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Saga Pure AGM Information 2014

Jul 25, 2014

3730_iss_2014-07-25_290f8ff5-ccb0-4f41-80cf-abcbc62fb5af.pdf

AGM Information

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Summons to Extraordinary General Meeting in Saga Tankers ASA

The Extraordinary General Meeting in Saga Tankers ASA (the "Company") will take place on 25 August 2014 at 10.00 hours (CET) at the premises of the Company at Sjølyst Plass 2, 3th floor in Oslo, Norway.

The Board of Directors has proposed the following agenda:

    1. Opening of the General Meeting by the Chairman of the Board of Directors or the person he elects
    1. Election of a person to chair the General Meeting
    1. Election of a person to co-sign the minutes together with the Chairman of the meeting
    1. Approval of the summons and the agenda
    1. Approval of the interim balance sheet according to asal § 14-4 (3), jf. § 13-8
    1. Approval of the demerger plan for the company, with the company as the acquiring company
    1. Share capital increase upon the demerger
    1. Amendment of section 4 of the Articles of Association "Sharecapital of the Company is NOK 175 833 728 divided on 175 833 728 shares, each with a face value of NOK 1 per share"

More on the decision basis for the various points is available on the company's website.

A shareholder can request to have the physical documents sent to him/ her, cf. the Public Companies Act section 5-11a.

General information and voting guidance

Shareholders in the Company may submit their votes electronically in advance by logging on to the Company's internet site www.sagatankers.no under the section "Investor Relations". Please follow the instructions set out therein.

If you as a shareholder are not already pre-registered with "Investortjenester" as described in the proxy form, you will be sent the pin code and reference number by postal mail so that you can submit your votes electronically by logging on to the Company's internet site www.sagatankers.no. Please note that electronic voting requires the shareholder to use his/hers assigned pin code and reference number.

Shareholders who are unable to attend the Extraordinary General Meeting, or unable to use electronic voting, may submit a proxy to a person of their own choice or to the Chairman of the Board of Directors. Shareholders or persons acting under a proxy who wants to participate in the Extraordinary General Meeting must notify the Company in advance. The notification regarding participation or proxy must be received at the latest by 22 August 2014 at 16:00 hours (CET).

Title to a proxy without voting instructions is pursuant to the Securities Trading Act § 4-2 equated with ownership of the shares the voting proxy relates to. This means that the proxy holder will be obliged to disclose his shares and voting rights, if the proportion of shares representing the proxy

through open voting proxies and shares together exceeds the thresholds for disclosure in the Securities Act § 4-2 second paragraph. It is stated by the The Financial Supervisory Authority of Norway in circular dated 28 January 2008 that proxies generally is considered to be granted "without instructions" in the legal sense, unless instructions are given for all of the items at the agenda.

The Company is a public limited company subject to the rules of the Norwegian Public Limited Companies Act. As of the date of this summons, the Company has issued 86,777,409 shares, each of which represents one vote. The shares have equal rights also in all other respects.

If a shareholder has acquired shares shortly before the meeting, the voting rights of the transferred shares may only be exercised if the shares are registered in the VPS or if the acquisition is announced to VPS and the ownership to the shares is proved at the general meeting. Shareholders may bring an advisor (s) and give the right to speak to one advisor. If the shareholder's shares are nominee registered cf. the Norwegian Public Limited Liability Companies Act section 4-10, and the shareholder wishes to vote for their shares, the beneficial shareholder must re-register the shares in a separate custody account in the real shareholder's name prior to the general meeting. If the owner can demonstrate that the owner has taken such step and have an actual ownership interest in the Company, the owner may by the Company's decision be allowed to vote for the shares.

Decisions on voting rights of shareholders and proxies are made by the chairman of the meeting, whose decision may be overturned by the General Assembly by a simple majority.

As of the date of this summons, the Company holds no own shares.

