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Ocean Sun
AGM Information • May 6, 2025
3698_rns_2025-05-06_3307a9be-dd44-497d-a59c-3a2a64dbc28d.pdf
AGM Information
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MINUTES OF ANNUAL GENERAL MEETING IN OCEAN SUN AS (Reg. No. 917 619 751)
On Tuesday 6 May 2025 at 10:00 (CEST) the Annual General Meeting of Ocean Sun AS was held at Vollsveien 4, 1366 Lysaker, Norway
1. OPENING OF THE MEETING AND REGISTRATION OF ATTENDING SHAREHOLDERS AND PROXIES
The chairperson of the board, May Kristin Salberg, declared the general meeting open.
The record regarding attendance by the shareholders showed that 33,355,801 of the company's total of 44,986,200 shares were represented, including by way of prior electronically voting and proxy votes. Thus, 74.15% 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.
2. ELECTION OF THE CHAIRPERSON OF THE MEETING AND AT LEAST ONE PERSON TO SIGN THE MINUTES TOGETHER WITH THE CHAIRPERSON
The general meeting adopted the following resolution:
Chair of the Board, May Kristin Salberg is elected as chairperson of the meeting, Kristian Tørvold is appointed to sign the minutes of meeting together with the chairman.
3. APPROVAL OF THE NOTICE OF THE MEETING AND THE AGENDA
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.
4. APPROVAL OF THE ANNUAL ACCOUNTS AND ANNUAL REPORT FOR THE FINANCIAL YEAR 2024
Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:
"The Company's annual accounts and annual report, for the financial year 2024 are approved, including the Board's proposal not to distribute dividends for the financial year 2024."
5. APPROVAL OF THE AUDITOR'S FEE
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 2024.
6. APPROVAL OF NEW AUDITOR
Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:
RSM Norge AS is elected as the Company's auditor
7. ELECTION OF BOARD MEMBERS
Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:
- I. May Kristin Salberg is re-elected as Chair of the Board for a period of one year.
- II. Kristin Åbyholm is re-elected as a member of the Board for a period of one year.
- III. Tron Engebrethsen is re-elected as a member of the Board for a period of one year.
- IV. Trond Moengen is re-elected as a member of the Board for a period of one year.
The board shall thereafter consist of:
- May Kristin Salberg (chairperson)
- Kristin Åbyholm
- Tron Engebrethsen
- Trond Moengen.
8. APPROVAL OF REMUNERATION OF THE MEMBERS OF THE BOARD
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 the annual general meeting in 2025 to the annual general meeting in 2026:
- Chairperson of the board of directors: NOK 350 000.
- All other board members: NOK 150 000 each.
9. BOARD AUTHORISATION TO INCREASE THE SHARE CAPITAL - GENERAL
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 44,986.20 through one or several share capital increases.
The authorization may be used for the following purposes: (i) To strengthen the Company's balance sheet and for general corporate purposes, (ii) In connection with investments, mergers and acquisitions, (iii) To manage the Company's existing share option agreement with employees.
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.
Office Translation This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian
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 2026 but shall in any event expire at the latest on 30 June 2026.
The Board is at the same time given authorization to make the necessary amendments to the articles of association on execution of the authorization.
10. BOARD AUTHORISATION TO INCREASE THE SHARE CAPITAL - CONDITIONED
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 44,986.20 through one or several share capital increases.
The authorization may be used for the following purposes: (i) To strengthen the Company's balance sheet.
In order to limit shareholder dilution, minimum share price in a direct issue shall be NOK 2.0 per share
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 2026 but shall in any event expire at the latest on 30 June 2026.
The Board is at the same time given authorization to make the necessary amendments to the articles of association on execution of the authorization.
Office Translation This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian
***
There were no more items on the agenda and the general meeting was adjourned.
