AGM Information • Mar 31, 2023
AGM Information
Open in ViewerOpens in native device viewer
To the shareholders of Wallenius Wilhelmsen ASA
electronically through the general meeting portal administered by Euronext Securities Oslo (the "Euronext Securities Portal")
The annual general meeting will be opened by the chairman of the board, Mr. Rune Bjerke, in accordance with Norwegian Public Limited Liability Companies Act. The board of directors propose that the general meeting is chaired by Ylva Gjesdahl Petersen, lawyer at Advokatfirmaet Thommessen AS.
The annual accounts, including the financial statements and the director's report for Wallenius Wilhelmsen ASA for the financial year 2022, together with the auditor's report, are made available on the company's website www.walleniuswilhelmsen.com in accordance with the second last paragraph of Article 7 of the articles of association. The board of directors propose an ordinary dividend of USD 0.85 per share to the annual general meeting on 26 April 2023, of which USD 0.51 per share is payable in May 2023 and USD 0.34 per share payable is in November 2023. The dividend is declared in USD and paid in NOK, and the USD to NOK conversion will take place shortly before each payment. See Stock Exchange Notice dated 20 February 2023 with key information relating to proposed cash dividend NewsWeb (oslobors.no)
The board of directors propose that the annual accounts and the annual report for the financial year 2022, including the proposed dividend of USD 0.85 per share, is approved.
The Company has prepared a report on salary and other remuneration to executive personnel pursuant to section 6- 16b in the Norwegian Public Limited Liability Companies Act, supplemented by the Regulations for guidelines and reports for salary and other remuneration for leading personnel. The report has been reviewed by the Company's auditor in accordance with the fourth paragraph of section 6-16b. The report is available at www.walleniuswilhelmsen.com in accordance with the second last paragraph of Article 7 of the articles of association.
The report shall be considered by the general meeting by way of an advisory vote.
The board of directors recommends that the general meeting by an advisory vote endorses the report on salary and other remuneration to the Company's leading personnel.
Pursuant to Section 5-6 (4) of the Norwegian Public Limited Liability Companies Act, the general meeting shall consider the statement on corporate governance submitted in accordance with Section 3-3b of the Norwegian Accounting Act. The statement is made available on the company's website www.walleniuswilhelmsen.com and is included in the company's annual report for 2022.
The statement is not subject to the general meeting's vote.
The board of directors propose that the auditor's fee to Pricewaterhouse Coopers AS for the financial year 2022 of NOK 1,300,000 is approved.
The board of directors propose that Ernst & Young AS is to be appointed as the new group's external auditor with effect from the financial year 2024.
Reference is made to the nomination committee's proposal which is available on the Company's website www.walleniuswilhelmsen.com.
Reference is made to the nomination committee's proposal which is available on the Company's website www.walleniuswilhelmsen.com.
10. Determination on the remuneration for the members of the board of directors
Reference is made to the nomination committee's proposal which is available on the Company's website www.walleniuswilhelmsen.com.
Reference is made to the nomination committee's proposal which is available on the Company's website www.walleniuswilhelmsen.com.
Reference is made to the nomination committee's proposal which is available on the Company's website www.walleniuswilhelmsen.com.
Reference is made to the nomination committee's proposal which is available on the Company's website www.walleniuswilhelmsen.com.
The company has implemented a long-term incentive scheme for the executive management of the company as referred to and approved under Item 4. The purpose of the long-term incentive scheme is to further align the interest of the executive management with shareholders through awarding shares. The scheme would require the company to acquire shares in the market for this purpose, estimated to amount to maximum 500,000 shares or 0.118% of the share capital per annum.
Additionally, the company would like to have a general authorisation to enable the acquisition of its own shares as an alternative to, or complement with, dividends in order to optimize capital planning in the company.
On this background, the board of directors proposes that the general meeting grants the board of directors an authorisation to acquire shares in the company for these purposes, with a nominal value of up to NOK 22,001,456, equal to 10% of the current share capital.
The board of directors proposes that the general meeting adopts the following resolution:
d) The authorization is valid until the company's annual general meeting in 2024 but no longer than 30 June 2024.
