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Annual General Meeting Minutes - PDF

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									Office Translation




                  MINUTES FROM THE ANNUAL GENERAL MEETING


On 22 March 2006 at 12.00 am the annual general meeting in Aker Yards ASA was held at
Ingeniørenes Hus, Oslo.


1.     Opening of the annual general meeting and recording of shareholders represented at
       the meeting


Chairman of the board, Leif-Arne Langøy, opened and chaired the meeting in accordance
with the Public Limited Liability Companies Act § 5-12 (1) and § 9 in the companies Articles
of Association.


The company’s auditor Jan Egil Haga of Ernst & Young and DnB NOR Verdipapirservice
was also present and it was reported that the auditor would be able to assist in controlling the
outcome of any voting over the items on the agenda. It was further reported that
representatives from the press were present, without any objections being made by the
shareholders.


The record regarding attendance from the shareholders showed that 12,450,946 of a total of
20,602,164 shares were present. Thus 60.44% of the company’s share capital was represented
at the general meeting. A complete list of the shareholders present is enclosed hereto as
Appendix 1.




2.     Election of person to co-sign the minutes along with chairman of the meeting


Leif Holmelid was elected to co-sign the minutes together with chairman of the meeting.




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Office Translation

3.     Approval of meeting notice and agenda for the general meeting


It was reported that the notice and its appendices had been distributed to all shareholders with
known residence and that the notice was completed in accordance with the Articles of
Association and the Public Limited Liability Companies Act.


There were no objections to the notice and the general meeting was declared opened.


4.     Presentation of the business activities


CEO Karl Erik Kjelstad and CFO Leif Borge gave a presentation of the business activities,
the important occurrences in the group in 2005 and the main figures from the annual accounts
for 2005.


Following the presentation it was opened for questions and comments.


5.     Approval of the annual accounts for 2005 for Aker Yards ASA and the group,
       including the annual report


The chairman of the meeting reported that the complete annual settlement and accounts were
included in the annual report sent to the shareholders. The annual accounts consist of the
board’s proposal for annual financial statements for Aker Yards ASA and the group, the
directors’ report, the auditor’s report for 2005 and the board’s proposal for distribution of
dividend of NOK 15.50 per share. The chairman of the meeting reported that the current share
capital of the company entails a total dividend of NOK 319,333,542, which will be distributed
to the company’s shareholders as at the end of 4 April 2006. In accordance with the
agreement presented for approval in item 14 of the agenda for the ordinary general meeting,
shares issued by possible conversion will be entitled to dividend for 2005 in line with the
existing shares. Provided that the agreement is approved and conversion is completed the total
amount of dividend will be NOK 352,181,963.50.


The company intends to transfer the dividend to the shareholders on or about 19 April 2006.


The remainder of the key figures was accounted for by Leif Borge in his presentation.

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Office Translation



On request by the chairman of the meeting the auditor of the company Jan Egil Haga of Ernst
& Young read the conclusion in the auditors report.


The annual accounts for 2005 for Aker Yards ASA and the group, including the annual report,
hereunder that a dividend for 2005 of NOK 15.50 per share shall be distributed, was thereafter
approved by the general meeting with 12,443,306 votes in favour of the proposal and 7,640
votes waiving.


6.     Determination of board members’ remuneration for 2004


The Nomination Committee has in its proposal proposed that the board members’
remuneration for 2005 is set to a total of NOK 2.175.000. This is divided with NOK 325,000
to the Chairman of the board, NOK 275.000 to the vice president of the board and NOK
225.000 to each of the remaining members of the board. Upon request from the chairman of
the board Leif-Arne Langøy and board member Martinus Brandal, their remuneration is paid
to their employer, Aker ASA.


The general meeting thereafter resolved unanimously that the board members’ remuneration
for 2005 shall be set in accordance with the proposal from the Nomination Committee.


7.     Determination of Nomination Committee members’ remuneration for 2005


It has been proposed that remuneration for the Nomination Committee members for 2005 is
set to NOK 10.000 to each of the members.


The general meeting thereafter resolved, with 12,449,546 votes in favour and 1,400 votes
waived that the remuneration to the members of the Nomination Committee for 2005 shall be
set in accordance with the proposal from the Nomination Committee.