Lysaker, May 6, 2025
________________________ ________________________
May Kristin Salberg Kristian Tørvold
Appendix 1:
List of participating shareholders and voting results
Docusign Envelope ID: BA161D61-AB33-4C40-B065-18E1198D42C6
Office Translation This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian
| :NISI | NO0010887565 OCEAN SUN AS | ||
|---|---|---|---|
| General meeting date: 06/05/2025 10.00 | |||
| Foday: | 06.05.2025 |
| 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 own shares | 6,040,754 | 13.44 % |
| Represented by advance vote | 12,031,359 | 26.76 % |
| Sum own shares | 18,072,113 40.20 % | |
| Represented by proxy | 8,957,588 | 19.93 % |
| Represented by voting instruction | 6,326,100 | 14.07 % |
| Sum proxy shares | 15,283,688 | 34.00 % |
| Total represented with voting rights | 33,355,801 | 74.20 % |
| Total represented by share capital | 33,355,801 | 74.15 % |
Docusign Envelope ID: BA161D61-AB33-4C40-B065-18E1198D42C6
Office Translation
This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian
| ISIN: | NO0010887565 OCEAN SUN AS | |||||
|---|---|---|---|---|---|---|
| General meeting date: 06/05/2025 10.00 | ||||||
| Today : | 06.05.2025 | |||||
| Shares class | Por | 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 | ||||||
| Ordinar | 23,911,401 | 0 | 23,911,401 | 9,444,400 | 0 | 33,355,801 |
| votes cast in % | 100-00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 71.69 % | 0.00 % | 71.60 % | 28.31 % | 0.00 % | |
| total sc in % | 23,15 % | 0.00 % | 53.15 % | 20.99 % | 0.00 % | |
| Total | 23,911,401 | 0 23,911,401 | 9,444,400 | 0 | 33,355,801 | |
| Agenda item 3 Approval of the notice of the meeting and the agenda | ||||||
| Ordinar | 23,911,401 | 0 | 23,911,401 | 9,444,400 | 0 | 33,355,801 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in 1/2 | 71.69 % | 0.00 % | 71.69 % | 28.31 % | 0.00 % | |
| total sc in % | 53.15 % | 0.00 % | 53.15 % | 20.99 % | 0.00 % | |
| Total | 23,911,401 | 0 | 23,911,401 | 9,444,400 | 0 | 33,355,801 |
| Agenda item 4 Approval of the annual accounts and board report for the financial year 2024 | ||||||
| Ordinay | ||||||
| wates cast in 1/2 | 23,911,401 100.00 % |
0 0.00 % |
23,911,401 | 9,444,400 | 0 | 33,355,801 |
| 0.00 % | ||||||
| representation of sc in 1/2 | 71.69 % | 0.00 % | 71.69 % | 28.31 % | 0.00 % | |
| total sc in % | 53.15 % | 0.00 % | 53.15 % | 20.99 No | 0.00 % | |
| Total | 23,911,401 | 0 | 23,911,401 | 9,444,400 | 0 | 33,355,801 |
| Agenda item 5 Approval of the auditor's fee | ||||||
| Ordinaer | 23,911,401 | 0 | 23,911,401 | 9,444,400 | 0 | 33,355,801 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 71.69 % | 0.00 % | 71.69 % | 28.31 % | 0.00 % | |
| total sc in % | 53,15 % | 0.00 % | 53.15 % | 20.99 % | 0.00 % | |
| Total | 23,911,401 | 0 | 23,911,401 | 9,444,400 | 0 | 33,355,801 |
| Agenda item 6 Approval of new auditor | ||||||
| Ordinaer | 32,738,308 | 617,493 | 33,355,801 | 0 | 0 | 33,355,801 |
| votes cast in % | 98.15 % | 1.85 % | 0.00 % | |||
| representation of scin % | 98.15 % | 1.85 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 72.77 % | 1.37 % | 74.15 % | 0.00 % | 0.00 % | |
| Total | 32,738,308 | 617,493 33,355,801 | 0 | 0 | 33,355,801 | |
