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Philly Shipyard — AGM Information 2010
Apr 13, 2010
3713_rns_2010-04-13_8a900c1b-e7d2-41f9-974f-c29b472a2d74.pdf
AGM Information
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Office Translation
This translation is for information purpose only. Legal authenticity remains with the original document
MINUTES FROM THE ANNUAL GENERAL MEETING
On Tuesday, 13 April 2010 at 9:00 a.m. the annual general meeting in Aker Philadelphia Shipyard ASA was held at the premises of Felix Konferansesenter, Bryggetorget 3, 0250 Oslo.
1. Opening of the annual general meeting, including election of person to co-sign the minutes of meeting together with the chairman of the meeting
The annual general meeting was opened and chaired by Karl Erik Kjelstad.
The company’s auditor, the auditing firm KPMG, represented by certified public accountant Asbjørn Næss, and DnB NOR Verdipapirservice attended the meeting.
The record of attending shareholders showed that 5 112 750 of the company’s total of 10,165,305 shares were represented, which correspond to approximately 50.30 per cent of the share capital. The list of attending shareholders is enclosed with these minutes as Appendix 1.
Niels Georg Holm was unanimously elected to co-sign the minutes of the general meeting together with the chairman of the meeting.
No objections were made to the meeting call and the general meeting was declared duly constituted.
2. General items
2.1 Presentation of the business activities
Audun Stensvold gave a presentation of the business activities, the important occurrences in the group in 2009 and the main figures from the annual accounts for 2009.
After the presentation, the chairman of the meeting opened for questions and comments.
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Office Translation
This translation is for information purpose only. Legal authenticity remains with the original document
2.2 Approval of the annual accounts for 2009 for Aker Philadelphia Shipyard ASA, the group consolidated accounts and the annual report
The general meeting unanimously resolved to approve the annual accounts for 2009 for Aker Philadelphia Shipyard ASA, the group consolidated accounts and the annual report.
2.3 Determination of remuneration to the members of the Board of Directors
In accordance with the proposal from the nomination committee, the general meeting unanimously resolved that the remuneration for the period 2009-2010 to the Board of Directors shall be set as follows:
- NOK 300,000 to the Chairman of the Board
- NOK 200,000 to each of the remaining Board members
2.4 Determination of remuneration for the members of the nomination committee
In accordance with the proposal from the nomination committee, the general meeting unanimously resolved that the remuneration for the period 2009 – 2010 shall be set as follows:
- NOK 30,000 to each member
2.5 Approval of auditor’s fees
The general meeting unanimously resolved to approve the auditor’s fees of NOK 310,000 (USD 53,801) for the audit of Aker Philadelphia Shipyard ASA in 2009.
2.6 Consideration of the statement from the Board of Directors on determination of salary and other remuneration to the company’s executive personnel
The general meeting unanimously resolved to endorse the Board of Directors’ statement included in note 24 to the consolidated accounts on page 48-49 of the annual report (English version), and to approve the remuneration proposed by the Board of Directors.
2.7 Election of Board members
In accordance with the proposal from the nomination committee, the general meeting unanimously resolved to elect the following representatives as Board members for an election period of two years:
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Office Translation
This translation is for information purpose only. Legal authenticity remains with the original document
- Amy Humphreys
- Audun Stensvold
The Board of Directors of Aker Philadelphia Shipyard ASA will then consist of the following members elected by the shareholders:
- Karl Erik Kjelstad (Chairman)
- Amy Humphreys
- Elin Karfjell
- Mark Singel
- Audun Stensvold
3. Amendment of the Articles of Association
In accordance with the proposal from the Board of Directors, the general meeting unanimously resolved to amend the Articles of Association as follows:
“Section 8 of the Articles of Association is amended as follows:
Notice of the General Meeting shall be made by written notification to all shareholders with a known address.
Provided documents concerning items to be discussed at the General Meeting are made available at the company’s web-site, the requirement of mailing the documents to the shareholders does not apply. This also applies for documents which, according to the law, shall be included in or attached to the Notice of General Meeting. Despite this, each shareholder is entitled to request that the documents concerning items to be discussed at the General Meeting are mailed.
The company may set a deadline in the Notice of General Meeting for registration of attendance to the General Meeting, which shall not fall earlier than five (5) days prior to the General Meeting.
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Office Translation
This translation is for information purpose only. Legal authenticity remains with the original document
The Board can decide that the shareholders shall be able to cast votes in writing, including by electronic communication, in a period prior to the General Meeting. For such voting an adequate method to authenticate the sender shall be used.
The Chairman of the Board or a person designated by him shall preside at the General Meeting. The Annual General Meeting shall discuss and decide on the following matters:
a) Approval of the annual accounts and the annual report, including distribution of dividend, if any.
b) Other matters that pursuant to law or the Articles of Association fall under the authority of the general meeting."
No further items being on the agenda, the annual general meeting was adjourned.
Oslo, 13 April 2010
| Karl Erik Kjelstad | Niels Georg Holm |
|---|---|
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