AGM Information • Jun 16, 2025
AGM Information
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Tristan Groves (as proxyholder)
Ms. Stephen confirmed that notice of the meeting had been duly given in accordance with the Company Bye-lawsandthat, as at 11 June 2025, being the record date for voting at the annual general meeting, there were 39,463,867 commonshares outstanding and entitled to vote at the meeting, and that proxy forms had been submitted covering 26,393,717 common shares. Ms. Stephen confirmed that a quorum wastherefore present for the purposes of conducting the business of the meeting. Ms. Stephen proceededto declare the meeting duly convened and was appointed Chairperson of this meeting.
The Chairperson described the voting process for the items contained on the meeting Agenda requiring Member approval, as previously distributed to the Members, and it was determined that each proposal reflected in the Agenda would be voted on, in accordance with Bye-Law 30.3, by a show of hands unless a poll vote was requested.
The consolidated financial statements reflecting the Company's performance for the year ended 31 December, 2024 and the report of its independent auditors, KPMG AS, which had been made available on the Company's website, were then presented at the meeting.
The first item for Member vote wasto elect the following four persons as directors of the Company, to hold office until the next Annual General Meeting of the Company or until their respective successors have been elected or appointed or their office is otherwise vacated:
Helene Odfjell, Director Alasdair Shiach, Director Victor Vadaneaux, Director Harald Thorstein, Director
This proposal passed in accordance with the following vote:
| FOR | AGAINST | ABSTAIN | TOTAL |
|---|---|---|---|
| 26,139,450 | 253,851 | 0 | 26,393,301 |
RESOLVED THATHelene Odfjell be and is hereby appointed as a Director of the Companyto hold office until the next Annual General Meeting of the Companyoruntil her successor has been elected or appointedorheroffice is otherwise vacated.
This proposal passedin accordance with the following vote:
| FOR | AGAINST | ABSTAIN | TOTAL |
|---|---|---|---|
| 26,348,332 | 44,969 | 0 | 26,393,301 |
RESOLVED THATAlasdair Shiach be and is hereby appointed as a Director of the Company to hold office until the next Annual General Meeting of the Companyor until his successor has been elected or appointed or his office is otherwise vacated.
This proposal passed in accordance with the following vote:
| FOR | AGAINST | ABSTAIN | TOTAL |
|---|---|---|---|
| 26,348,332 | 44,969 | 0 | 26,393,301 |
RESOLVED THAT Victor Vadaneaux be and is hereby appointed as a Director of the Company to hold office until the next Annual General Meeting of the Company or until his successor has been elected or appointed or his office is otherwise vacated.
This proposal passed in accordancewith the following vote:
| FOR | AGAINST | ABSTAIN | TOTAL |
|---|---|---|---|
| 24,363,200 | 2,030,101 | ) | 26,393,301 |
RESOLVED THATHarald Thorstein be and is hereby appointed as a Director of the Company to hold office until the next Annual General Meeting of the Company or until his successor has been elected or appointed or heroffice is otherwise vacated.
The second proposal for Member vote was the appointment of KPMG AS ("KPMG") as auditors of the Companyand authorisation for the Board of Directors to determine their remuneration.
This proposal passed in accordancewith the following vote:
| FOR | AGAINST | ABSTAIN | TOTAL |
|---|---|---|---|
| 26,293,301 | 100,000 | 0 | 26,393,301 |
RESOLVED THAT KPMGASbeandare hereby appointed as the auditors of the Companyuntil the conclusion of the next annual general meeting and the Company's Board of Directors be and is hereby authorised to determine their remuneration.
The third proposal for Membervote was the approval of the remuneration of the Company's Board of Directors up to a total amountof fees not to exceed 2.5M NOKof the year ended 30 June 2025.
| REMUNERATION DIRECTORS' |
|||
|---|---|---|---|
| The third proposal total amountof up to a Directors |
for Membervote was the approval to exceed fees not |
of remuneration the of 2.5M year NOK the |
Company's Board the of ended June 30 2025. |
| passed proposal This |
in accordancewith the following |
vote: | |
| FOR 26,393,301 |
AGAINST 0 |
ABSTAIN 0 |
TOTAL 26,393,301 |
| THATthe RESOLVED 2.5M to exceed fees not |
Company's remuneration the of for ended year 30 NOK the |
Board Directors of is June be 2025, and |
total amount up to a hereby approved. |
| REMUNERATION EXECUTIVE |
REPORT 2024 |
||
| The proposal fourth wasincluded which in the |
for Membervote was the approval Annual Report year for the |
Executive the of December2024. ended 31 |
Remuneration Report |
| passed proposal This |
in accordance the with following |
vote: |
RESOLVED THATthe remuneration of the Company's Board of Directors up to a total amount of fees not to exceed 2.5M NOK for the year ended 30 June 2025, be and is hereby approved.
The fourth proposal for Membervote was the approval of the Executive Remuneration Report 2024 which wasincluded in the Annual Report for the year ended 31 December2024.
| FOR | AGAINST | ABSTAIN | TOTAL |
|---|---|---|---|
| 23,890,992 | 2,902,309 | 0 | 26,393,301 |
RESOLVEDTHATthe Executive Remuneration Report 2024 be and is hereby approved.
There being no further business, the Chairperson declared the meeting closed.
\ (Dac Cd
Didne Stephen : Chairperson
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