| Agenda item 7a Election of board members - Re-election of May Kristin Salberg as Chair of the Board for a period | ||||||
| of one year | ||||||
| Ordinaer | 23,911,401 | 9,444,400 | 33,355,801 | 0 | 0 | 33,355,801 |
| wotes cast in 5% | 71.69 % | 28.31 % | 0.00 % | |||
| representation of sc in % | 71.69 % | 28.31 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 53.15 % | 20.99 % | 74.15 % | 0.00 % | 0.00 % | |
| Total | 23,911,401 | 9,444,400 | 33,355,801 | 0 | 0 | 33,355,801 |
| Agenda item 7b Re-election of Kristin Abyholm as a member of the Board for a period of one year. | ||||||
| Ordinacr | 23,911,401 | 9,444,400 | 33,355,801 | 0 | D | 33,355,801 |
| votes cast in 1% | 71.69 % | 28.31 % | 0.00 % | |||
| representation of sc in % | 71.69 % | 28.31 % | 100.00 % | 0.00 % | 0.00 % | |
| ed ril 35 la % | 53.15 % | 20.99 % | 74.15 % | 0.00 % | 0.00 % | |
| Total | 23,911,401 9,444,400 33,355,801 | 0 | 0 | |||
| 33,355,801 | ||||||
| Agenda item 7c Re-election of Tron Engebrethsen as a member of the Board for a period of one year. | ||||||
| Ordinaer | 23,911,401 | 0 | 23,911,401 | 9,444,400 | 0 | 33,355,801 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 71.69 % | 0.00 % | 71.69 % | 28.31 % | 0.00 % | |
| total sc in % | 53.15 % | 0.00 % | 53.15 % | 20.99 % | 0.00 % | |
| Total | 23,911,401 | 0 23,911,401 | 9,444,400 | 0 | 33,355,801 | |
| Agenda item 7d Re-election of Trond Moengen as a member of the Board for a period of one year. | ||||||
| Ordinaer | 23,911,401 | 0 | 23,911,401 | 9,444,400 | 0 | 33,355,801 |
| Worlds rast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 71.69 % | 0.00 % | 71.69 % | 28.31 % | 0.00 % | |
| total sc in 9% | 53,15 % | 0.00 % | 53.15 % | 20.99 % | 0.00 % |
Docusign Envelope ID: BA161D61-AB33-4C40-B065-18E1198D42C6
Office Translation
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 |
|
|---|---|---|---|---|---|---|
| Agenda item S Approval of remuneration of the members of the Board | ||||||
| Ordinay | 23,909,901 | 9,444,400 | 33,354,301 | 1,500 | 0 | 33.355.801 |
| votes cast in % | 71.69 % | 28.32 % | 0.00 % | |||
| representation of sc in % | 71.68 % | 28.31 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in 9% | 53.15 % | 20.99 % | 74.14 % | 0.00 % | 0.00 % | |
| Total | 23,909,901 | 9,444,400 33,354,301 | 1,500 | 0 | 33,355,801 | |
| Agenda Item 9 Board authorisation to Increase the share capital - General | ||||||
| Ordinater | 23,911,401 | 0 | 23,911,401 | 9,444,400 | 0 | 33,355,801 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 71.69 % | 0.00 % | 71.69 % | 28.31 % | 0.00 % | |
| total sc in % | 53.15 % | 0.00 % | 53.15 % | 20.99 % | 0.00 % | |
| Total | 23,911,401 | 0 23,911,401 9,444,400 | 0 | 33,355,801 | ||
| Agenda item 10 Board authorisation to increase the share capital - Conditioned | ||||||
| Ordinar | 23,293,908 | 10,061,893 | 33,355,801 | = | 0 | 33,355,801 |
| votes cast in 1/5 | 69.84 % | 30.17 % | 0.00 % | |||
| representation of sc in % | 69.84 % | 30.17 % | 100.00 % | 0.00 % | 0.00 % | |
| total sciin % | 51.78 % | 22.37 % | 74.15 % | 0.00 % | 0.00 % | |
| Total | 23,293,908 | 10,061,893 33,355,801 | 0 | 0 | 33,355,801 |