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Wilh. Wilhelmsen ASA
AGM Information • Apr 27, 2022
3790_rns_2022-04-27_25313460-3a58-47a7-8d80-e3622ae4a018.pdf
AGM Information
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MINUTES OF ANNUAL GENERAL MEETING IN WILH. WILHELMSEN HOLDING ASA
The annual general meeting of Wilh. Wilhelmsen Holding ASA, registration number 995 277 905, (the "Company") was held on Wednesday 27 April 2022 at 10:00 hours (CET) at the Company's premises at Strandveien 20 in Lysaker, Norway.
In accordance with Section 5-12 of the Norwegian Public Limited Liability Companies Act, the annual general meeting was opened by the chair of the board of directors Mr. Carl E Steen, who also registered the attached list of shareholders attending.
| Total shares | Own shares | Total shares excluding own shares |
Shares represented |
Per cent (excluding own shares) |
|
|---|---|---|---|---|---|
| A-shares | 34 000 000 | Nil | 34 000 000 | 20 990 450 | 61.74% |
| B-shares | 10 580 000 | Nil | 10 580 000 | 2 299 466 | 21.73% |
| Total shares | 44 580 000 | Nil | 44 580 000 |
The list was approved by the Annual General Meeting.
| Board members in attendance: | Carl E Steen (chair) |
|---|---|
| Management in attendance: | Group CEO Thomas Wilhelmsen Group CFO Christian Berg |
| Nomination committee member in attendance: | Jan Gunnar Hartvig (chair) (on videolink) |
| Company auditor in attendance: | Thomas Fraurud (on videolink) |
The following matters were dealt with:
1 Election of a person to chair the meeting
Ylva Gjesdahl Petersen, lawyer at Advokatfirmaet Thommessen AS, was elected to chair the meeting.
2 Adoption of the notice and the agenda
It was informed that the notice to the annual general meeting had been sent to all shareholders with a known place of residence on 1 April 2022. On the same date, the notice had also been made available on the Company's website and published as a stock exchange announcement.
The chair 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 chair of the meeting declared the annual general meeting as lawfully convened.
3 Election of a person to co-sign the minutes
Åge Sturtzel was elected to co-sign the minutes together with the chair of the meeting.
4 Approval of the annual accounts and directors' report for Wilh. Wilhelmsen Holding ASA for the financial year 2021, including payment of dividend
The 2021 annual report, including the annual accounts and directors' report for Wilh. Wilhelmsen Holding ASA for the financial year 2021, together with the auditor's report, was, pursuant to the second last paragraph of Article 8 of the Articles of Association, made available on the Company's website.
The annual accounts and directors' report for the financial year 2021, including the board of directors' proposal to distribute a dividend of NOK 4.00 per share, together with the auditor's report, were presented.
In accordance with the board of directors' proposal, the annual general meeting passed the following resolution:
The annual accounts and directors' report for Wilh. Wilhelmsen Holding ASA for the financial year 2021 is approved. A dividend of NOK 4.00 per share is distributed. The dividend accrues to the shareholders as of 27 April 2022.
Expected payment of dividends is 11 May 2022.
The voting result is set out in the enclosed voting protocol.
5 Authorization of the board of directors to distribute dividend
The board wishes to continue the practice of distributing dividend twice a year. In accordance with the board's proposal, the annual general meeting adopted the following resolution:
The board of directors is hereby authorised to distribute additional dividend based on the company's approved annual accounts for 2021.The authorisation may not be used to resolve to distribute additional dividend which exceeds NOK 3.00 per share. The authorisation is valid until the annual general meeting in 2023, but no longer than to 30 June 2023.
The voting result is set out in the enclosed voting protocol.
6 Remuneration report
The report was, pursuant to the second last paragraph of Article 8 of the Articles of Association, made available on the Company's website.
The report was supported by the annual general meeting through an advisory vote.
The voting result of the advisory vote is set out in the enclosed voting protocol.
