All resolutions were made in accordance with the summons for the Annual General
Meeting of I.M. Skaugen SE held on 18 March 2010.
61.31 per cent of the share capital was represented.
The presentation material used at the AGM is also available at the web site
(www.skaugen.com).
The following resolutions were passed:
Re. Election of the Board of Directors:
Erik Eik, Jon-Aksel Torgersen, Bertel O. Steen jr. and Liselott Kilaas are
all re-elected as board members for a new two years period. Morits Skaugen is
re-elected as deputy member of the Board for a new two years period. Monica
Skaugen is elected as deputy member of the Board for a one year period.
The board for I. M. Skaugen SE is as below:
Erik Eik
(for election in 2012)
Jon-Aksel Torgersen (for
election in 2012)
Bertel O. Steen jr. (for
election in 2012)
Karen Helene Ulltveit-Moe (for election
in 2011)
Liselott Kilaas (for
election in 2012)
Morits Skaugen, Deputy Member to the Board (for election in 2012)
Monica Skaugen, Deputy Member to the Board (for election in 2011)
Re. Proposal to write down the share capital by amortization of treasury shares
I.M. Skaugen's holdings of treasury shares as of 31 December 2009 are 80,600
shares, equivalent to 0.30 % of the share capital. The total number of issued
shares is 27,178,590 as of today, and after the write down has been executed the
number of issued shares will be reduced to 27,097,990.
The book value of the treasury shares is NOK 1,997,396. The par value is NOK
1,209,000 or NOK 15 per share. The consideration for the acquired treasury
shares owned per year-end, less the par value of these shares, has been
recognized against other equity. The write down will reduce the share capital by
NOK 1,209,000. The premium price paid, NOK 788,396, is thus booked against other
equity.
The Board has decided to propose to the Annual General Meeting to amortize or
write down these shares in order to make available capacity to buy more shares
at values that are deemed beneficial to the shareholders.
The Board of Directors proposes that the Annual General Meeting passes the
following resolutions:
a) The share capital is written down with the amount of NOK 1,209,000, from NOK
407,678,850 to NOK 406,469,850 by redemption of 80,600 shares with par value
NOK15, equivalent to the company's treasury shares.
b) The Articles of Association's § 4 first paragraph is amended to the
following: "The company's share capital is NOK 406,469,850 divided into
27,097,990 ordinary shares with par value NOK15 fully paid-in".
Re. Authorisation to acquire the Company's treasury shares
On 9 March 2009, the company's Ordinary Annual General Meeting granted the Board
the authority to acquire treasury shares. The Board of Directors believes that
the acquisition of the Company's treasury shares may be right for the Company
with a view, inter alia, to improve the shareholders' return. The Board of
Directors proposes this authorisation to be renewed. This also assures the
company greater financial flexibility. The acquisition of the Company's own
shares can for example be relevant in a situation where the Company's equity and
liquidity situation is good, while at the same time there is a limited supply of
attractive investment opportunities.
The Board of Directors therefore proposes that the Annual General Meeting passes
the following resolutions:
a) The Board of Directors of I.M. Skaugen SE is hereby granted
authorisation to acquire on behalf of the Company up to 2,717,859 of the
Company's treasury shares with a total nominal value of NOK 40,767,885
corresponding to 10 per cent of the Company's current share capital.
b) The highest price that may be paid per share is NOK 200.00
and the lowest price is NOK 1.00.
c) The acquisition and disposal of the Company's treasury
shares may be carried out as deemed appropriate by the Board of Directors - not,
however, by subscription for the Company's treasury shares.
d) The authorisation shall remain in effect for 18 months from
the decision of the Ordinary Annual General Meeting
e) This authorisation replaces the prior authorisation for
acquiring treasury shares, granted in the Ordinary Annual General Meeting of 9
March 2009.
The authorisation is to be registered in the Register of Business Enterprises.
Re. Authorisation to increase the share capital
On 9 March 2009, the company's Ordinary Annual General Meeting granted the Board
the authority to increase the share capital with up to NOK 203,839,420. The
Board of Directors proposes that this authority is renewed. It is proposed that
the Board of Directors shall decide when to execute the authorisation, and in
such regard, also set the subscription price.
