Notice to attend the annual general meeting in Viking Supply Ships Ab (Publ)
Shareholders of Viking Supply Ships AB (publ) are hereby invited to the Annual General Meeting on Thursday, April 29, 2021.
In order to prevent the spread of the coronavirus infection (COVID-19), the Board of Directors has decided that the Annual General Meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by post prior to the General Meeting.
Shareholders who wish to attend the Annual General Meeting must be registered in the share register kept by Euroclear Sweden AB on Wednesday, April 21, 2021 or, if the shares are trustee-registered, request that the shares are registered in the shareholder’s own name for voting purposes by the trustee not later than on Friday, April 23, 2021, and notify their intention to participate by having submitted a postal vote in accordance with the instructions under the heading “Voting by post” below in such manner that Computershare AB has received the postal vote by Wednesday, April 28, 2021, at the latest. Please note that a notification to attend the Annual General Meeting can only be done by a postal vote.Shareholders, who have trustee-registered shares with a bank or other trustee, must re- register the shares in their own name with Euroclear Sweden AB to be entitled to participate in the Annual General Meeting. As set out above, such registration, which may be temporary, must be completed on Friday, April 23, 2021. This means that shareholders must inform the trustee (bank or broker) of this request in ample time prior to this date.
Voting by post
The Board of Directors has decided that the shareholders shall have the opportunity to exercise their voting rights by a postal vote pursuant to Sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. When voting by post, the shareholder shall use the voting form and follow the company's instructions that are available on the company's website: www.vikingsupply.com and at the company’s offices, Idrottsvägen 1, SE-444 31 Stenungsund. A completed and signed voting form should be sent by mail to Computershare AB, “AGM of Viking Supply Ships”, Box 5267, SE-102 46 Stockholm. Completed forms must be received by Computershare AB by Wednesday, April 28, 2021, at the latest. The completed and signed form may alternatively be submitted electronically and is then to be sent to firstname.lastname@example.org. Shareholders can also submit their postal votes electronically with BankID through the company’s website: www.vikingsupply.com. If the shareholder votes by proxy, a written and dated power of attorney shall be enclosed with the voting form. Proxy form is available upon request and on the company’s website, www.vikingsupply.com. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the voting form.Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal vote becomes invalid. Further information and conditions can be found in the voting form.As per the date of this notice, the company has a total of 9,327,339 shares distributed as 455,055 series A shares and 8,872,284 series B shares. The total number of votes amounts to 13,422,834 of which 4,550,550 of the votes are represented by series A shares and 8,872,284 are represented by series B shares. As per the date of this notice, the company holds no treasury shares.
Proposal for the agenda at the Annual General Meeting:
- Election of the Chairman of the meeting.
- Election of one or two persons to verify the minutes.
- Preparation and approval of the voting list.
- Determination that the meeting has been duly convened.
- Approval of the agenda.
- Presentation of
- the annual report and the auditors’ report for the parent company as well as the consolidated accounts and the auditors’ report for the group.
- the auditor’s statement regarding the company’s compliance with the guidelines for remuneration to members of the executive management.
- Resolution on:
- adoption of the income statement and the balance sheet for the parent company and the consolidated income statement and consolidated balance sheet for the group.
- disposition pertaining to profits for the year according to the adopted balance sheet.
- discharge from liability in respect of the members of the Board of Directors and the CEO.
- Determination of the number of members of the Board of Directors and auditors.
- Determination of remuneration to the members of the Board of Directors and the auditors.
- Election of members of the Board of Directors and Chairman of the Board of Directors.
- Election of auditors.
- Resolution regarding the establishment of a Nomination Committee for the next Annual General Meeting.
- Resolution on approval of the remuneration report.
- Resolution to amend the Articles of Association.
- Closing of the meeting.
Proposals for resolution:Item 1 – Election of Chairman of the meetingThe Nomination Committee proposes that the Annual General Meeting elects the memberof the Swedish Bar Association Carl Westerberg as Chairman of the meeting.
Item 2 - Election of one or two persons to verify the minutes The Board of Directors proposes Claes-Göran Haraldsson or, in his absence, the person designated by the Board of Directors, as, in addition to the Chairman, person to verify the minutes. Also, such assignment includes verifying the voting list and that the received postal votes are correctly reflected in the minutes.
Item 3 - Preparation and approval of the voting list The voting list that is proposed to be approved under item 3 on the agenda is the voting list that Computershare AB has prepared, on behalf of the company, based on the shareholders register and received postal votes and which has been verified and approved by the persons to verify the minutes.
Item 7 b) – Disposition pertaining to the company’s profitsThe Board of Directors proposes that no dividend should be paid for the fiscal year 2020 and that the profits should be carried forward to the new accounts.
Item 8 – Determination of the number of members of the Board of Directors and auditors The Nomination Committee proposes that the Board of Directors should consist of five members elected by the general meeting, without deputy members. For the auditing of the company’s accounting and management the Nomination Committee proposes an accounting firm.
Item 9 – Determination of remuneration to the members of the Board of Directors and the auditors
The Nomination Committee proposes that remuneration to the Chairman of the Board of Directors should be SEK 300,000 and that remuneration to each of the other elected members of the Board of Directors should be SEK 200,000. The total remuneration for the Board of Directors is thus proposed to be SEK 1,100,000. Since the Board of Directors of the company has been the same as for the wholly-owned subsidiary Viking Supply Ships A/S, it is proposed that the remuneration shall be payable from the subsidiary if the Boards of the two companies are identical. The Nomination Committee proposes that remuneration to the auditor shall be paid on approved account.