7 Statement on corporate governance
The statement on corporate governance was considered by the annual general meeting. The report was, pursuant to the second last paragraph of Article 8 of the Articles of Association, made available on the Company's website.
The annual general meeting noted the statement.
8 Approval of the fee to the Company's auditor
It was resolved to approve PricewaterhouseCoopers AS' fee for audit of Wilh. Wilhelmsen Holding ASA for the financial year 2021 of NOK 651 000 (ex VAT).
The chair of the meeting informed about the remuneration to the auditor for other services to the Company and the group for 2021.
The voting result is set out in the enclosed voting protocol.
9 Remuneration to the members of the board of directors
In accordance with the nomination committee's proposal, the annual general meeting passed the following resolution regarding remuneration to the members of the board of directors for the period from the annual general meeting in 2021 to the annual general meeting in 2022:
| The chair of the board: | NOK 700 000 |
|---|---|
| The other board members: | NOK 425 000 |
| The chair of the audit committee: | NOK 70 000 |
The voting result is set out in the enclosed voting protocol.
10 Remuneration to the members of the nomination committee
In accordance with the nomination committee's proposal, the General Meeting passed the following resolution regarding remuneration to the members of the nomination committee for the period from the annual general meeting in 2021 to the annual general meeting in 2022:
| The nomination committee chair: | NOK 40 000 |
|---|---|
| The nomination committee member: | NOK 30 000 |
The voting result is set out in the enclosed voting protocol.
11 Election of members of the board of directors
The nomination committee's proposal regarding election of members of the board of directors was presented.
In accordance with the nomination committee's proposal, the General Meeting passed the following resolution:
Rebekka Glasser Herlofsen, Ulrika Laurin and Trond Westlie are re-elected as board members for a period of two years.
The voting result is set out in the enclosed voting protocol.
12 Election of chair and members of the nomination committee
The nomination committee's proposal regarding election of member of the nomination committee was presented.
In accordance with the nomination committee's proposal, the annual general meeting passed the following resolution:
Jan Gunnar Hartvig is re-elected as chair and Frederik Selvaag and Silvija Seres are re-elected as members of the nomination committee for a period of two years.
The voting result is set out in the enclosed voting protocol.
13 Authorization to the board of directors to acquire shares in the Company
In accordance with the board of directors' proposal, the General Meeting passed the following resolution regarding authorization to the board of directors to acquire own shares:
- 1. In accordance with Section 9-4 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to, on behalf of the company, acquire own shares with a total nominal value of up to NOK 89 160 000, which is equivalent to 10% of the share capital.
- 2. The maximum amount which can be paid for each share is NOK 350 and the minimum is NOK 20.
- 3. Acquisition and sale of own shares may take place in any way the board of directors may find appropriate, however, not by subscription of own shares.
- 4. The authorization is valid until the company's annual general meeting in 2023, but no longer than until 30 June 2023.
* * *
The voting result is set out in the enclosed voting protocol.
There were no further matters to address.
The board chair thanked the chair of the meeting, attending shareholders, and management for conducting the general meeting.
The General Meeting was then adjourned.
________________ ________________ Ylva Gjesdahl Petersen (meeting chair) Sign.
Åge Sturtzel (co-signatory) Sign.
Appendixes:
- List of number of shares represented.
- Voting on each agenda item.
