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RomReal Ltd. — AGM Information 2016
Apr 25, 2016
8160_iss_2016-04-25_50fca7a1-5a49-4637-9834-691df835c83a.pdf
AGM Information
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MINUTES of the 2016 Annual General Meeting of RomReal Ltd. (the "Company") held at Burnaby Building, 16 Burnaby Street, Hamilton HM11, Bermuda on 22 April 2016 at 1.00pm (local time).
| Present: | Represented by Proxy | Proxy Holder | Shares under Proxy |
|---|---|---|---|
| DnB NOR Bank ASA | Chairman | 13,350,313 | |
| Total number of shares: Shares voted for: |
41,367,782 13,350,313 |
||
| Broker non-votes: | 28,017,469 |
In attendance: Kjetil Grønskag, Arne Reinemo, Richard Hartley, Harris Palaondas
- 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 2015, the date of the 2015 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 2015, which had been approved by the Board of Directors.
RESOLVED that the Auditors' Report and Financial Statements for the financial year ended 31 December 2015, duly signed by Kjetil Grønskag and Arne Reinemo on behalf of the Board of Directors of the Company and presented at this meeting, be and are hereby adopted.
5. Appointment of Auditors
RESOLVED that Ernst & Young AS, 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 |
|---|---|---|
| 13,350,313 | 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 |
|---|---|---|
| 13,350,313 | 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 Grønskag Bendt Thorkildsen Arve Nilsson Lacramioara Isarescu Arne Reinemo
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
|---|---|---|
| 13,350,313 | 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 |
|---|---|---|
| 13,350,313 | 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 |
|---|---|---|
| 13,350,313 | 0 | 0 |
(e) fees be payable to the Director(s) of EUR 1,500 per quarter. Director Kjetil Grønskag abstain from any fees in case he is being re-elected.
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
|---|---|---|
| 13,350,313 | 0 | 0 |
RomReal Ltd. 2016 AGM 22 April 2016 Page 3 of 3
- There being no further business, the meeting terminated.
Kjetil Grønskag (Chairman) Arne Reinemo