MINUTES FROM THE ANNUAL GENERAL MEETING

Transcription

1 Office Translation This translation is for information purpose only. Legal authenticity remains with the original document MINUTES FROM THE ANNUAL GENERAL MEETING On Thursday, 11 April 2013 at 14:00 the annual general meeting in Aker Philadelphia Shipyard ASA was held at the premises of Felix Konferansesenter, Bryggetorget 3 (Aker Brygge), 0250 Oslo. 1 OPENING OF THE ANNUAL GENERAL MEETING, INCLUDING ELECTION OF PERSON TO CO-SIGN THE MINUTES OF MEETING TOGETHER WITH THE CHAIRMAN OF THE MEETING The annual general meeting was opened and chaired by James H. Miller. The company s auditor, the auditing firm KPMG, represented by certified public accountant Charlie Lea and DNB Verdipapirservice attended the meeting. The record of attending shareholders showed that 9,114,278 of the company s total of 10,165,305 shares were represented, which correspond to per cent of the share capital. The list of attending shareholders is enclosed with these minutes as Appendix 1. Andreas Wulff was elected to co-sign the minutes of the general meeting together with the chairman of the meeting. No objections were made to the meeting call and the general meeting was declared duly constituted. 2 ORDINARY AGENDA ITEMS # /3

2 2.1. Presentation of business activities. James H. Miller and Audun Stensvold gave a presentation of the business activities, the governance principles, the important occurrences in the group in 2012 and the main figures from the annual accounts for After the presentation, the chairman of the meeting opened for questions and comments. 2.2 Approval of the 2012 annual accounts for Aker Philadelphia Shipyard ASA, group consolidated accounts and the board of director s report. The annual accounts, the board of directors' report and the corporate governance report for 2012 were reviewed. The general meeting approves the annual accounts for 2012 for Aker Philadelphia Shipyard ASA, the group consolidated accounts and the board of directors report, including the proposal from the board of directors not to pay any dividend for the accounting year Item 2.3. Stipulation of remuneration to the members of the board of directors and the audit committee. In accordance with the proposal from the nomination committee, the remuneration rates for members of the board of directors and the audit committee for the period from the 2012 annual general meeting until the 2013 annual general meeting shall be as follows: NOK 312,000 to the chairperson of the board NOK 208,000 to each of the remaining board members NOK 42,000 to the chairperson of the audit committee NOK 32,000 to each of the remaining audit committee members # /3 2

3 Item 2.4. Stipulation of remuneration to the members of the nomination committee. In accordance with the proposal from the nomination committee, the remuneration rates for members of the nomination committee for the period from the 2012 annual general meeting until the 2013 annual general meeting shall be set as follows: NOK 32,000 for each member. Item 2.5. Approval of remuneration to the auditor for The auditor s fees of NOK 289,750 ex VAT for the audit of Aker Philadelphia Shipyard ASA for 2012 are approved. Item 2.6. Consideration of the board of directors declaration regarding stipulation of salary and other remuneration to executive management of the company. The general meeting endorses the board of directors statement contained in note 23 to the consolidated accounts on page 37 of the annual report. # /3 3

4 Item 2.7. Election of members to the board of directors. In accordance with the proposal from the nomination committee James Harry Miller, Manuel Nicholas Stamatakis, Elin Karfjell and Thorhild Widvey are re-elected in their positions for a period of two years. The board of directors will then consist of the following members elected by the shareholders: James Harry Miller (chairman) Audun Stensvold (deputy chairperson) Amy Elizabeth Humphreys Elin Karfjell Manuel Nicholas Stamatakis Thorhild Widvey Item 2.8. Election of members to the nomination committee. In accordance with the proposal from the nomination committee, Leif-Arne Langøy and Gerhard Heiberg are re-elected in their positions and Kjetil Kristiansen is elected as a new member of the nomination committee, all for a period of two years. The nomination committee will then consist of: Leif-Arne Langøy (chairman) Gerhard Heiberg Kjetil Kristiansen # /3 4

5 *** No further items being on the agenda, the annual general meeting was adjourned. Oslo, 11 April 2013 [sign] James H. Miller [sign] Andreas Wulff # /3 5

6

7

8