To give the board of directors financial flexibility and enable quick access to the market in the event of an acquisition using shares as payment or for general corporate purposes, the board of directors propose that it is given an authorisation to increase the Company's share capital.
The board of directors propose that the size of the authorisation shall correspond to 10% of the Company's current share capital.
To exercise the authorisation in the best possible manner commercially, it may be relevant in certain situations to make a private placement of shares to certain named persons and/or enterprises. It may also be appropriate to use the authorisation in the event of acquisition of business/assets in return for shares. It is therefore also proposed that the board of directors is authorised to deviate from the shareholders' preferential rights when using the authorisation.
The board of directors propose that the general meeting adopts the following resolution:
On 1 July 2023, certain amendments to the Norwegian Public Limited Liability Companies Act will enter into force, including the rules regarding advanced notice to the company to participate in general meetings. As a result, the board of directors propose that Article 7 (third paragraph) of the articles of associations is amended to be in line with the Norwegian Public Limited Liability Companies Act following 1 July 2023.
Article 7 (third paragraph) of the articles of association currently reads as follows:
"The notice of a general meeting may state that those shareholders wishing to participate in the general meeting have to report to the company by a certain deadline which shall not be less than 2 working days prior to the general meeting."
"I innkallelsen til generalforsamlingen kan det bestemmes at de aksjeeiere som ønsker å delta i generalforsamlingen må melde seg hos selskapet innen en frist som ikke skal utløpe tidligere enn 2 virkedager før generalforsamlingen."
The board of directors proposes that Article 7 (third paragraph) of the articles of association is amended to read as follows:
"Shareholders who wish to participate in the general meeting must give the company notice of this in advance. Such notice must be received by the company no later than two working days prior to the general meeting. The board may, however, before the notice to the general meeting has been sent, set a later deadline for such notice."
"Aksjeeiere som ønsker å delta på generalforsamlingen må gi selskapet melding om dette på forhånd. Slik melding må være mottatt av selskapet senest to virkedager før generalforsamlingen. Styret kan likevel, før det er sendt innkalling til generalforsamlingen, fastsette en senere frist for meldingen".
The annual general meeting will be held as a digital meeting in the Euronext Securities Portal. Participation in the annual general meeting will exclusively take place through the Euronext Securities Portal. Access to the Euronext Securities Portal is only provided to shareholders that have registered attendance within the deadline set out below.
* * *
Pursuant to Article 7 of the Company's articles of association, the board of directors has decided that the shareholders wishing to attend the general meeting (in person or by proxy) must give notice no later than 24 April 2023 at 13:00 hours (CEST). Shareholders who do not give such notice of attendance or who do not meet the deadline stated above, may be refused access to the general meeting and if so, will not be able to vote for their shares.
Attendance can be registered by sending the enclosed attendance form (which is also available on the Company's website) to the Company's registrar, Nordea Bank Issuer Service, to the following address: Nordea Bank Issuer Services, P.O. Box 1166 Sentrum, 0107 Oslo, Norway or per email to [email protected]. Attendance may also be registered online via the Company's website www.walleniuswilhelmsen.com or through VPS Investor Services.
Shareholders who are prevented from attending the general meeting may be represented by way of proxy. A proxy form, including detailed instructions for the use of the form, is enclosed to this notice (also available on the company's website as set out below). If desirable, the proxy may be given to the chairman of the board of directors, Rune Bjerke, or to CEO, Lasse Kristoffersen. Completed proxy forms may be sent to Nordea Bank Issuer Service by ordinary mail or email within 24 April 2023 at 13:00 hours (CEST), at the address as stated above, or registered online via the Company's website www.walleniuswilhelmsen.com or VPS Investor service within 24 April 2023 at 13:00 hours (CEST).
In accordance with the resolution passed at the general meeting in 2013 and pursuant to Section 7 of the articles of association, advance online voting is allowed. Advance voting can be registered online via the company's website www.walleniuswilhelmsen.com or VPS Investor Services. The deadline for advance voting is 24 April 2023 at 13:00 hours (CEST). Until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered withdrawn if the shareholder attends the general meeting in person or by proxy.
