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RomReal Ltd.

AGM Information Apr 20, 2018

8160_10-k_2018-04-20_12c81173-e993-4aeb-aa76-ce12fb06951b.pdf

AGM Information

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MINUTES of the 2018 Annual General Meeting of RomReal Ltd. (the "Company") held at Burnaby Building, 16 Burnaby Street, Hamilton HM11, Bermuda on Friday, 20 April 2018 at 13:00 (local time).

Present: Represented by Proxy Proxy Holder Shares
under Proxy
DnB NOR Bank ASA Chairman 13,396,066
Total number of shares:
Shares voted for:
41,367,782
13,396,066
Broker non-votes: 27,971,716

In attendance: Kjetil Gronskag, Heidi Sorensen Austbø, Richard Hartley

  1. Kjetil Gronskag 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 21 April 2017, the date of the 2017 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 2017 which had been approved by the Board of Directors.

RESOLVED that the Auditors' Report and Financial Statements for the financial year ended 31 December 2017, duly signed by all the Directors 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, 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
13,396,066 zero zero

6. Election of Directors

RESOLVED that:

(a) the number of Directors be not more than EIGHT (8);

Vote FOR Vote AGAINST Vote ABSTAIN
13,396,066 zero zero

(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 Lacramioara Isarescu Heidi Sorensen Austbø

Vote FOR Vote AGAINST Vote ABSTAIN
13,396,066 zero zero

(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
13,396,066 zero zero

(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
13,396,066 zero zero

(e) fees be payable to the Director(s) of EUR 1,500 per quarter. Director Kjetil Grønskag abstains from any fees in the case that he is being re-elected.

Vote FOR Vote AGAINST Vote ABSTAIN
13,396,066 zero zero
  1. There being no further business, the meeting terminated.

Kjetil Gronskag (Chairman) Heidi Sorensen Austbø

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