Total Represented
| ISIN: | NO0010571698 WILH. WILHELMSEN HOLDING ASA A-AKSJER |
|---|---|
| General meeting date: 27/04/2022 10.00 | |
| Today: | 27.04.2022 |
Number of persons with voting rights represented/attended : 6
| Name | Number of shares | 0/0 SC | |
|---|---|---|---|
| A - aksje | Total shares | 34,000,000 | |
| · own shares of the company | 0 | ||
| A - aksje Total shares with voting rights | 34,000,000 | ||
| Represented by own shares | 10,663 | 0.03 % | |
| Represented by advance vote | 20,953,327 | 61.63 % | |
| Sum own shares | 20,963,990 | 61.66 % | |
| Represented by proxy | 19,166 | 0.06 % | |
| Represented by voting Instruction | 7,294 | 0.02 % | |
| Sum proxy shares | 26,460 | 0.08 % | |
| Total represented with voting rights | 20,990,450 | 61.74 % | |
| Total represented by share capital | 20,990,450 | 61.74 % | |
| B - aksje | Total shares | 10,580,000 | |
| - own shares of the company | 0 | ||
| B - aksje | Total shares with voting rights | 10,580,000 | |
| Represented by own shares | 16 | 0.00 % | |
| Represented by advance vote | 2,297,277 | 21.71 % | |
| Sum own shares | 2,297,293 | 21.71 % | |
| Represented by proxy | 1,819 | 0.02 % | |
| Represented by voting instruction | 354 | 0.00 % | |
| Sum proxy shares | 2,173 | 0.02 % | |
| Total represented with voting rights | 2,299,466 | 21.73 % | |
| Total represented by share capital | 2,299,466 | 21.73 % |
Registrar for the company:
Signature company:
nordea bank abp, filial norge
WILH. WILHELMSEN HOLDING ASA A-AKSJER
Protocol for general meeting WILH. WILHELMSEN HOLDING ASA A-AKSJER
| ISIN: | NO0010571698 WILH. WILHELMSEN HOLDING ASA A-AKSJER |
|---|---|
| General meeting date: 27/04/2022 10.00 | |
| 27.04.2022 |
| Shares class | For | Against Abstain Poll in | Poll not registered Represented shares with voting rights |
||||
|---|---|---|---|---|---|---|---|
| Agenda item 2 Adoption of the notice and the agenda | |||||||
| A - aksje | 20,990,450 | 0 | 0 | 20,990,450 | 0 | 20,990,450 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||
| total sc in % | 61.74 % | 0.00 % | 0.00 % | 61.74 % | 0.00 % | ||
| B - aksje | 2,299,466 | 0 | 0 | 2,299,466 | 0 | 2,299,466 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||
| Total | 23,289,916 | 0 | 0 | 23,289,916 | 0 | 23,289,916 | |
| Agenda item 4 Approval of the annual accounts and directors report for Wilh. Wilhelmsen Holding ASA for | |||||||
| the financial year 2021, including payment of div | |||||||
| A - aksje | 20,990,450 | 0 | 0 | 20,990,450 | 0 | 20,990,450 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||
| total sc in % | 61.74 % | 0.00 % | 0.00 % | 61.74 % | 0.00 % | ||
| B - aksje | 2,299,466 | 0 | 0 | 2,299,466 | 0 | 2,299,466 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||
| Total | 23,289,916 | 0 | 0 | 23,289,916 | 0 | 23,289,916 | |
| Agenda item 5 Authorization of the board of directors to distribute dividend | |||||||
| A - aksje | 20,990,450 | 0 | O | 20,990,450 | 0 | 20,990,450 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||
| total sc in % | 61.74 % | 0.00 % | 0.00 % | 61.74 % | 0.00 % | ||
| B - aksje | 2,299,466 | 0 | 0 | 2,299,466 | 0 | 2,299,466 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||
| Total | 23,289,916 | 0 | 0 | 23,289,916 | 0 | 23,289,916 | |
| Agenda item 6 Report on the remuneration for senior executives | |||||||
| A - aksje | 20,989,969 | 0 | 481 | 20,990,450 | 0 | 20,990,450 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||