Participation in the meeting with a proxy and/or with an adviser
Shareholders may attend the general meeting by proxy and/or with an adviser. Note that registration of attendance for proxies and advisers can only be made by use of the attendance form enclosed (and not by electronic registration in VPS Investor Services). The attendance form must include the name and e-mail address of the proxy and/or adviser so that login details can be distributed to the proxy and/or adviser, see "Registration and participation in the meeting" above for further information. Separate attendance forms for a proxy and/or adviser will only be required if the shareholder and/or proxy or adviser do not participate from the same location.
It will be possible to ask questions and submit comments concerning the proposals through the Euronext Securities Portal with a maximum of 2,400 signs throughout the general meeting. It is recommended to keep questions and comments brief and concise. The shareholders' written questions/comments will be presented in the annual general meeting by the chairperson of the meeting and will be answered in the meeting if possible, or in writing after the meeting if necessary.
Upon voting on an agenda item, this will be clearly stated in the Euronext Securities Portal. Shareholders must log into the portal in order to be able to vote. Shareholders who have granted proxies prior to the annual general meeting will not be able to vote during the annual general meeting.
As voting and communication at the annual general meeting are conducted digitally, delays may occur. In utmost cases, these delays may last up to one minute. The chairperson of the meeting is of course aware of this and will conduct the meeting accordingly, but the company does not assume any responsibility for shareholders' questions, comments, proposed amendments or votes cast if any, not being received in time for them to be taken into consideration under the relevant item on the agenda.
Technical information about access to the Euronext Securities Portal
Each shareholder is responsible for ensuring that he or she has a smartphone/tablet/computer with an internet browser and that he or she has a sufficient and functional internet connection subject to the following requirements.
The Euronext Securities Portal can be accessed through "evergreen browsers" on PC/Mac, smartphone and tablet/iPad. "Evergreen browsers" (e.g., Edge, Chrome, Firefox and Opera) are browsers which are automatically updated to new versions. Safari is also supported, even though it is not an "'evergreen browser". Internet Explorer cannot be used.
The Euronext Securities Portal will run on the four latest main versions of the Safari browser on Mac, iPhone and iPad (Safari versions 12, 13, 14 and 15). Shareholders who have older Apple equipment which cannot be updated to a usable Safari version can install and use a Chrome browser.
The quality of the transmission will depend on the shareholders' individual internet providers. Shareholders should, as a minimum, have a 5-10 Mbit/s connection for good transmission.
It is recommended that each shareholder in due time prior to the start of the annual general meeting tests his or her device and internet connection by logging on to the Euronext Securities Portal. The Euronext Securities Portal will be open for testing from 08:00 hours (CEST) on the day of the annual general meeting.
Shareholders experiencing any technical problems may reach out to the Euronext Securities Portal hotline at +45 4358 8894.
* * *
Wallenius Wilhelmsen ASA is a public limited liability company, subject to the rules of the Norwegian Public Limited Liability Companies Act. As of the date of this notice, the company has issued 423,104,938 shares. All shares are entitled to vote and have equal rights in all other respects.
A shareholder may make proposals for resolutions with respect to matters on the agenda and may require that members of the board of directors and the management in the general meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the annual 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.
This notice, including the attendance form and the proxy form, draft resolutions for items on the proposed agenda, as well as the Company's articles of association, are available at the Company's website www.walleniuswilhelmsen.com. Shareholders may also contact the Company by ordinary mail, e-mail or phone in order to request the documents in question on paper.
* * *
For practical information regarding the annual general meeting, please contact the Legal department at Wallenius Wilhelmsen ASA. Phone: +47 954 48 911. E-mail: [email protected]
For information regarding registration, proxies and voting, please see attached forms and contact information for Nordea Bank Issuer Service.
On behalf of the Board of Directors of
Wallenius Wilhelmsen ASA
Appendices: 2
NAME & ADDRESS:
Annual general meeting in Wallenius Wilhelmsen ASA held electronically through the Euronext Securities Portal on 26 April 2023 at 13:00 hours (CEST).
