The ordinary general meeting of Proximar Seafood AS is hereby convened and will be held Thursday April 20 at 10:00 am CET.
All proposals on the agenda were adopted, cf. the notice of the annual general meeting that was sent to the Oslo Stock Exchange on 12 April 2023. The annual general meeting elected a new board member Anders Ombustvedt replacing Fridtjof Falck.
"Mr Ombustvedt has followed Proximar closely from inception and he has valuable experience for the stages we are entering," says CEO of Proximar, Joachim Nielsen. Anders Ombustvedt has since 2014 been partner and Investment Director of Daimyo AS, which is a significant shareholder in Proximar Seafood. Mr Ombustvedt has various experience from planning, financing, construction and operation of complex industrial plants.
The Annual Meeting reelected Katrine Trovik as Chair and Per Grieg as member. The new Board of Directors now comprises of Katrine Trovik (chair), Per Grieg, Viggo Halseth, Peter Hermanrud and Anders Ombustvedt.
Files for download:
- Appendix 1: Register of shareholders represented at the general meeting
- Appendix 2: Number of shares and votes represented
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The company has decided to hold this year's annual general meeting as a digital meeting, via Microsoft Teams. All shareholders are invited to participate online. There will be no opportunity for physical attendance. Shareholders who want to attend and have the opportunity to ask question at the General Meeting via video, are asked to notify the Company by email to ir@proximar.com by April 19 2023 at 4:00 p.m. (CET). Such shareholders will then receive an invitation via Microsoft Teams.
The shareholders are also asked to register attendance, including voluntary proxy and instructions by clicking here, or by logging in through VPS Investor Services.
Non-electronical registration of proxy/instructions:
PROXY Shareholders wishing to vote at the annual general meeting may send an proxy form (i) by e-mail to genf@dnb.no or (ii) by mail to DNB Bank ASA, Verdipapirservice, Postboks 1600 Sentrum, 0021 Oslo, Norway. The proxy form must be received by DNB Bank ASA by Wednesday April 19 2023 at 4:00 p.m. A proxy form with and without instructions has been distributed to the shareholders as an appendix to this notice. Identification for the shareholder or a company certificate (certificate of incorporation) if the shareholder is a legal person, must be attached to the proxy form.
1 Opening of the general meeting by the Chair of the Board
2 Election of chair for the meeting and person to co-sign the minutes
The Board proposes that Katrine Trovik is elected as chair of the meeting.
3 Approval of the notice and agenda
The Board proposes that the notice and the agenda be approved.
4 Approval of the annual accounts and the Board of Directors’ report for the 2022 financial year for Proximar Seafood AS, including distribution of dividends
Reference is made to the annual report, including the annual accounts, the Board of Directors’ report and the auditor's statement for the financial year 2022. The full annual report is available on the following website: www.proximarseafood.com/investor/reports-and-presentations. The Board proposes that no dividends will be paid for the financial year 2022.
The Board proposes that the General Meeting approves the annual accounts and the Board of Directors’ report for the financial year 2022 for Proximar Seafood AS.
5 Approval of remuneration to the company's external auditor for 2022
The Board proposes that the remuneration of NOK 385,000 to the company's external auditor, Deloitte AS, for the financial year 2022 be approved. Information on other costs of Deloitte AS is included in note 5 to the annual accounts for Proximar Seafood AS, which is available on the company's website.
6 Election of Board Members
Reference is made to the nomination committee’s proposal, please see Appendix 2. The Board proposes that the General Meeting votes on the proposal for the election of board members in one unified vote. The board members' period of service is proposed to be set at 2 years. Pursuant to this proposal, the Board of Directors will have the following shareholder-elected directors:
•Katrine Trovik (Chair) – re-elected
•Per Grieg – re-elected
•Viggo Halseth – not on election
•Peter Hermanrud – not on election
•Anders Ombustvedt - new election
7 Determination of remuneration to Board Members
Reference is made to the nomination committee’s proposal, please see Appendix 2. The Board of Directors proposes that the General Meeting approves the recommendation.
8 Authorisation to the Board of Directors to increase the share capital by up to 10%
In order to give the Board financial flexibility and to ensure rapid access to financing or for other general corporate purposes, the Board proposes that it is granted an authorisation to increase the company's share capital. The Board of Directors proposes that a power of attorney of up to 10% of the company's current share capital is granted.
In order to use the power of attorney in the best possible commercial way, it may be appropriate in some situations to make a private placement to investors who are not currently shareholders. It is therefore also proposed that the board of directors be authorised to deviate from the shareholders' pre-emption rights using the authorisation.
