Unauthorized translation. In the event of any discrepancy between the Norwegian and English text, the Norwegian takes precedence.
MINUTES OF
EXTRAORDINARY GENERAL MEETING IN
AMERICAN SHIPPING COMPANY ASA
On 6 October 2022 at 10:00 (CET) an Extraordinary General Meeting in American Shipping Company ASA, reg. no. 988 228 397, was held digitally via Lumi AGM webcast.
The following items were on the agenda:
1. OPENING OF THE ANNUAL GENERAL MEETING, INCLUDING APPROVAL OF THE NOTICE AND AGENDA
The Extraordinary General Meeting was opened and chaired by Annette Malm Justad, Chair of the Board.
The record of attending shareholders showed that 28,416,896 shares, corresponding to 42,62% of the total share capital, were represented. The list of attending shareholders and the voting results for each matter are enclosed to these minutes.
No objections were made to the notice and the agenda, and the General Meeting was declared duly constituted.
2. ELECTION OF A PERSON TO CO-SIGN THE MINUTES ALONG WITH THE MEETING CHAIR
Kristin Lødrup Parnemann was elected to co-sign the minutes of the General Meeting together with the meeting chair.
3. SHARE CAPITAL INCREASE IN CONNECTION WITH PRIVATE PLACEMENT
The General Meeting adopted the following resolution:
- The share capital is increased by NOK 5,185,683 by the issuance of 5,185,683 shares, each of the nominal value of NOK 1.
- The subscribers shall pay NOK 36 per shares, so that the total of the consideration for the shares is NOK 186,684,588.
- The shareholders’ pre-emption rights are set aside. The new shares shall be subscribed for by Clarksons Platou AS, DNB Markets, a part of DNB Bank ASA and/or Pareto Securities AS for and on behalf of the following in accordance with the allocations below:
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- Aker Capital AS – 2,144,394 shares
- DNB Bank ASA – 1,284,482 shares
- Skandinaviska Enskilda Banken AB – 1,703,807 shares
- Homlungen AS – a company owned by Chair of the Board Annette Malm Justad – 8,000 shares
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- Vilja AS – a company partly owned by board member Peter Knudsen – 15,000 shares
- Pål Lothe Magnussen, CEO – 30,000 shares
- Subscription of the new shares shall take place on a separate subscription document within 14 October 2022.
- The consideration for the shares shall be settled by cash payment to a separate bank account within 14 October 2022.
- The new shares give shareholder rights in the Company, including right to dividends, from the time the capital increase has been registered in the Norwegian Register of Business Enterprises.
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The articles of association § 4 shall be amended to read as follows:
“The Company’s share capital is NOK 71,863,838, divided into 71,863,838 shares, each with a nominal value of NOK 1. The Company’s shares shall be registered with the Norwegian Central Securities Depository (Nw. Verdipapirsentralen).” - The estimated cost of the capital increase is NOK 5 million.
4. AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH FUTURE INVESTMENTS ETC.
The General Meeting adopted the following resolution:
- The Board of Directors is authorized to increase the share capital by up to NOK 6,061,650.
- The authorization is valid up to the Annual General Meeting in 2023, but no longer than June 30, 2023.
- The pre-emptive rights of the existing shareholders pursuant to section 10-4 of the Public Limited Liability Companies Act may be derogated from.
- The authorization includes share capital increase against non-cash contributions, rights to assume special obligations on behalf of the Company in addition to resolution of merger and demerger, cf. the Public Limited Liability Companies Act section 13-5 and 14-6 (2). The authorization can be used in situations as described in the Securities Trading Act section 6-17.
- The authorization can only be used in connection with strengthening of the Company’s equity capital, or to raise equity capital for future investments within the Company’s scope of operations.
- This authorization replaces the authorization to increase capital which is registered with the Norwegian Register of Business Enterprises.
5. CHANGE IN COMPANY NAME
The General Meeting adopted the following resolution:
- The name of the Company is changed from “American Shipping Company ASA” to “AMSC ASA”.
- The following text shall replace the heading of the Articles of Association: “Articles of Association of AMSC ASA”.
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The articles of association § 1 shall be amended to read as follows:
“The Company is a public limited liability company. The name of the Company is
AMSC ASA.”
There were no further items on the agenda. The Chair of the meeting thanked the participants for their attendance, and the General Meeting was thereafter adjourned.
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Oslo, 6 October 2022 |
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(sign.) |
(sign.) |
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Annette Malm Justad, Chair |
Kristin Lødrup Parnemann, co-signer |
Attendance Summary Report
American Shipping Company ASA
EGM
6 October 2022
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Registered Attendees: |
4 |
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Total Votes Represented: |
28 416 896 |
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Total Accounts Represented: |
30 |
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Total Voting Capital: |
66 678 155 |
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% Total Voting Capital Represented: |
42,62 % |
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Sub Total: |
4 |
0 |
28 416 896 |
|
|
Capacity |
Registered Attendees |
Registered Non-Voting Attendees |
Registered Votes |
Accounts |
|
Shareholder (web) |
1 |
0 |
3 815 |
1 |
|
Chair of the Board with Proxy |
1 |
0 |
2 095 311 |
9 |
|
Chair of the Board with Instructions |
1 |
0 |
10 874 563 |
11 |
|
Advance votes |
1 |
0 |
15 443 207 |
9 |
Freddy Hermansen
DNB Bank ASA
Issuer Services
AMERICAN SHIPPING COMPANY ASA EXTRAORDINARY GENERAL MEETING 6 OCTOBER 2022
As scrutineer appointed for the purpose of the Poll taken at the Extraordinary General Meeting of the Members of the Company held on 6 October 2022, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
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Issued voting shares: 66 678 155 |
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VOTES |
% |
VOTES |
% |
VOTES |
VOTES |
% ISSUED |
NO VOTES |
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|
FOR / FOR |
MOT / |
AVSTÅR / |
TOTAL |
VOTING |
IN |
||||
|
SHARES |
MEETING |
||||||||
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AGAINST |
ABSTAIN |
||||||||
|
VOTED |
|||||||||
|
1 |
28 416 896 |
100,00 |
0 |
0,00 |
0 |
28 416 |
896 |
42,62 % |
0 |
|
2 |
28 416 731 |
100,00 |
0 |
0,00 |
165 |
28 416 |
896 |
42,62 % |
0 |
|
3 |
28 400 057 |
99,97 |
9 554 |
0,03 |
7 285 |
28 416 |
896 |
42,62 % |
0 |
|
4 |
28 095 670 |
98,89 |
313 941 |
1,11 |
7 285 |
28 416 |
896 |
42,62 % |
0 |
|
5 |
28 416 361 |
100,00 |
370 |
0,00 |
165 |
28 416 |
896 |
42,62 % |
0 |
Freddy Hermansen
DNB Bank ASA
Issuer Services
Disclaimer
American Shipping Company ASA published this content on 06 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 October 2022 13:11:02 UTC.
Publicnow 2022
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Technical analysis trends AMERICAN SHIPPING COMPANY ASA
| Short Term | Mid-Term | Long Term | |
| Trends | Bearish | Neutral | Neutral |
Income Statement Evolution
|
Sell  Buy |
|
| Mean consensus | BUY |
| Number of Analysts | 2 |
| Last Close Price | 3,39 $ |
| Average target price | 4,43 $ |
| Spread / Average Target | 30,9% |
