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Odfjell Technology AGM Information 2026

Jun 16, 2026

9908_rns_2026-06-16_d736cb06-49ed-4c59-ac8d-5d0e8a92fb55.pdf

AGM Information

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Odfjell Technology Ltd
2026 Annual General Meeting

MINUTES of the 2026 Annual General Meeting of the Members of

Odfjell Technology Ltd

(the "Company")

held at Prime View, Prime Four Business Park, Kingswell, Aberdeen, AB15 8PU,
Scotland, United Kingdom on 16 June 2026 at 9.30 a.m.

PRESENT:
Diane Stephen (Chairman/proxyholder)
Gillian Basson (as proxyholder)

Ms. Stephen confirmed that notice of the meeting had been duly given in accordance with the Company Bye-laws and that, as at 11 June 2026, being the record date for voting at the annual general meeting, there were 39,463,867 common shares outstanding and entitled to vote at the meeting, and that proxy forms had been submitted covering 27,181,010 common shares. She confirmed that a quorum was therefore present for the purposes of conducting the business of the meeting. Ms. Stephen proceeded to declare the meeting duly convened and was appointed Chairman of this meeting.

The Chairman 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, 2025 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.

RESOLUTIONS:

1. APPOINTMENT OF DIRECTORS

The first item for Member vote was to elect the following four (4) 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
  • Niels Carter Kirk, Director

(a) ELECTION OF HELENE ODFJELL AS DIRECTOR

This proposal passed in accordance with the following vote:

FOR AGAINST ABSTAIN TOTAL
26,635,368 545,642 - 27,181,010

RESOLVED THAT Helene Odfjell 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 her successor has been elected or appointed or her office is otherwise vacated.

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Odfjell Technology Ltd
2026 Annual General Meeting

(b) ELECTION OF ALASDAIR SHIACH AS DIRECTOR

This proposal passed in accordance with the following vote:

| FOR
27,177,548 | AGAINST
3,462 | ABSTAIN
- | TOTAL
27,181,010 |
| --- | --- | --- | --- |

RESOLVED THAT Alasdair Shiach 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.

(c) ELECTION OF VICTOR VADANEAUX AS DIRECTOR

This proposal passed in accordance with the following vote:

| FOR
27,177,548 | AGAINST
3,462 | ABSTAIN
- | TOTAL
27,181,010 |
| --- | --- | --- | --- |

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.

(d) ELECTION OF NIELS CARTER KIRK AS DIRECTOR

This proposal passed in accordance with the following vote:

| FOR
27,088,797 | AGAINST
92,213 | ABSTAIN
- | TOTAL
27,181,010 |
| --- | --- | --- | --- |

RESOLVED THAT Niels Carter Kirk 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 her successor has been elected or appointed or her office is otherwise vacated.

2. APPOINTMENT OF AUDITOR

The second proposal for Member vote was the appointment of KPMG AS ("KPMG") as auditors of the Company and authorization for the Board of Directors to determine their remuneration.

This proposal passed in accordance with the following vote:

| FOR
27,181,010 | AGAINST
- | ABSTAIN
- | TOTAL
27,181,010 |
| --- | --- | --- | --- |

RESOLVED THAT KPMG AS be and are hereby appointed as the auditors of the Company until the conclusion of the next annual general meeting and the Company's Board of Directors be and is hereby authorised to determine their remuneration.

3. DIRECTORS' REMUNERATION

The third proposal for Member vote was the approval of the remuneration of the Company's Board of Directors up to a total amount of fees not to exceed 2.5M NOK of the year ended 30 June 2026.

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Odfjell Technology Ltd
2026 Annual General Meeting

This proposal passed in accordance with the following vote:

| FOR
27,181,010 | AGAINST
- | ABSTAIN
- | TOTAL
27,181,010 |
| --- | --- | --- | --- |

RESOLVED THAT the 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 2026, be and is hereby approved.

4. EXECUTIVE REMUNERATION REPORT 2025

The fourth proposal for Member vote was the approval of the Executive Remuneration Report 2025 which had previously been distributed to the Members.

This proposal passed in accordance with the following vote:

| FOR
24,691,019 | AGAINST
2,489,991 | ABSTAIN
- | TOTAL
27,181,010 |
| --- | --- | --- | --- |

RESOLVED THAT the Executive Remuneration Report 2025 be and is hereby approved.

5. EXECUTIVE REMUNERATION POLICY AMENDMENT

The fifth proposal for Member vote was the approval of an amendment to the Executive Remuneration Policy to include a share option program for executive management that also extends to certain other executives.

This proposal passed in accordance with the following vote:

| FOR
24,691,019 | AGAINST
2,489,991 | ABSTAIN
- | TOTAL
27,181,010 |
| --- | --- | --- | --- |

RESOLVED THAT the Executive Remuneration Policy be and is hereby approved.

6. CLOSE

There being no further business, the Chairman declared the meeting closed.

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