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RomReal Ltd. — AGM Information 2015
Apr 27, 2015
8160_iss_2015-04-27_9f2b5433-ef5d-406c-b1ed-a21153dc3a69.pdf
AGM Information
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MINUTES of the 2015 Annual General Meeting of RomReal Ltd. (the "Company") held at Burnaby Building, 16 Burnaby Street, Hamilton HM11, Bermuda on 24 April 2015 at 1.00pm (local time).
| Present: | Represented by Proxy | Proxy Holder | Shares under Proxy |
|---|---|---|---|
| DnB NOR Bank ASA | Chairman | 12,962,559 | |
| Total number of shares: | 41,367,782 | ||
| Shares voted for: | 12,962,559 | ||
| Broker non-votes: | 28,405,223 | ||
| In attendance: | Kjetil Grønskag, Jonas Bjerg |
|---|---|
| Richard Hartley (Secretary) |
- Kjetil Grønskag took the Chair and Richard Hartley acted as Secretary to the meeting.
2. Notice and Quorum
The Chairman reported that Notice convening this meeting had been given in accordance with the Bye-laws of the Company and that a quorum was present.
3. Previous Minutes
RESOLVED that the minutes and written resolutions of the Members with effect from 24 April 2014, the date of the 2014 Annual General Meeting, to date, be confirmed as true and accurate.
4. Auditors' Report and Financial Statements
The Chairman placed before the meeting the Auditors' Report and Financial Statements for the financial year ended 31 December 2014, which had been approved by the Board of Directors.
RESOLVED that the Auditors' Report and Financial Statements for the financial year ended 31 December 2014, duly signed by all the Directors of the Company and presented at this meeting, be and are hereby adopted.
5. Appointment of Auditors
RESOLVED that Ernst & Young, Chartered Accountants, be and they are hereby re-appointed Auditors of the Company to hold office until the close of the next Annual General Meeting; and that the Board be and it is hereby authorised to determine the Auditors' remuneration.
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
|---|---|---|
| 12,962,559 | 0 | 0 |
6. Election of Directors
RESOLVED that:
(a) the number of Directors be not more than EIGHT (8);
| Vote FOR | Vote AGAINST | Vote ABSTAIN | |
|---|---|---|---|
| 12,962,559 | 0 | 0 |
(b) the following persons be and are hereby elected Directors of the Company to serve until the next Annual General Meeting of the Company or until their respective successors are elected or appointed:
Kjetil Gronskag Jonas N. Bjerg Arve Nilsson Lacramioara Isarescu Arne Reinemo
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
|---|---|---|
| 12,962,559 | 0 | 0 |
(c) the Board be and it is hereby authorised to fill any vacancy on the Board as and when it deems fit:
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
|---|---|---|
| 12,962,559 | 0 | 0 |
(d) the Board be and it is hereby authorised to appoint Alternate Directors as and when it deems fit:
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
|---|---|---|
| 12,962,559 | 0 | 0 |
(e) fees be payable to the Director(s) of EUR 1,500 per quarter. Directors Kjetil Grønskag, Jonas N. Berg and Arve Nilsson abstain from any fees in case they are being re-elected.
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
|---|---|---|
| 12,962,559 | 0 | 0 |
- There being no further business, the meeting terminated.
Kjetil Grønskag (Chairman) Jonas Bjerg