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Saga Pure — AGM Information 2020
May 26, 2020
3730_rns_2020-05-26_5a7d7cd2-1140-4eff-85ee-207eaa4fc77e.pdf
AGM Information
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Summons to Extraordinary General Meeting in Saga Tankers ASA
An Extraordinary General Meeting in Saga Tankers ASA (the "Company") will take place on 16 June 2020 at 10.00 hours (CEST) at the premises of the Company at Sjølyst Plass 2, 7 th floor in Oslo, Norway.
Due to the ongoing situation with spread of coronavirus, a number of measures are being implemented to prevent the spread of infection. These measures are being taken to safeguard the health and security of the Company's shareholders, member of the Board of Directors and employees, and to ensure compliance with applicable national and local restrictions and guidelines. All shareholders are encouraged to submit advance votes or a voting proxy in lieu of attending the Extraordinary General Meeting in person.
The general meeting will be conducted as briefly as possible, and representation of the Company's Board of Directors and management will be kept to a minimum. Necessary infection prevention measures will be taken for shareholders attending in person.
The Board of Directors has proposed the following agenda:
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- Opening of the General Meeting by the Chairman of the Board of Directors or the person he elects
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- Election of a person to chair the General Meeting
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- Election of a person to co-sign the minutes together with the Chairman of the General Meeting
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- Approval of the summons and agenda
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- Proposal for distribution of dividends
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- Proposal for grant of an authorization to resolve dividend distributions
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 15 June 2020 at 10:00 hours (CET).
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 266,149,831 shares, each of which represents one vote. The shares have equal rights also in all other respects.
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 and 6 together with a notice of attendance and a proxy are attached to the summons and made available on the Company's website www.sagatankers.no and through www.newsweb.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 or phone in order to request the documents in question on paper. Address: Saga Tankers ASA, Sjølyst Plass 2 ,0278 Oslo, Norway, phone: +47 92 43 14 17.
Oslo, 26. mai 2020
SAGA TANKERS ASA On behalf of the Board of Directors
Martin Nes Chairman of the Board of Directors
Further information regarding items 5 and 6
Item 5 – Proposal for distribution of dividends
The Board of Directors of the Company propose to make a distribution of dividends to the shareholders of NOK 0.10 per share. The dividend distribution will be made to the shareholders of the Company as of 16 June 2020, as registered in the VPS on 18 June 2020. The shares of the Company will consequently be traded exclusive of the right to receive the dividend as of 17 June 2020. The dividends are expected to be paid on or about 24 June 2020.
The Board of Directors considers that the Company will have sufficient access to both debt and equity financing to complete potential investments within the Company's investment mandate and profile following the proposed distribution. The Board of Directors assess that the Company will have an adequate equity and liquidity in light of the risk and scope of the Company's business.
On this background, the Board of Directors propose that the General Meeting passes the following resolution:
"The Company shall distribute dividends of NOK 0.10 per share. The dividends shall be payable to the shareholders of the Company as of the date of the general meeting, as registered in the VPS on 18 June 2020. The dividends are expected to be paid on or about 24 June 2020."
Item 6 – Proposal for grant of an authorization to resolve dividend distributions
The Board of Directors propose that the general meeting grants the Board of Directors an authorization to make further dividends distributions based on the annual accounts of the Company for 2019. The authorization is proposed to be valid until the next Annual General Meeting of the Company, however not later than 30 June 2021.
The authorization must be registered in the Norwegian Register of Business Enterprises, and distributions pursuant to the authorization cannot be made until the authorization has been registered. Any dividend distributions pursuant to the authorization will also be subject to the Company having sufficient dividend capacity, that the Company, following the distribution, will have an adequate equity and liquidity in light of the risk and scope of the Company's business, and other requirements as set out in the Norwegian Public Limited Companies Act.
On this background, the Board of Directors propose that the General Meeting passes the following resolution:
"The Board of Directors is granted an authorization to resolve dividend distributions based on the annual accounts for 2019, cf. the Norwegian Public Limited Companies Act section 8-2 (2).
The authorization shall be valid until the Annual General Meeting in 2021, however not later than 30 June 2021."
Ref no: PIN code:
Notice of Extraordinary General Meeting
An Extraordinary General Meeting of Saga Tankers ASA will be held 16 June 2020 at 10.00 am. at Sjølyst Plass 2 ,7 th 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 16 June 2020 and vote for:
| Own shares | |
|---|---|
| Other shares in accordance with enclosed Power of Attorney | |
| A total of | Shares |
This notice of attendance must be received by DNB Bank ASA no later than 10 a.m. on 15 June 2020.
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 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.
________________________________ _________________________________________________________________________
Place Date Shareholder's signature (If attending personally. To grant a proxy, use the form below)
Proxy (without voting instructions) Ref no: PIN code:
This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to the next page.
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 Chair of the Board of Directors or a person authorised by him.
The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 10 a.m. on 15 June 2020.
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 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 16 June 2020.
________________________________ ___________ ____________________________________
Place Date Shareholder's signature (Signature only when granting a proxy)
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 10 a.m. on 15 June 2020 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 16 June 2020.
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 16 June 2020 | 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. Proposal for distribution of dividends |
| | |
| 6. Proposal for grant of an authorization to resolve dividend distributions |
| | |
________________________________ ______________________________________________
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.