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RomReal Ltd. — AGM Information 2021
Apr 23, 2021
8160_10-k_2021-04-23_e822cf45-0975-452e-99b5-3f897808fbeb.pdf
AGM Information
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MINUTES of the 2021 Annual General Meeting of RomReal Ltd. (the "Company") held at Burnaby Building, 16 Burnaby Street, Hamilton HM11, Bermuda on Friday, 23 April 2021 at 13:00 hrs (local time).
| Present: | Represented by Proxy | Proxy Holder | Shares under Proxy |
|---|---|---|---|
| DnB NOR Bank ASA | Chairman | 13,412,314 | |
| Total number of shares: | 41,367,782 | ||
| Shares voted for: | 13,412,314 | ||
| Broker non-votes: | 27,955,468 |
In attendance: Kjetil Gronskag Bendt Thorkildsen Richard Hartley
- 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 24 April 2020, the date of the 2020 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 2020 which had been approved by the Board of Directors.
RESOLVED THAT the Auditors' Report and Financial Statements for the financial year ended 31 December 2020, duly signed by Kjetil Grønskag, Bendt Thorkildsen, Lacramioara Isarescu, Heidi Sorensen Austbo 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 reappointed 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 |
|---|---|---|
| 13,412,314 | 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 |
|---|---|---|
| 13,412,314 | 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 | ||
|---|---|---|
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
| 13,412,314 | zero | zero |
| Bendt Thorkildsen | ||
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
| 13,412,314 | zero | zero |
| Lacramioara Isarescu | ||
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
| 13,412,314 | zero | zero |
| Heidi Sorensen Austbø | ||
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
| 13,412,314 | 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 |
|---|---|---|
| 13,412,314 | 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 |
|---|---|---|
| 13,412,314 | zero | zero |
(e) fees be payable to the Director(s) of EUR 1,500 per quarter. Director Kjetil Grønskag, abstains from any fees.
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
|---|---|---|
| 13,412,314 | zero | zero |
6. Appointment of the Chairman of the Board
RESOLVED THAT Kjetil Gronskag be and is hereby appointed as Chairman of the Board to hold office until the election of the next Board of Directors or until his respective successor is elected or appointed:
| Vote FOR | Vote AGAINST | Vote ABSTAIN |
|---|---|---|
| 13,412,314 | zero | zero |
- There being no further business, the meeting terminated.
Kjetil Gronskag (Chairman of the meeting) Bendt Thorkildsen (Director)