In the event the shareholder is a legal entity, it will be represented by: .................................................. (To grant proxy, use the proxy form below) Name of representative
(capital letters)
If you wish to attend the annual general meeting, please send this form to the company's registrar, Nordea Bank Issuer Services, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway or by e-mail: [email protected]. The completed form must be received no later than 24 April 2023 at 13:00 hours (CEST). The form may also be completed online via the company's website www.walleniuswilhelmsen.com or VPS Investor Services. If a shareholder registers its participation in the annual general meeting electronically through VPS Investor Services, the shareholder must have registered an e-mail address with VPS Investor Services. Registration of e-mail in VPS Investor Services is done by the shareholder itself in the menu choice Investor information/change customer information.
The undersigned will attend the annual general meeting of Wallenius Wilhelmsen ASA on 26 April 2023 and represent:
| own shares. | |
|---|---|
| other shares in accordance with enclosed proxy(ies). | |
| A total of | shares. |
| SHAREHOLDER'S NAME (capital letters) | E-MAIL ADDRESS |
| PLACE / DATE | SHAREHOLDER'S SIGNATURE |
Shareholders may submit votes in a period prior to the annual general meeting. Advanced voting may be registered online via the company's website www.walleniuswilhelmsen.com or VPS Investor Services.
If you wish to give voting instructions to the proxy holder, please use this proxy form. The items in the detailed proxy below refer to items on the agenda of the annual general meeting. A detailed proxy with voting instructions may be granted to a nominated proxy holder. A proxy not naming a specific proxy holder will be deemed given to the chairman of the board of directors or any person designated by the chairman of the board of directors.
The completed form must be received no later than 24 April 2023 at 13:00 hours (CEST).
Please send the completed proxy form to the company's registrar, Nordea Bank Norge ASA, Issuer Services, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway or email: [email protected]. The form may also be filled out electronically via the company's website www.walleniuswilhelmsen.com or VPS Investor Services.
The undersigned shareholder (capital letters), ………………………………………… hereby authorises
proxy to attend and vote for my/our shares at the annual general meeting of Wallenius Wilhelmsen ASA on 24 April 2023 at 13:00 hours (CEST).
The votes shall be cast in accordance with the instructions below. Please note that any items below not voted for (not ticked off), will be deemed as an instruction to vote "in favour" of the proposals in the notice. To the extent proposals are put forward by any person or entity other than the board of directors, or in addition to, or instead of, the proposals in the notice, the proxy determines the voting. In case the contents of the voting instructions are ambiguous, the proxy holder will base his/her understanding on a reasonable understanding of the wording of the proxy. Where no such reasonable understanding can be found, the proxy may at his/her discretion refrain from voting.
| AGENDA ANNUAL GENERAL MEETING 26 April 2023 | In favour | Against | Abstention | At proxy's discretion |
|
|---|---|---|---|---|---|
| 1 | Adoption of the notice and the agenda | ||||
| 2 | Election of a person to co-sign the minutes | ||||
| 3 | Approval of the annual accounts and the annual report for the financial year 2022, including payment of dividend |
||||
| 4 | Report on salary and other remuneration to leading personnel | ||||
| 5 | Statement on corporate governance pursuant to Section 3-3b of the Norwegian Accounting Act |
||||
| 6 | Approval of the fee to the company's auditor | ||||
| 7 | Election of new external auditor | ||||
| 8 | Election of members to the board of directors | ||||
| 9 | Election of members to the nomination committee | ||||
| 10 | Determination on the remuneration for the members of the board of directors |
||||
| 11 | Determination on the remuneration for the members of the nomination committee |
||||
| 12 | Determination on the remuneration to the members of the audit committee |
||||
| 13 | Determination on the remuneration to the members of the people, culture and remuneration committee |
||||
| 14 | Authorisation to the board of directors to acquire shares in the company | ||||
| 15 | Authorisation to the board of directors to increase the share capital | ||||
| 16 | Amendment of the Company's articles of association |
If the shareholder is a company, please attach the shareholder's certificate of registration to the proxy.
With regard to rights of attendance and voting we refer you to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the beneficial owner giving such proxy must be presented at the meeting.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.