Item 10 – Election of members of the Board of Directors and Chairman of the Board of Directors
The Nomination Committee proposes that Bengt A. Rem, Folke Patriksson, Erik Borgen, Håkan Larsson and Magnus Sonnorp are re-elected as members of the Board of Directors for a period until the end of the 2022 Annual General Meeting.Further, the Nomination Committee proposes that Bengt A. Rem is re-elected as Chairman of the Board of Directors and that Folke Patriksson is re-elected as Vice-chairman of the Board of Directors.For details about the proposed members of the Board of Directors, please see the company’s website, www.vikingsupply.com.
Item 11 – Election of auditorsThe Nomination Committee proposes re-election of the registered accounting firm Rödl & Partner Nordic AB as the auditor of the company for a period until the end of the 2022 Annual General Meeting. Rödl & Partner Nordic AB has informed the company that the authorized public accountant Mathias Racz will be re-appointed as the auditor in charge, if the Annual General Meeting resolves in accordance with the Nomination Committee’s proposal.
Item 12 – Proposal regarding the establishment of a Nomination Committee for the next Annual General Meeting
The Nomination Committee proposes that the election of the Nomination Committee for the 2022 Annual General Meeting shall be made according to the following model.The Chairman of the Board of Directors will be assigned the task of contacting the three largest shareholders or owner groups as per the last share trading day in August 2021 and ask them to appoint one member each to the Nomination Committee, which will consist of four members, including the Chairman of the Board of Directors. If such a shareholder declines to elect a member, the fourth largest owner or owner group will be asked, and so on, provided that the owner holds a minimum of 3% of the votes in the company. Should none of the asked shareholders or owner groups, holding at least 3% of the votes in the company, choose to appoint a member to the Nomination Committee, the Nomination Committee shall consist of three members. The members that are elected in this manner, along with the Chairman of the Board of Directors as convener, will form the Nomination Committee. The Nomination Committee will appoint its Chairman within the committee.The names of the members of the Nomination Committee and the shareholders they represent shall be announced as soon as possible after that, but not later than six months prior to the 2022 Annual General Meeting. The mandate period for the appointed Nomination Committee shall extend until a new Nomination Committee is appointed. In the event that one member of the Nomination Committee resigns or no longer represents one of the largest owners in the company according to the above model, the Nomination Committee shall be entitled to appoint another representative for the larger shareholders to replace such member.The members of the Nomination Committee are to promote the common interests of all shareholders. Committee members are not to reveal the content and details of nominations discussions unduly. Before accepting the assignment, each member of the Nomination Committee is to consider carefully whether there is any conflict of interest or other circumstance that makes membership of the Nomination Committee inappropriate.The Nomination Committee shall fulfil the tasks set out in the Swedish Corporate Governance Code and shall submit proposals on the following matters for resolution by the 2022 Annual General Meeting:
- proposal for Chairman of the Annual General Meeting,
- proposal for Board of Directors,
- proposal for Chairman of the Board of Directors,
- proposal for auditors,
- proposal for remuneration to the Board of Directors, including distribution between the Chairman and the other members of the Board of Directors,
- proposal for remuneration to the auditors of the company,
- proposal for the establishment of the Nomination Committee for the 2023 Annual General Meeting, and
- instructions for the Nomination Committee.
Item 13 – Resolution on approval of the remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Item 14 – Amendments to the Articles of Association
In order to facilitate the future execution of General Meetings after the expiry of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations, the Board of Directors proposes that a new § 14 shall be included in the Articles of Association and that it shall read as follows:
§ 14 - The Board of Directors may decide before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting.
In order to be valid, a resolution regarding amendment of the Articles of Association requires approval of at least two thirds of the votes cast and the shares represented at the Annual General Meeting.
Information at the Annual General Meeting
Upon request by any shareholder and where the Board of Directors believes that it may be done without significant harm to the company, the Board of Directors and the CEO shall provide information of circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the company’s or its subsidiaries’ financial situation and the company's relation to other companies within the group and the consolidated accounts.
A request for such information should be made in writing to Viking Supply Ships AB, Idrottsvägen 1, SE-444 31 Stenungsund, Sweden, att: Morten G. Aggvin or by email to email@example.com at the latest on Monday, April 19, 2021. Requested information will be made available at the Company’s offices, Idrottsvägen 1, SE-444 31 Stenungsund and at www.vikingsupply.com by Saturday, April 24, 2021, at the latest. Within the same time, the information will also be sent to the shareholder that has requested it and provided an address.
Use of personal data
For information regarding the processing of your personal data, please refer to the privacy policies of Euroclear and Computershare, available on their respective websites: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and www.computershare.com/se/gm-gdpr.
Accounting documentation and the auditors’ report, the auditors’ statement regarding Item 6 b) and all other documents will be available on Thursday, April 8, 2021 at the latest, at the company’s office and at the website, www.vikingsupply.com. The documents will also be sent to shareholders who request this and provide their address. All documents above will be presented at the Annual General Meeting.
Gothenburg in March 2021 Viking Supply Ships AB (publ) The Board of Directors
FOR FURTHER INFORMATION, PLEASE CONTACT
Trond Myklebust, CEO, ph. +47 95 70 31 78, e-mail firstname.lastname@example.org
Morten G. Aggvin, CFO, ph. +47 41 04 71 25, e-mail email@example.com
Viking Supply Ships AB is a world leading company within offshore and ice-breaking services, with activities primarily in Arctic and subarctic areas. The Company also has the operational and technical management for the five Swedish state owned ice-breakers (Swedish Maritime Administration). The Company’s series B share is listed at Nasdaq Stockholm, Small Cap segment. www.vikingsupply.com.