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Philly Shipyard — AGM Information 2016
Feb 1, 2016
3713_iss_2016-02-01_e5788a0b-c169-46e7-892a-9dd2bccd50fe.pdf
AGM Information
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Unauthorized translation. In the event of any discrepancy between the Norwegian and English text, the Norwegian takes precedence.
MINUTES OF
EXTRAORDINARY GENERAL MEETING IN
PHILLY SHIPYARD ASA
On Monday February 1, 2016 at 14:00 an Extraordinary General Meeting in Philly Shipyard ASA was held at Advokatfirmaet BA-HR DA, Tjuvholmen Allé 16, 0252 Oslo.
The following items were on the agenda:
1. OPENING OF THE EXTRAORDINARY GENERAL MEETING, INCLUDING APPROVAL OF THE NOTICE AND AGENDA
The Extraordinary General Meeting was opened and chaired by attorney Pernille Woxen Burum, appointed by the Board of Directors and the Chairman of the Board to open and chair the General Meeting.
The record of attending shareholders showed that 10,533,586 shares, corresponding to 83.77% of the shares were represented. The list of attending shareholders is set out on page 3. The voting result for each respective item is set out on page 4.
No objections were made to the notice and the agenda, and the General Meeting was declared duly constituted.
2. ELECTION OF A PERSON TO CO-SIGN THE MINUTES ALONG WITH THE MEETING CHAIR
Vanessa Kalvenes was elected to co-sign the minutes along with the meeting chair.
3. ELECTION OF NEW CHAIRMAN OF THE BOARD
The General Meeting adopted the following resolution:
Kristian Røkke shall resign from the Board of Directors.
In accordance with the proposal from the Nomination Committee, Jim Miller is elected as Chairman of the Board for a period up to the Company's annual general meeting in 2018.
The Board of Directors of Philly Shipyard ASA will then consist of the following members:
Jim Miller (Chairman) Audun Stensvold (Deputy Chairman) Elin Karfjell Amy Humphreys
* * *
There were no further items on the agenda. The Chairman of the meeting thanked the participants for their attendance, and the General Meeting was thereafter adjourned.
Oslo, February 1, 2016
(sign.) (sign.) Pernille Woxen Burum, Chairman Vanessa Kalvenes, co-signer
Total Represented
| ISIN: | NO0010395577 PHILLY SHIPYARD ASA |
|---|---|
| General meeting date: 01/02/2016 14.00 | |
| Today: | 01.02.2016 |
Number of persons with voting rights represented/attended: 2
| Number of shares % sc | ||
|---|---|---|
| Total shares | 12,574,766 | |
| - own shares of the company | 466,865 | |
| Total shares with voting rights | 12,107,901 | |
| Represented by own shares | 300 | $0.00 \%$ |
| Represented by advance vote | 7,240,841 | 59.80 % |
| Sum own shares | 7,241,141 59.81 % | |
| Represented by proxy | 40,121 | 0.33% |
| Represented by voting instruction | 3,252,324 26.86 % | |
| Sum proxy shares | 3,292,445 27.19 % | |
| Total represented with voting rights | 10,533,586 87.00 % | |
| Total represented by share capital | 10,533,586 83.77 % |
| Registrar for the company: | Signature company: |
|---|---|
| DNB Bank ASA | PHILLY SHIPYARD ASA |
Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contr
$\bar{\sigma}$
Protocol for general meeting PHILLY SHIPYARD ASA
| ISIN: | NO0010395577 PHILLY SHIPYARD ASA |
|---|---|
| General meeting date: 01/02/2016 14.00 | |
| Today: | 01.02.2016 |
| Shares class | FOR | Against Poll in | Abstain Poll not registered Represented shares with voting rights |
||||
|---|---|---|---|---|---|---|---|
| Agenda item 1 Opening of the extraordinary general meeting, including approval of the notice and agenda | |||||||
| Ordinær | 10,533,586 | $\bf{0}$ | 10,533,586 | 0 | $\Omega$ | 10,533,586 | |
| 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 % | 83.77 % | $0.00 \%$ | 83.77 % | $0.00 \%$ | 0.00% | ||
| Total | 10,533,586 | 0 10,533,586 | $\mathbf 0$ | o | 10,533,586 | ||
| Agenda item 2 Election of a person to co-sign meeting minutes along with meeting chair. | |||||||
| Ordinær | 10,533,586 | 0 | 10,533,586 | $\Omega$ | $\Omega$ | 10,533,586 | |
| 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 % | 83.77 % | $0.00 \%$ | 83.77 % | $0.00 \%$ | 0.00% | ||
| Total | 10,533,586 | 0 10,533,586 | $\bf{o}$ | 0 | 10,533,586 | ||
| Agenda item 3 Election of new Chairman of the Board. | |||||||
| Ordinær | 10,533,586 | $\Omega$ | 10,533,586 | 0 | $\Omega$ | 10,533,586 | |
| 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 % | 83.77 % | $0.00 \%$ | 83.77 % | 0.00% | $0.00 \%$ | ||
| Total | 10,533,586 | $\mathbf{0}$ | 10,533,586 | $\mathbf 0$ | 0 | 10,533,586 |
Registrar for the company:
Signature company: PHILLY SHIPYARD ASA
DNB Bank ASA
Share information
| Name | Total number of shares Nominal value Share capital | Voting rights | |
|---|---|---|---|
| Ordinær | 12,574,766 | 10.00 125,747,660.00 Yes | |
| Sum: |
§ 5-17 Generally majority requirement requires majority of the given votes
§ 5-18 Amendment to resolution
Requires two-thirds majority of the given votes like the issued share capital represented/attended on the general meeting