8.     Approval of auditors’ fees for 2004


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Office Translation



Fees for auditor related services in 2005 were in total NOK 9,067,000, of which NOK
1,124,000 were fees for audit of Aker Yards ASA. In addition NOK 339,000 has been paid in
consultant fees to Ernst & Young. The amounts are ex VAT.


The general meeting approved unanimously the fees for the auditor for 2005.


9.     Election of board members


Member of the Nomination Committee, Rune Bjerke, presented the Nomination Committee’s
proposal for new board members.



Today, the company’s board of directors consists of nine members, of whom six have been
elected by the shareholders. The Nomination Committee has proposed that the six members
elected by the shareholders be re-elected for an election period of two years. The Nomination
Committee has further proposed that the number of board members be extended to ten by
electing Carola Teir-Lehtinen as a new board member for an election period of two years.



The general meeting resolved with 12,439,506 votes in favour and 11,440 votes waived to re-
elect the six board members elected by the shareholders, and to extend the number of board
members to ten by electing Carola Teir-Lehtinen as its new board member. They were all
elected for an election period of two years.




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Office Translation




10.    Election of members to the Nomination Committee



Member of the Nomination Committee, Rune Bjerke, presented the Nomination Committee’s
proposal for the election of members to the Nomination Committee. The Nomination
Committee proposes that the three present members be re-elected for a period of two years.
The general meeting thereafter resolved with 12,439,506 votes in favour and 11,440 votes
waived to re-elect the three members of the Nomination Committee for an election period of
two years.



11.    Reduction of the share premium reserve by transfer to other equity



CFO Leif Borge gave a further account for the Board’s proposal to reduce the company’s
share premium reserve by NOK 3,000,000,000 by transfer to other equity. The general
meeting thereafter resolved unanimously to transfer NOK 3,000,000,000 from the share
premium reserve to other equity.



12.    Board authorisation to increase the company’s share capital



The chairman of the board presented the proposal to provide authorisation to the board to
increase the company’s share capital. The general meeting thereafter resolved with
11,722,213 votes in favour and 728,733 votes against the proposal to provide authorisation to
the board to increase the company’s share capital:



”(a)   Authorisation to increase the company’s share capital granted on 30 March 2005 is
       withdrawn.”

(b)    The Board of Directors is authorised to increase the company’s share capital by up to
       NOK 200,000,000 through new share subscription(s).




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Office Translation

(c)    The Board of Directors can decide to derogate from the shareholders’ preferential
       rights. The power of attorney also comprises an increase of capital against non-cash
       contributions and a resolution on a merger. The power of attorney may be used in one
       or more resolutions. The power may also be used in such circumstances as referred to
       in the Stock Exchange Act, Section 5-15, and the Securities Trading Act, Section 4-17.

(d)    The authorisation is valid for a period of eighteen (18) months from the date of the
       general meeting.”



13.    Board authorisation to acquire company shares



The Chairman of the Board presented the reason behind the proposal to grant authorisation to
the board to acquire company shares. The general meeting thereafter resolved unanimously
the following authorisation for the board to acquire company shares:



”(a)   The authorisation to acquire company shares granted on 30 March 2005 is
       withdrawn.

(b)    The Board is authorised to acquire company shares with an aggregate par value not
       to exceed NOK 40,000,000. The authorisation also comprises acquisition of
       agreement liens in shares.

(c)    The highest per-share price to be paid under the authorisation is NOK 750 and the
       lowest per-share price is NOK 1. The Board is free to decide the method of acquisition
       and disposal of company shares.

(d)    The authorisation is valid for a period of eighteen (18) months from the date of the
       general meeting.”




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Office Translation




14.    Approval of an amendment agreement regarding convertible loan at a nominal
       value of NOK 236,000,000



The chairman of the board presented the reasons for the amendment agreement with the
present holder of all bonds under the convertible loan at a nominal value of
NOK 236,000,000. It was referred to the fact that the board wanted the general meeting to
endorse the agreement, and that they therefore have presented the agreement for the approval
by the general meeting.



With 11,826,513 votes in favour and 623,033 votes against the general meeting passed the
following resolution:



“The General Meeting approved the amendment agreement dated 13 February 2006 to a loan
agreement regarding a convertible bond loan, dated 21 September 2004, between Aker Yards
ASA and Aker ASA”.

                                            ***




No further items being on the agenda, the general meeting was adjourned


Oslo, 22 March 2006




_______________________                           _______________________
Leif-Arne Langøy                                  Leif Holmelid




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