AGM Information • Aug 10, 2017
AGM Information
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The extraordinary general meeting of Treasure ASA, reg no 916 803 222, (the "Company") was held on Wednesday 9 August 2017 at 08:00 hours (CET) at the Company's premises at Strandveien 20 in Lysaker. Norway.
In accordance with Article 7 of the Articles of Association, the General Meeting was opened and chaired by the chairman of the board of directors Mr. Thomas Wilhelmsen, who also registered the shareholders attending. A list of the attending shareholders, including number of shares and votes, is enclosed to the minutes.
192,872,769 of a total of 220,000,000 shares and votes were represented, or approximately 87.67 % of the Company's share capital. The list was approved by the General Meeting
| Board members in attendance: | Thomas Wilhelmsen (chairman) and Christian Berg |
|---|---|
| Management in attendance: | CEO Magnus Sande, CFO Morten Lertrø |
| Protocol: | Company Secretary Morten Aaserud |
The following matters were discussed:
It was noted that the notice to the General Meeting had been sent to all shareholders with a known place of residence on 11 July 2017. On the same date, the notice had also been made available on the Company's website and published as a stock exchange announcement.
The chairman of the meeting raised the question whether there were any objections to the notice or the agenda. No such objections were made and the notice and the agenda were approved. The chairman of the meeting declared the General Meeting as lawfully convened.
Lise Berg Langeli was elected to co-sign the minutes together with the chairman of the meeting.
The decision was unanimous.
At the Annual General Meeting held 27 April 2017, a dividend of NOK 0.30 per share was resolved. The authorisation to issue an additional dividend of up to 0.30 per share is valid until the next Annual General Meeting in 2018, but no longer than 30 June 2018. In accordance with the board's proposal, the General Meeting passed the following resolution:
In addition to this, the Board propose an extraordinary dividend of NOK 0.65 per share be distributed and the general meeting to resolve the following resolution:
"The board of directors is hereby authorised to distribute extraordinary dividends of NOK 0.65 per share."
The decision was approved with a majority vote, cf. the attachment with overview of the votes.
* * *
There were no further matters to address.
The General Meeting was then adjourned.
Thomas Wilhelmsen Sign.
Lise Berg Langeli
Appendix:
List of the attending shareholders, with specification of the number of shares and votes they represented in their own name and as proxy
| ISIN: | NO0010763550 TREASURE ASA | |||
|---|---|---|---|---|
| General meeting date: 09/08/2017 08.00 | ||||
| Today: | 09.08.2017 |
| Number of shares % sc | ||
|---|---|---|
| Total shares | 220,000,000 | |
| - own shares of the company | 0 | |
| Total shares with voting rights | 220,000,000 | |
| Represented by own shares | 160,110,450 | 72.78 % |
| Represented by advance vote | 7,681,298 | 3.49% |
| Sum own shares | 167,791,748 76.27 % | |
| Represented by proxy | 8,994 | 0.00% |
| Represented by voting instruction | 25,072,027 11.40 % | |
| Sum proxy shares | 25,081,021 11.40 % | |
| Total represented with voting rights | 192,872,769 87.67 % | |
| Total represented by share capital | 192,872,769 87.67 % | |
Registrar for the company:
NORDEA BARK AB (PUBL), FILIAL NORGE
Signature company: TREASURE ASA Ł
| important contracts |
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| $\vdots$ |
| C L C |
| --------------------------------------- |
| $\ddot{\phantom{0}}$ |
| 1 $\frac{1}{2}$ |
| : l |
| instruction Voung |
눈 | |||||||
|---|---|---|---|---|---|---|---|---|
| % represented | 3.98% | 13.00% | 82.96% | 0.03% | $0.02\%$ | $0.00\%$ | $0.00\%$ | 0.00% |
| % registered | 3.98 % | 1300% | 82.96% | $0.03\%$ | $0.02\%$ | 0.00 $\frac{a}{22}$ | 0.00% | 0.00% |
| % sc | 349% | 11,40% | 72.73% | 003% | $0.02\frac{67}{12}$ | 0.00% | $0.00\,{}^{\rm sc}_{\rm c0}$ | 0.00% |
| Total | 7,681,298 | 25,081,021 | 160,000,000 | 63,988 | 42,000 | 3,099 | 1,033 | 330 |
| Proxy votes | $\circ$ | 25,072,027 | $\circ$ | Φ | $\circ$ | $\circ$ | $\circ$ | $\circ$ |
| Proxy | O | 8,994 | $\circ$ | $\circ$ | $\circ$ | $\circ$ | $\circ$ | $\circ$ |
| Охп | 7,681,298 | $\circ$ | 160,000,000 | 63,988 | 42,000 | 3,099 | 1,033 | 330 |
| Share | Ordinær | Ordinær | Ordinær | Ordinazi | Ordinær | Ordinær | Ordinær | Ordinær |
| Participant | Proxy Solicitor | Share Holder | Share Holder | Share Holder | Share Holder | Share Holder | Share Holder | |
| Repr. by | Wilhelmsen Thomas |
Sjur Galtung | Thomas Wilhelmsen |
۰ | ||||
| Company/Last name |
Styrets formann |
WILHELMSE N HOLDING ASA WILH |
SJEL INVEST AS |
KIRO INVEST AS |
HAARBYE | roppEsor | HENRIK BØHM AS |
|
| First Name | Thomas Wilhelmsen |
ANLAUG CHRISTOPHE RSEN |
LEIF TERJE | |||||
| Ref no | $\tilde{e}$ | 26 | 910 | 1016 | 4838 | 10603 | 22087 |
| ISIN: | NO0010763550 TREASURE ASA | |||
|---|---|---|---|---|
| General meeting date: 09/08/2017 08.00 | ||||
| Todav: | 09.08.2017 |
| Shares class | FOR | Against Abstain Poll in | Poll not registered | Represented shares | |||
|---|---|---|---|---|---|---|---|
| Agenda item 1 Godkjenning av innkallingen og dagsorden | with voting rights | ||||||
| Ordinær | 192,869,769 | 0 | 3,000 | 192,872,769 | 0 | ||
| votes cast in % | 100.00 % | 0.00% | 0.00% | 192,872,769 | |||
| representation of sc in % | 100.00 % | 0.00% | 0.00% | 100.00 % | 0.00% | ||
| total sc in % | 87.67% | 0.00% | 0.00% | 87.67% | 0.00% | ||
| Total | 192,869,769 | O | 3,000 | 192,872,769 | o | ||
| Agenda item 3 Godkjenning av ekstraordinært utbytte | 192,872,769 | ||||||
| Ordinær | 192,872,769 | 0 | 0 | 192,872,769 | O | ||
| votes cast in % | 100.00 % | 0.00% | 0.00% | 192,872,769 | |||
| representation of sc in % | 100.00 % | $0.00 \%$ | 0.00% | 100.00% | 0.00% | ||
| total sc in % | 87.67 % | 0.00% | 0.00% | 87.67 % | 0.00% | ||
| Total | 192,872,769 | 0 | 0 | 192,872,769 | $\Omega$ | 192,872,769 |
Registrar for the company:
Signature company:
NORDEA BANK AB (PUBL), FILIAL NORGÉ
TREASURE ASA
Share information
Total number of shares Nominal value Share capital Voting rights Name Ordinær 220,000,000 0.10 22,000,000.00 Yes Sum:
§ 5-17 Generally majority requirement requires majority of the given votes
§ 5-18 Amendment to resolution Requires two-thirds majority of the given votes like the issued share capital represented/attended on the general meeting
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