AGM Information • May 20, 2021
AGM Information
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On Thursday 20 May 2021 at 10:00 (CEST) the Annual General Meeting of Ocean Sun AS was held at Widerøveien 5, 1360 Fornebu, Norway
Thomas Moe Børseth declared the general meeting open.
The record regarding attendance by the shareholders showed that 24,743,359 of the company's total of 44,986,200 shares were represented, including by way of prior electronically voting and proxy votes. Thus, 55.0% of the total share capital participated in the general meeting. The list of participating shareholders and the voting results for the agenda items are enclosed to these minutes as appendix 1.
The general meeting adopted the following resolution:
Chairman of the Board, Thomas Moe Børseth is elected as chairperson of the meeting, and Børge Bjørneklett is appointed to sign the minutes of meeting together with the chairman.
Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:
The notice of the meeting and the agenda are approved.
Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:
The Company's annual accounts for the financial year 2020 and the Company's annual report, for the financial year 2020 are approved, including the Board's proposal not to distribute dividends for the financial year 2020.
Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:
The general meeting approves the auditor's remuneration in accordance with invoice for audit and audit related services for the financial year 2020.
Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:
III. Re-election of Brian Glover as a member of the Board for a period of one year. IV. Re-election of Børge Bjørneklett as a member of the Board for a period of one year.
The board shall thereafter consist of:
Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:
The members of the Board of Directors shall receive the following remuneration:
For the period from 1st January 2021 until the annual general meeting in 2021:
For the period from the annual general meeting in 2021 to the annual general meeting in 2022:
Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:
The Board is granted authorization to increase the share capital with up to NOK 44,986 through one or several share capital increases.
The authorization may be used for the following purposes:
The Board decides the other terms and conditions for the share capital increase. Shares may be issued in exchange for cash settlement or contribution in kind, including in connection with mergers, and the authorization gives the right to incur specific obligations on behalf of the Company, cf. section 10-2 of the Norwegian Private Limited Companies Act.
The existing shareholders' preferential rights to subscribe for shares may be waived by the Board in connection with the effectuation of this authorization.
This authorization is valid from the time of registration with the Norwegian Register of Business Enterprises and expires at the annual general meeting in 2022, but shall in any event expire at the latest on 30 June 2022.
The Board is at the same time given authorization to make the necessary amendments to the articles of association on execution of the authorization. This authorization replaces the authorization to increase the share capital granted by the extraordinary general meeting held on the 2nd of October 2020.
Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:
The board is authorized to acquire own shares in the Company on one or more occasions up to an aggregate nominal value of NOK 22,493.
The highest and lowest purchase price for each share shall be NOK 100 and NOK 0.01, respectively. The board is free to decide the method of acquisition and disposal of the company's shares.
The authorization is valid from the time of registration with the Norwegian Register of Business Enterprises and expires at the annual general meeting in 2022, though at the latest on 30 June 2022.
The authorisation shall replace any previously granted authorisations for acquisition of own shares.
***
There were no more items on the agenda and the general meeting was adjourned.
Fornebu, May 20, 2021
________________________ ________________________
Thomas Moe Børseth Børge Bjørneklett
Appendix 1:
List of participating shareholders and voting results
| ISIN: | NO0010887565 OCEAN SUN AS |
|---|---|
| General meeting date: 20/05/2021 10.00 | |
| Today: | 20.05.2021 |
| Number of shares % sc | ||
|---|---|---|
| Total shares | 44,986,200 | |
| - own shares of the company | 30,000 | |
| Total shares with voting rights | 44,956,200 | |
| Represented by advance vote | 21,114,025 | 46.97 % |
| Sum own shares | 21,114,025 46.97 % | |
| Represented by proxy | 370,144 | 0.82% |
| Represented by voting instruction | 3,259,190 | 7.25 % |
| Sum proxy shares | 3,629,334 | 8.07% |
| Total represented with voting rights | 24,743,359 | 55.04 % |
| Total represented by share capital | 24,743,359 | 55.00 % |
