolutions from shareholders. No resolutions have been received from the company's shareholders for consideration at the Annual General Meeting.
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- Any other business.
Re items 1 and 2 - Submission of the Annual Report for approval and decision on allocation of earnings for the year
Items 1 and 2 on the agenda were considered collectively.
On the basis of the Annual Report, the Chairman of the Board presented a report for the preceding year. The company's CEO subsequently presented the annual accounts for 2007, which showed that profits for the Group amounted to USD 21,622,000 compared to USD 8,694,000 in 2006. The Group's equity at 31 December 2007 was USD 112,538,000 compared to USD 55,322,000 at 31 December 2006.
With reference to page 27 in the Annual Report, the Chair stated that it had been recommended that the profit of the year be transferred to the following year.
The Chair confirmed that the Annual Report had been duly signed and made reference to the auditors' report on page 25.
This was followed by a lengthy discussion concerning the Board of Directors' report and the accounts, during which Søren Svendsen from the Danish Shareholders' Association, Managing Director Steen Bryde and other shareholders addressed the meeting. A number of questions, including questions from Managing Director Steen Bryde, were answered by the Chairman of the Board, the company's CEO, and the company's auditor.
When the debate had ended, the Board of Directors' report was adopted by the General Meeting, and the Annual Report was approved. The General Meeting also adopted the proposed allocation of profit.
Re item 3 - Election of members of the Board of Directors
The Chair reviewed the resolutions for consideration, including the Board's recommendation that the Board should consist of five members only.
The Board recommended the re-election of Tage Bundgaard, Søren Halsted, Kurt Bjørndal, Uffe Jacobsen and Poul Erik Andersen, while Managing Director Steen Bryde proposed the election of Geir Jansen, Brian Petersen, Mads Roikjer, Mogens Worre Sørensen and Steen Bryde. An enquiry by the Chair did not result in the proposal of other candidates.
The Chairman of the Board accounted for the Board's views and presented the members of the board who had been put forward for re-election.
Managing Director Steen Bryde then presented Bryde Gruppen and accounted for the vision, strategy and business focus which his candidates for the Board would adopt. Managing Director Steen also presented his candidates for the Board.
A debate on the composition of the Board and the proposed candidates followed.
In accordance with s. 49 (6) of the Companies Act, the Chair reviewed the executive duties of the candidates in other Danish companies.
A written vote was subsequently taken using voting slip no. 7, and the General Meeting was then suspended in order for the votes to be counted.
When the votes had been counted, the Chair announced the following result:
| Mogens Worre Sørensen: | 2,994,565 votes |
|---|---|
| Mads Roikjer: | 2,951,929 votes |
| Brian Petersen: | 2,948,929 votes |
| Geir Jansen: | 2,948,429 votes |
| Steen Bryde: | 2,935,496 votes |
| Søren Halsted: | 2,613,754 votes |
| Poul Erik Andersen: | 2,607,879 votes |
| Kurt Bjørndal: | 2,604,024 votes |
| Uffe Jacobsen: | 2,599,981 votes |
| Tage Bundgaard: | 2,575,343 votes |
The Chair then noted that Mogens Worre Sørensen, Mads Roikjer, Brian Petersen, Geir Jansen and Steen Bryde had been elected for the Board.
Re item 4 - Appointment of auditors
The Chair informed the General Meeting that the Board proposed the re-appointment of Deloitte Statsautoriseret Revisionsaktieselskab.
An enquiry by the Chair did not result in other proposals, and as no-one asked to address the meeting, the Chair noted that Deloitte Statsautoriseret Revisionsaktieselskab had been re-appointed as auditors of the company.
Re item 5 - Resolutions from the Board
The Chair reviewed a resolution that the Annual General Meeting authorize the Board of Directors, until the next Annual General Meeting, to purchase on behalf of the company shares totaling 10% of the nominal value of the company's share capital at any time, cf. s. 48 of the Companies Act. The consideration shall not vary by more than 10% from the average price on NASDAQ OMX (Copenhagen) on the date of acquisition.
Since no-one asked to address the meeting, the Chair noted that the Board's proposal had been adopted.
Re item 6 - Any resolutions from shareholders
The Chair stated that no resolutions had been received for consideration before the deadline stated in Art. 5.7 of the Articles of Association.
Re item 7 - Any other business
The retiring Chairman of the Board, Managing Director Steen Bryde and other shareholders commented on the result of the election of members of the Board and on the future of the company.
The Chair then noted that the Agenda had been dealt with, resigned his duties, and called upon the retiring Chairman to make his concluding remarks.
The Chair closed the General Meeting at 18:45.
As Chair:
Henrik Møgelmose