On this background, the Board proposes that the Company's General Meeting makes the following resolution on board authorisation:
1. The share capital may be increased by NOK 403,277 in total;2. The authorisation shall apply until the Company's annual general meeting in 2023, but not further than until and including 30 June 2024;3. The shareholders' pre-emption rights may be waived, cf. Section 10-5 of the Norwegian Limited Liability Companies Act;4. The authorisation includes an increase in capital in assets other than money or the right to incur special obligations on the Company.5. The Company's shares shall not be of various share class;6. The authorisation does not include a decision on a merger pursuant to Section 13-5 of the Norwegian Limited Liability Companies Act.
9 Amendments to the Articles of Association
As an adaptation to new rules on shareholder rights at the general meeting, the Board proposes that the company's articles of association state that shareholders who want to participate in the general meeting must give the company advance notice of their participation, cf. new Section 5-3 (1) of the Norwegian Limited Liability Companies Act. The Board proposes that the General Meeting adopt the following amendment to the Articles of Association:
§7 General Meeting
From:
“The annual general meeting is held within the end of June each year. The notice is madeelectronically by email to the shareholders at least 1 week in advance. Documents concerning mattersto be considered at the general meeting do not need to be sent to the shareholders if the documentsare available on the company's website. This also applies to documents which by law shall be includedin or appended to the notice of general meeting. A shareholder may nevertheless request thatdocuments concerning matters to be considered at the general meeting be sent.
At the annual general meeting the following shall be considered and decided:
1.Approval of the annual report and the annual accounts – including distribution of dividends;
2.Any other matters which by law or the articles of association belong to the general meeting,including elections.”
Into:
“The annual general meeting is held within the end of June each year. The notice is made electronically by email to the shareholders at least 1 week in advance. Documents concerning matters to be considered at the general meeting do not need to be sent to the shareholders if the documents are available on the company's website. This also applies to documents which by law shall be included in or appended to the notice of general meeting. A shareholder may nevertheless request that documents concerning matters to be considered at the general meeting be sent.
At the annual general meeting the following shall be considered and decided:
1.Approval of the annual report and the annual accounts – including distribution of dividends;
2.Any other matters which by law or the articles of association belong to the general meeting,including elections.
Shareholders who want to participate in the general meeting must give the company advance notice of their participation no later than 11.59 pm two working days before the general meeting, cf. new Section 5-3 (1) of the Norwegian Limited Liability Companies Act."
The articles of association updated in accordance with the suggestions above is attached as Appendix 3.
SHAREHOLDERS' RIGHTS IN CONNECTION WITH GENERAL MEETINGS Shareholders have the right to submit matters to the agenda of the general meeting, provided that such proposals are sent in writing to the board with a proposal for a resolution or justification for why the matter should be on the agenda of the general meeting, no later than 7 days before the general meeting is to be held. Shareholders have the right to bring an advisor to the general meeting and allow the adviser to speak on behalf of the shareholder. Shareholders have the right to prepare proposals for decisions on matters on the agenda for the general meeting, and to require board members and the general manager to provide available information on matters that may affect the assessment of (i) the approval of the annual accounts and the annual report; (ii) matters submitted to shareholders for decision; and (iii) the company's financial position, including the activities of other companies in which the company participates, and (IV) other matters to be dealt with by the general meeting, unless the information required cannot be provided without disproportionate harm to the company. PROXIMAR SEAFOOD AS - NUMBER OF VOTING SHARES Proximar Seafood AS is a limited company subject to Norwegian legislation. Each share has one vote and the shares also have equal rights. There are a total of 40,327,650 shares in Proximar Seafood AS as of the date of this notice. The total number of voting shares is thus 40,327,650.
OTHER CONDITIONS This notice, other case documents and the company's articles of association are available on the company's website. If the notice and other case documents are requested to be sent, the inquiry can be directed to: Proximar Seafood AS by email to ir@proximar.com. A proxy form for the general meeting has been distributed to the shareholders together with this notice.
Click here for english version of the notice in PDF
Trykk her for norsk utgave av innkalling i PDF
Attachments to this notice:
Appendix 1: Registration of attendance and Proxy Form (trykk her for norsk utgave)
Appendix 2: The nomination committee’s proposal (trykk her for norsk utgave)
Appendix 3: Articles of association updated in accordance with the suggestion in item 9 (trykk her for norsk utgave)