The Board of Directors therefore proposes that the Annual General Meeting passes
the following resolutions:
a) Pursuant to the SE Act section 2, cf the Public Limited
Companies Act section 10-14, the Board of Directors of I.M. Skaugen SE is
authorised, on behalf of the Company, to increase the share capital with up to
NOK 203.839.420.
b) The shareholders' preferential right to new shares pursuant
to the SE Act section 2, cf the Public Limited Companies Act section 10-4 may be
deviated.
c) The Authorisation also comprises increase of share capital
with other assets than monetary assets.
d) The Authorisation comprises increase of share capital by
merger pursuant to the SE Act section 2, cf the Public Limited Companies Act
section 13-5.
e) The Authorisation remains in force for two years from the
decision of the Ordinary Annual General Meeting.
f) This authorisation replaces the prior authorisation for
increasing the share capital granted in the Ordinary Annual General Meeting of
9 March 2009 from the date and time it is registered.
The authorisation is to be registered in the Register of Business Enterprises.
Re. Proposal for the Annual General Meeting to grant the Board of Directors
authorisation to issue convertible bonds with up to NOK 400,000,000
On 9 March 2009, the company's Ordinary Annual General Meeting granted the Board
the authority to issue convertible bonds of up to NOK 400,000,000. The Board of
Directors proposes that this authority is renewed. The authorisation may for
example be used to issue convertible bonds on advantageous terms and conditions
in a position under which the Company needs financing promptly. The Board of
Directors shall make the further assessment of the time for possible issuance of
such convertible bonds, and also set the time limit to call for conversion.
The Board of Directors proposes therefore that the Annual General Meeting passes
the following resolutions:
a) The Board of Directors of I.M. Skaugen SE is granted the
authorisation, on behalf of the Company, to issue convertible bonds with amounts
equivalent of up to NOK 400,000,000. The convertible loans may be raised in USD,
EUR or NOK.
b) The share capital shall by conversion be subject to an
increase of up to NOK 203,893,420.
c) The Board of Directors may deviate from the shareholders'
preferential right pursuant to the SE Act section 2, cf the Public Limited
Companies Act section 11-4, cf sections 10-4 and 10-5, to subscribe for shares
in the convertible loans.
d) The Authorisation remains in force for 2 years from the
decision of the Ordinary Annual general Meeting.
e) This authorisation replaces the prior authorisation to
issue convertible bonds granted in the Ordinary Annual General Meeting of 9
March 2009 from the date and time it is registered.
The authorisation is to be registered in the Register of Business Enterprises.
Re. Amendments of the company's by-laws
The Board suggests that the company may have fewer members of the board than
what is today described in the by-laws. Currently, there should be minimum five
and maximum eight members, but it is the Board's view that it is sufficient that
the number is between three and seven. Furthermore, it should be emphasized that
the service time for the Board members shall be two years. Finally, it is
proposed that the signatory right which is currently given to the chairman alone
shall be deleted. As an alternative to two directors jointly signing on behalf
of the company, it is proposed that the signatory is attributed to the managing
director and a board member together. This will, in the Board's view, give the
company the necessary flexibility.
In accordance with the latest changes in the Public Limited Companies Act, the
company is obliged to have an Audit Committee. The Public Limited Companies Act
has opened for the possibility that the by-laws regulate that the Board as a
whole serves as the Audit Committee. As the Board finds this suitable, the Board
proposes that §5 in the company's by-laws are changed.
In accordance with the above, the Board proposes that the Annual General Meeting
changes the by-laws' § 5 first paragraph and also ads a new subparagraph as
follows:
"The company's management is organized according to a one tier system, and the
company shall have a Board of Directors. The Board consists of three to seven
persons, plus one or more deputies as decided by the General Meeting. The Board
members shall serve for two years. The Board elects its own Chairman and
possibly a vice-chairman. The managing director and a board member together, or
two Board members together, may sign on behalf of the company. The Board may
grant power of procuration. The company may have one or more managing directors.
If the company has several managing directors, they shall not function as a
collective organ."