| total sc in % | 61.74 % | 0.00 % | 0.00 % | 61.74 % | 0.00 % | ||
| B - aksje | 2,299,466 | 0 | 0 | 2,299,466 | 0 | 2,299,466 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||
| 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |||
| representation of sc In % total sc in % |
21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||
| 23,289,916 0 481 23,289,916 0 Total 23,289,435 Agenda item 8 Approval of the fee to the company`s auditor |
|||||||
| 3,997 | 0 | 20,990,450 | 0 | 20,990,450 | |||
| A - aksje | 20,986,453 | 0.00 % | |||||
| votes cast in % | 99,98 % | 0.02 % | |||||
| representation of sc in % | 99.98 % | 0.02 % | 0.00 % | 100.00 % | 0.00 % | ||
| total sc In % | 61.73 % | 0.01 % | 0.00 % | 61.74 % | 0.00 % | ||
| B - aksje | 2,299,466 | 0 | 0 | 2,299,466 | 0 | 2,299,466 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||
| Total | 23,285,919 | 3,997 | 0 | 23,289,916 | 0 | 23,289,916 | |
| Agenda item 9 Remuneration of the members of the board of directors | |||||||
| A - aksje | 20,990,377 | 0 | 73 | 20,990,450 | 0 | 20,990,450 | |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||
| total sc in % | 61.74 % | 0.00 % | 0.00 % | 61.74 % | 0.00 % |
| Shares class | FOR | Against Abstain | Poll in | Poli not registered Represented shares with voting rights |
|||||
|---|---|---|---|---|---|---|---|---|---|
| B - aksje | 2,299,466 | 0 | O | 2,299,466 | 0 | 2,299,466 | |||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||||
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||||
| Total | 23,289,843 | 0 | 73 | 23,289,916 | 0 | 23,289,916 | |||
| Agenda item 10 Remuneration of the members of the nomination committee | |||||||||
| A - aksje | 20,990,377 | 0 | 73 | 20,990,450 | 0 | 20,990,450 | |||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||||
| total sc in % | 61.74 % | 0.00 % | 0.00 % | 61.74 % | 0.00 % | ||||
| B - aksje | 2,299,466 | 0 | 0 | 2,299,466 | 0 | 2,299,466 | |||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||||
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||||
| Total | 23,289,843 | 0 | 73 | 23,289,916 | 0 | 23,289,916 | |||
| Agenda item 11.a Election of board member Rebekka Glasser Herlofsen | |||||||||
| A - aksje | 20,984,233 | 6,197 | 20 | 20,990,450 | 0 | 20,990,450 | |||
| votes cast in % | 99.97 % | 0.03 % | 0.00 % | ||||||
| representation of sc in % | 99.97 % | 0.03 % | 0.00 % | 100.00 % | 0.00 % | ||||
| total sc in % | 61.72 % | 0.02 % | 0.00 % | 61.74 % | 0.00 % | ||||
| B - aksje | 2,299,466 | 0 | 0 | 2,299,466 | 0 | 2,299,466 | |||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||||
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||||
| Total | 23,283,699 | 6,197 | 20 | 23,289,916 | 0 | 23,289,916 | |||
| Agenda item 11.b Election of board member Ulrika Laurin | |||||||||
| A - aksje | 20,989,630 | 800 | 20 | 20,990,450 | 0 | 20,990,450 | |||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||||
| total sc in % | 61.73 % | 0.00 % | 0.00 % | 61.74 % | 0.00 % | ||||
| B - aksje | 2,299,466 | 0 | 0 | 2,299,466 | 0 | 2,299,466 | |||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||||
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||||
| Total | 23,289,096 | 800 | 20 | 23,289,916 | 0 | 23,289,916 | |||
| Agenda Item 11.c Election of board member Trond Westlie | |||||||||
| A - aksje | 20,990,230 | 200 | 20 | 20,990,450 | 0 | 20,990,450 | |||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | 0.00 % | |||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % 0.00 % |