A shareholder has the right to table draft resolutions for items included on the agenda and to require that members of the Board of Directors and the CEO in the General Meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the directors' report, (ii) items which are presented to the shareholders for decision and (iii) the Company's financial situation, including information about activities in other companies in which the Company participates, and other matters to be discussed in the General Meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the Company.

Additional information regarding items 5 to 8 is made available on the Company's website www.sagatankers.no. A notice of attendance and a proxy are attached to the summons and made available on the Company's website www.sagatankers.no.

This summons and its appendices, including draft resolutions for items on the proposed agenda, as well as the Company's Articles of Association, are also available at the Company's internet site: www.sagatankers.no. Shareholders may contact the Company by ordinary mail, fax or phone in order to request the documents in question on paper. Address: Saga Tankers ASA, Sjølyst Plass 2 ,0278 Oslo, Norway, fax: +47 23 01 49 01, phone: +47 23 01 49 14.

Oslo, 25 July 2014

SAGA TANKERS ASA On behalf of the Board of Directors

Øystein Stray Spetalen Chairman of the Board of Directors

Ref no: PIN code:
Notice of Extraordinary General Meeting
An Extraordinary General Meeting of Saga Tankers ASA will
be held on 25 August 2014 at 10:00 a.m. at Sjølyst Plass 2
,3rd floor, 0278 Oslo,
Norway
If the above-mentioned shareholder is an
enterprise, it will be represented by: ___________
Name of enterprise's representative
(To grant a proxy, use the proxy form below)
Notice of attendance
The undersigned will attend the Extraordinary General Meeting on 25 August 2014 and vote for:
A total of Own shares
Other shares in accordance with enclosed Power of Attorney
Shares
This notice of attendance must be received by DNB Bank ASA no later than 4 p.m. on 22 August 2014.
Company's website, the above-mentioned reference number and PIN code must be stated.
Notice of attendance may also be sent by e-mail: [email protected], or by regular mail to DNB Bank ASA, Registrar's
Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
Notice of attendance may be sent electronically through the Company's website www.sagatankers.no or through
VPS Investor Services. To access the electronic system for notification of attendance or to submit your proxy, through the
________
Place
Date Shareholder's signature _____________
(If attending personally. To grant a proxy, use the form below)
Proxy (without voting instructions) Ref no: PIN code:
page 2. This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to
Chair of the Board of Directors or a person authorised by him. If you are unable to attend the Extraordinary General Meeting in person, this proxy may be used by a person authorised by
you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the
Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway. The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 4 p.m. on 22 August 2014.
The proxy may be sent electronically through Saga Tankers ASAs website http://www.sagatankers.no or through
VPS Investor Services. It may also be sent by e-mail: [email protected]. Regular mail to DNB Bank ASA, Registrar's
The undersigned _________
hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by him), or

_________
(Name of proxy holder in capital letters)
2014.
________
_____ a proxy to attend and vote for my/our shares at the Extraordinary General Meeting of Saga Tankers ASA on 25 August
______

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxy (with voting instructions) Ref no: PIN code:

This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the Extraordinary General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 4 p.m. on 22 August 2014. It may be sent by e-mail: [email protected] /regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned: __________________________________ hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by him), or

____________________________________ Name of proxy holder (in capital letters)

a proxy to attend and vote for my/our shares at the Extraordinary General Meeting of Saga Tankers ASA on 25 August 2014.

The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.

Agenda Extraordinary General Meeting 2014 For Against Abstention
1.
Opening of the General Meeting by the Chairman
of the Board of Directors or the person he
elects
2.
Election of a person to chair the General
Meeting
3.
Election of a person to co-sign the minutes
together with the Chairman of the General
Meeting
4.
Approval of the summons and the agenda
5.
Approval of the interim balance sheet
6.
Approval of the demerger plan for the company,
with the company as the acquiring company
7.
Sharecapital increase upon the demerger
8.
Amendment of section 4 of the Articles of
Association: "Share capital of the Company is NOK
175 833 728 divided on 175 833 728 shares, each with a
face value of NOK 1 per share"

___________________________________ ___________ ______________________________________________ Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.