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RomReal Ltd.

AGM Information Apr 27, 2023

8160_rns_2023-04-27_b1842d5c-7dd3-40e2-9e9a-fef10aad3914.pdf

AGM Information

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MINUTES of the 2023 Annual General Meeting of RomReal Ltd. (the "Company") held at Burnaby Building, 16 Burnaby Street, Hamilton HM11, Bermuda on Thursday, 27 April 2023 at 11:00 hrs (local time).

Present: Represented by Proxy Proxy Holder Shares
under Proxy
DnB Chairman 3,386,838
Total number of shares: 41,367,782
Shares voted for: 16,656,221
Broker non-votes: 24,711,561
  • In attendance: Kjetil Grønskag Bendt Thorkildsen Richard Hartley Adrian Cristea Claudia Oprisan
    1. 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 28 April 2022, the date of the 2022 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 2022 which had been approved by the Board of Directors.

RESOLVED THAT the Auditors' Report and Financial Statements for the financial year ended 31 December 2022, duly signed by Kjetil Grønskag, Bendt Thorkildsen, Lacramioara Isarescu, Heidi Sørensen Austbø 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
16,656,221

6. Election of Directors

RESOLVED THAT

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

Vote FOR Vote AGAINST Vote ABSTAIN
16,656,221

(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 Sørensen Austbø

Vote FOR Vote AGAINST Vote ABSTAIN

16,656,221

(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

16,656,221

(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

16,656,221

(e) fees be payable to the Director(s) of EUR 1,650 per quarter. Director Kjetil Grønskag abstains from any fees.

Vote FOR Vote AGAINST Vote ABSTAIN

16,656,221

7. Appointment of the Chairman of the Board

RESOLVED THAT Kjetil Grønskag 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:

16,656,221

Vote FOR Vote AGAINST Vote ABSTAIN

  1. There being no further business, the meeting terminated.

Kjetil Grønskag (Chairman of the meeting) Bendt Thorkildsen (Director)

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