100.00 % 61.74 % |
0.00 % | ||||
| total sc in % | 61.74 % 2,299,466 |
0.00 % 0 |
0 | 2,299,466 | 0 | 2,299,466 | |||
| B - aksje | 100.00 % | 0.00 % | 0.00 % | ||||||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||||
| representation of sc in % total sc In % |
21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||||
| Total | 23,289,696 | 200 | 20 | 23,289,916 | 0 | 23,289,916 | |||
| Agenda item 12.a Election of nomination committee chair Jan Gunnar Hartvig | |||||||||
| A - aksje | 20,986,233 | 0 | 4,217 | 20,990,450 | 0 | 20,990,450 | |||
| votes cast in % | 99.98 % | 0.00 % | 0.02 % | ||||||
| representation of sc In % | 99.98 % | 0.00 % | 0.02 % | 100.00 % | 0.00 % | ||||
| total sc in % | 61.72 % | 0.00 % | 0.01 % | 61.74 % | 0.00 % | ||||
| B - aksje | 2,299,466 | 0 | O | 2,299,466 | 0 | 2,299,466 | |||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | ||||
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | ||||
| Total | 23,285,699 | 0 | 4,217 | 23,289,916 | 0 | 23,289,916 | |||
| Agenda Item 12.b Election of nomination committee member Frederik Selvaag | |||||||||
| A - aksje | 20,986,233 | 0 | 4,217 | 20,990,450 | 0 | 20,990,450 | |||
| votes cast in % | 99.98 % | 0.00 % | 0.02 % | ||||||
| representation of sc in % | 99.98 % | 0.00 % | 0.02 % | 100.00 % | 0.00 % | ||||
| total sc in % | 61.72 % | 0.00 % | 0.01 % | 61.74 % | 0.00 % | ||||
| B - aksje | 2,299,466 | 0 | O | 2,299,466 | O | 2,299,466 | |||
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | ||||||
| representation of sc In % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % |
| Shares class | FOR | Against Abstain Poll in | Poll not registered | Represented shares with voting rights |
||
|---|---|---|---|---|---|---|
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | |
| Total | 23,285,699 | 0 | 4,217 23,289,916 | 0 | 23,289,916 | |
| Agenda item 12.c Election of nomination committee member Silvija Seres | ||||||
| A - aksje | 20,985,033 | 1,400 | 4,017 | 20,990,450 | 0 | 20,990,450 |
| votes cast in % | 99.97 % | 0.01 % | 0.02 % | |||
| representation of sc in % | 99.97 % | 0.01 % | 0.02 % | 100.00 % | 0.00 % | |
| total sc in % | 61.72 % | 0.00 % | 0.01 % | 61.74 % | 0.00 % | |
| B - aksje | 2,299,466 | 0 | 0 | 2,299,466 | 0 | 2,299,466 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | |
| Total | 23,284,499 | 1,400 | 4,017 | 23,289,916 | 0 | 23,289,916 |
| Agenda item 13 Authorisation of the board of directors to acquire shares in the company | ||||||
| A - aksje | 20,986,313 | 140 | 3,997 | 20,990,450 | 0 | 20,990,450 |
| votes cast in % | 99.98 % | 0.00 % | 0.02 % | |||
| representation of sc in % | 99.98 % | 0.00 % | 0.02 % | 100.00 % | 0.00 % | |
| total sc in % | 61.72 % | 0.00 % | 0.01 % | 61.74 % | 0.00 % | |
| B - aksje | 2,299,466 | 0 | 0 | 2,299,466 | 0 | 2,299,466 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 0.00 % | 100.00 % | 0.00 % | |
| total sc in % | 21.73 % | 0.00 % | 0.00 % | 21.73 % | 0.00 % | |
| Total | 23,285,779 | 140 | 3,997 | 23,289,916 | 0 | 23,289,916 |
Registrar for the company:
Signature company:
NORDEA BANK ABP, FILIAL NORGE
WILH. WILHELMSEN HOLDING ASA A-AKSJER
DA
Share information
| Name | Total number of shares Nominal value Share capital Voting rights | ||
|---|---|---|---|
| A - aksje | 34,000,000 | 20.00 680,000,000.00 Yes | |
| i B - aksje | 10,580,000 | 20.00 211,600,000.00 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