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Nordic Shipholding — AGM Information 2008
Jan 25, 2008
3449_iss_2008-01-25_d0210dd1-d84e-4546-b0c6-6b8f08ab6da8.pdf
AGM Information
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An Extraordinary General Meeting of Nordic Tankers A/S (CVR 7635 1716) was held on 21 January 2008 at 15.00 at Ingeniørforeningens Mødecenter, Kalvebod Brygge 31-33, DK-1780 Copenhagen V, with the following
Agenda
-
- Resolution to elect members of the Board of Directors.
-
- Any other business
The Chairman of the Board, Mogens Buschard, called the meeting to order and stated that pursuant to Art. 8.1 of the Articles of Association, the board had appointed Attorney Henrik Møgelmose of the law firm of Kromann Reumert to take the chair.
The Chair stated that the notice of general meeting satisfied the requirements of the company's Articles of Association and that the General Meeting had been lawfully convened. The Chair also noted that there was a quorum at the General Meeting.
1. Resolution to elect members of the Board of Directors
The Chair started by reviewing the resolutions for consideration.
The Board was recommending that the Board should continue to comprise seven Directors and recommended the re-election of Mogens Buschard, Tage Bundgaard, Uffe Jacobsen, Asger Degn, Poul Erik Andersen, Kurt Bjørndal and Søren Halsted. Managing director Steen Bryde proposed the election of Steen Bryde, Geir Jansen, Mogens W. Sørensen, Brian Petersen, Mads Roikjer, Klaus Rasmussen and Jan Fabricius.
The Chairman of the Board accounted for the Board's viewpoints and the development of the company in the period from its listing on OMX. The company has upwardly adjusted its 2007 earnings forecasts to USD 23-25m, and the company currently has the youngest fleet in Denmark. The Chairman pointed out that there was nothing to justify the company's spending time and money on holding a premature Extraordinary General Meeting and found that it was unnecessary given that the Annual General Meeting is scheduled for 23 April 2008. The Chairman further presented the members of the Board.
Steen Bryde also reviewed his points of view in having had the Extraordinary General Meeting called. He pointed out that he wished to see commercial development to the benefit of all shareholders and more professional communication from the company. He then introduced his candidates for the Board.
Following the presentations, the Chair stated that the Board had proxies and own votes totaling 49.16% of the share capital represented at the General Meeting.
A debate on the composition of the Board then followed.
In accordance with s. 49 (6) of the Companies Act, the Chair reviewed the executive duties of the candidates in other Danish companies.
This was followed by a vote and after the count, the Chair reported the following results
| Mogens | 2,670,602 |
|---|---|
| Buschard: | votes |
| Tage | 2,685,098 |
| Bundgaard: | votes |
| Uffe | 2,659,955 |
| Jacobsen: | votes |
| Asger | 2,665,182 |
| Degn: | votes |
| Poul Erik Andersen: |
2,665,782 votes |
| Kurt | 2,667,940 |
| Bjørndal: | votes |
| Søren | 2,681,011 |
| Halsted: | votes |
| Steen | 2,296,252 |
| Bryde: | votes |
| Geir | 2,281,477 |
| Jansen: | votes |
| Mogens W. Sørensen: |
2,293,327 votes |
| Brian | 2,278,977 |
| Petersen: | votes |
| Mads | 2,273,227 |
| Roikjer: | votes |
| Klaus | 2,270,319 |
| Rasmussen: | votes |
| Jan | 2,278,377 |
| Fabricius: | votes |
The Chair was then able to note that the company's Board had been re-elected
- Any other business
Steen Bryde briefly commented on the results of the voting.
The Chair then noted that the Agenda had been dealt with.
In conclusion, the Chairman of the Board appealed to Steen Bryde to let the company have a period of calm in which the Board could use its time and energies on further developing the company to the benefit of all shareholders.
The chair closed the General Meeting at 17.10 hrs.
As Chair:
Attorney Henrik Møgelmose