The Company shall have an Audit Committee which shall consist of the company's
Board of Directors. A leading employee who is also a member of the board shall
not be considered a member of the Audit Committee.
According to the last amendment to the Public Limited Companies Act it is
sufficient that I.M. Skaugen SE physically sends out the notice of the Annual
General Meeting, while the various attachments and other documents are available
on the company's website. This requires an amendment to the by-laws stating that
physical distribution of attachments etc. is not required. The Board proposes
that the company takes advantage of the possibility the law allows for, as it is
costly and resource-demanding to send out the Annual Report to each shareholder.
Furthermore, the deadline for calling the General Meeting is by law changed from
14 days to 21 days. Therefore it is also necessary to amend parts of the second
paragraph.
In accordance with the above outline the Board proposes that the Annual General
Meeting changes the by-laws' § 6, second paragraph, as well as adding a new
paragraph to read as follows.
"An Extraordinary General Meeting is to be held when the Board deems it
necessary, and when required in writing by the auditor or by shareholders
representing at least 1 / 20 of the share capital, for treatment of specified
matters. The General Meeting is called by the Board in accordance with all
applicable rules. Shareholders who wish to participate in the General Meeting
must register with the company stating how many shares they represent within the
time limit specified in the notice.
When the documents concerning matters to be dealt with at the general meeting
are made available to shareholders at the company's website, the Act's
requirement that the documents should be sent to shareholders need not be
followed. This also applies to documents which under the Act shall be included
in or attached to the notice of the general meeting. A shareholder may still
request to receive documents concerning matters to be dealt with at the
meeting."
Re. Dealing with the Board's statement on how the salary and other benefits to
leading employees are determined
In accordance with the Public Limited Companies Act § 6-16 a, the Board has
produced a statement on how the salary and other benefits to leading employees
are determined. The content of this statement is included in Note 4 to the
Annual Accounts for 2009 for the parent company. An advisory vote on the
statement shall be held at the Annual General Meeting.
The Board of Directors proposes therefore that the Annual General Meeting passes
the following resolutions:
(a) The general meeting unanimously approves the content of the
statement.
Oslo, 19 March 2010
I.M. Skaugen SE
If you have any questions, please contact:
If you have any questions, please contact:
Bente Flø, Chief Financial Officer, on telephone +47
23 12 03 30/+47 91 64 56 08 or by e-mail: bente.flo@skaugen.com
. This press release is also available on the
Internet at our website: http://www.skaugen.com .
Listed on the Oslo Stock Exchange under the ticker code IMSK,. I.M. Skaugen SE
(IMS) is a marine transportation service company engaged in the hassle-free
transportation of petrochemical gases, chemicals, LPG and LNG, marine transfer
of crude oil and LNG, as well as design and construction of smaller, specialised
high quality vessels.
IMS is a fully-integrated shipping company that designs, builds, owns, mans and
manages its own ships. IMS customers are major international companies in the
oil and petrochemical industry, whom it serves worldwide from locations in
Bahrain, Freeport and Houston (USA), Oslo and Stavanger (Norway), Singapore,
Sunderland (UK) and Nanjing, Shanghai, Taizhou, Zhangjiagang and Wuhan (China).
We also operate recruitment and training programmes in St. Petersburg (Russia)
and Wuhan (China) for the crewing of vessels.
IMS employs approximately 1,800 people around the world and currently operates
about 37 vessels worldwide. The fleet comprises petrochemical gas, LPG and LNG
carriers, Aframax tankers and lightering support vessels, barges and tugs.
IMS has a comprehensive newbuilding programme in China, of which three 3,200cbm
LPG vessels are delivered and sold; three purpose-designed combination carriers
with LPG/Ethylene/VCM and Organic chemicals carrying capability; and up to ten
advanced 10,000-12,000cbm LNG/ LPG/Ethylene gas carriers, with delivery from
2009 onwards. IMS has invested and built up internal resources and
infrastructure in China to ensure innovative and flexible vessels at lower cost.
[HUG#1395777]
Presentation: http://hugin.info/179/R/1395777/352411.pdf
Minutes: http://hugin.info/179/R/1395777/352413.pdf