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| ISIN: | NO0010887565 OCEAN SUN AS | |||||
|---|---|---|---|---|---|---|
| General meeting date: 20/05/2021 10.00 | ||||||
| Today: | 20.05.2021 | |||||
| Shares class | FOR | Against | Poll in | Abstain Poll not registered Represented shares with voting rights |
||
| Agenda item 2. Election of the chairperson of the meeting and at least one person to sign the minutes together with the chairperson |
||||||
| Ordinær | 24,743,359 | 0 | 24,743,359 | 0 | 0 | 24,743,359 |
| 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 % | 55.00 % | 0.00 % | 55.00 % | 0.00 % | 0.00 % | |
| Total | 24,743,359 | 0 24,743,359 | 0 | 0 | 24,743,359 | |
| Agenda item 3. Approval of the notice of the meeting and the agenda | ||||||
| Ordinær | 24,743,359 | 0 | 24,743,359 | 0 | 0 | 24,743,359 |
| 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 % | 55.00 % | 0.00 % | 55.00 % | 0.00 % | 0.00% | |
| Total | 24,743,359 | 0 24,743,359 | o | 0 | 24,743,359 | |
| Agenda item 4. Approval of the annual accounts and board report for the financial year 2020 | ||||||
| Ordinær | 24,743,359 | 0 | 24,743,359 | 0 | 0 | 24,743,359 |
| 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 % | 55.00 % | 0.00 % | 55.00 % | 0.00 % | 0.00% | |
| Total | 24,743,359 | $\mathbf{0}$ | 24,743,359 | ۰ | 0 | 24,743,359 |
| Agenda item 5. Approval of the auditors fee | ||||||
| Ordinær | 24,024,811 | 718,548 | 24,743,359 | 0 | 0 | 24,743,359 |
| votes cast in % | 97.10 % | 2.90 % | 0.00 % | |||
| representation of sc in % | 97.10 % | 2.90% | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 53.41 % | 1.60 % | 55.00 % | 0.00% | 0.00% | |
| Total | 24,024,811 718,548 24,743,359 | o | o | 24,743,359 | ||
| Agenda item 6.a Election of board members: Re-election of Thomas Moe Børseth as Chairman of the Board for | ||||||
| a period of one year | ||||||
| Ordinær | 24,024,811 | 718,548 | 24,743,359 | 0 | 0 | 24,743,359 |
| votes cast in % | 97.10 % | 2.90% | 0.00 % | |||
| representation of sc in % | 97.10 % | 2.90 % | 100.00 % | 0.00 % | $0.00 \%$ | |
| total sc in % | 53.41 % | 1.60 % | 55.00 % | 0.00 % | $0.00\%$ | |
| Total | 24,024,811 718,548 24,743,359 | 0 | 0 | 24,743,359 | ||
| Agenda item 6.b Election of board members: Re-election of Arnt Emil Inglustad as a member of the Board for | ||||||
| a period of one year | ||||||
| Ordinær | 24,024,811 | 718,548 | 24,743,359 | 0 | 0 | 24,743,359 |
| votes cast in % | 97.10 % | 2.90% | 0.00 % | |||
| representation of sc in % | 97.10 % | 2.90 % | 100.00 % | 0.00 % | $0.00 \%$ | |
| total sc in % | 53.41 % | 1.60 % | 55.00 % | 0.00 % | $0.00\%$ | |
| Total | 24,024,811 718,548 24,743,359 | o | o | 24,743,359 | ||
| Agenda item 6.c Election of board members: Re-election of Brian Glover as a member of the Board for a period of one year |
||||||
| Ordinær | 24,024,811 718,548 24,743,359 | 0 | 0 | 24,743,359 | ||
| votes cast in % 97.10 % | 2.90 % | $0.00 \%$ |
This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian
| Shares class | FOR | Against | Poll in | Abstain Poll not registered Represented shares with voting rights |
|||
|---|---|---|---|---|---|---|---|
| total sc in % | 53.41% | 1.60% | 55.00 % | 0.00 % | 0.00% | ||
| Total | 24,024,811 718,548 24,743,359 | o | o | 24,743,359 | |||
| Agenda item 6.d Election of board members: Re-election of Børge Bjørneklett as a member of the Board for a | |||||||
| period of one year | |||||||
| Ordinær | 23,957,669 | 785,690 | 24,743,359 | 0 | 0 | 24,743,359 | |
| votes cast in % | 96.83% | 3.18 % | 0.00 % | ||||
| representation of sc in % | 96.83% | 3.18% | 100.00 % | 0.00% | 0.00% | ||
| total sc in % | 53.26 % | 1.75 % | 55.00 % | 0.00% | 0.00% | ||
| Total | 23,957,669 785,690 24,743,359 | 0 | o | 24,743,359 | |||
| Agenda item 7. Approval of remuneration of the members of the Board | |||||||
| Ordinær | 24,743,159 | 0 | 24,743,159 | 200 | 0 | 24,743,359 | |
| 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 % | 55.00 % | 0.00 % | 55.00 % | 0.00% | 0.00% | ||
| Total | 24,743,159 | 0 | 24,743,159 | 200 | o | 24,743,359 | |
| Agenda item 8. Board authorisation to increase the share capital | |||||||
| Ordinær | 24,743,159 | 200 | 24,743,359 | 0 | 0 | 24,743,359 | |
| 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 % | 55.00 % | 0.00 % | 55.00 % | 0.00 % | 0.00% | ||
| Total | 24,743,159 | 200 | 24,743,359 | o | o | 24,743,359 | |
| Agenda item 9. Board authorisation to acquire own shares | |||||||
| Ordinær | 24,743,159 | 0 | 24,743,159 | 200 | 0 | 24,743,359 | |
| 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 % | 55.00 % | 0.00% | 55.00 % | 0.00 % | 0.00% | ||
| Total | 24,743,159 | $\mathbf{0}$ | 24,743,159 | 200 | 0 | 24,743,359 |
| Name | Total number of shares Nominal value Share capital Voting rights | |||
|---|---|---|---|---|
| Ordinær | 44,986,200 | 0.01 | 449,862.00 Yes | |
| Sum: |
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