In accordance with the notice of the extraordinary general meeting, the following matters were on the agenda: Agenda



Similar documents
NOTICE OF EXTRAORDINARY GENERAL MEETING IN BONG AB (publ)

MINUTES OF THE EXTRAORDINARY GENERAL MEETING PAN FISH ASA

MINUTES OF THE EXTRAORDINARY GENERAL MEETING PAN FISH ASA

NORSK HYDRO ASA MINUTES FROM EXTRAORDINARY GENERAL MEETING

Term Sheet ISIN: NO FRN Marine Harvest ASA Senior Unsecured Open Bond Issue 2013/2018 (the Bonds or the Loan )

Ship Finance International Limited 3 months NIBOR % Senior Unsecured Bond Issue 2010/2014 ( the Bonds )

Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA

FINAL TERM SHEET. Scatec Solar ASA Senior Unsecured Bond Issue 2015/2018 (the Bonds or the Bond Issue )

Appendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes)

NOTICE OF EXTRAORDINARY GENERAL MEETING. Notice is hereby given of an extraordinary general meeting in Marine Harvest ASA:

CALLING NOTICE FOR ANNUAL GENERAL MEETING. The annual general meeting in Storm Real Estate AS (the Company ) will be held at

Cegal Holding AS Senior Secured Open Bond Issue 2014/2017

Articles of Association Swiss Life Holding Ltd

Credit Suisse Asset Management Limited UK Order Execution Policy December 2013

NOTICE OF SHAREHOLDERS EXTRAORDINARY GENERAL MEETING

5 October Dear valued Shareholder

MINUTES OF ANNUAL GENERAL MEETING IN AKER PHILADELPHIA SHIPYARD ASA

AMENDED AND RESTATED BOND AGREEMENT. between. PA Resources AB (Issuer) and. Norsk Tillitsmann ASA (Bond Trustee) on behalf of.

7. (a) Place and Method of Offering / (b) Offer price of the Bonds:

THE GRANDE HOLDINGS LIMITED

Application Form Senior Secured Bond Issue 2014/2019

COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS

NunaMinerals: Notice of extraordinary general meeting

RESTATED CERTIFICATE OF INCORPORATION OF THE GOLDMAN SACHS GROUP, INC.

A-Z GUIDE THE NEW DANISH COMPANIES ACT. U p d a t e d S e p t e m b e r

available from MøllerGruppen AS Coverage. Guarantors: NOK 400,000,000 3 months NIBOR % p.a. Act/360 Modified Following 26 February,

Vizrt Group AS Reports Q Results

PROPOSED ISSUE OF ZERO COUPON CONVERTIBLE BONDS DUE 2012 AND RESUMPTION OF TRADING

Boa OCV AS. FRN Boa OCV AS Senior Secured Bond Issue 2014/2019

GOLDMAN SACHS EXECUTION & CLEARING, L.P. and SUBSIDIARIES

BOND AGREEMENT. AINMT Scandinavia Holdings AS (Issuer) AINMT Holdings AB (Parent) Norsk Tillitsmann ASA (Bond Trustee) the Bondholders

Words from the President and CEO 3 Financial highlights 4 Highlights 5 Export lending 5 Local government lending 6 Funding 6 Results 6 Balance sheet

Westmoreland Coal Company

LOAN AGREEMENT. between. Songa Offshore ASA (Borrower) and. Norsk Tillitsmann ASA (Loan Trustee) on behalf of. the Bondholders.

grow together with Oslo Børs Stockholm, 16 October 2012 Bente A Landsnes

EUR 375 million Senior Unsecured Convertible Bonds due 2019

ISSUE OF US$450 MILLION 6.1% GUARANTEED BONDS DUE 2025

LITHUANIA LAW ON COMPANIES

Securities Note. FRN StormGeo Holding AS Senior Secured Bond Issue 2014/2017 ISIN: NO Bergen, 10 July 2014

1. Election of a chairman to preside over the meeting and an individual to sign the minutes of the meeting together with the elected chairman

FIRST AMENDED AND RESTATED BOND AGREEMENT. between. Songa Offshore SE (Issuer) and. Norsk Tillitsmann ASA (Bond Trustee) on behalf of.

TERMS AND CONDITIONS OF THE RIGHTS ISSUE

RESTATED CERTIFICATE OF INCORPORATION GENERAL MILLS, INC. as amended through. October 31, 2001

NOTICE OF ANNUAL GENERAL MEETING NORWEGIAN AIR SHUTTLE ASA

NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given of Marine Harvest ASA's annual general meeting:

Board of Directors Salaries - A Guide

Dated 9 October Renewable Energy Corporation ASA. (Borrower) and. Norsk Tillitsmann ASA. (Loan Trustee) LOAN AGREEMENT

Loan Disclosure Statement

Recalculation of the base share price

SHUAA Capital PSC INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Articles of Association

IHEARTMEDIA CAPITAL I, LLC

Articles of Association

CN - 1 $50,000 (YOUR COMPANY NAME HERE) CONVERTIBLE SUBORDINATED PROMISSORY NOTE

VC - Sample Term Sheet

Vizrt Group AS Reports H1 and Q Results

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no )

Fabasoft AG INVITATION ANNUAL GENERAL MEETING. Agenda

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no )

NORSK TILLITSMANN. Summons to Bondholders Meeting - Request for amendment of Bond Agreement

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION KIMBERLY-CLARK CORPORATION

August 11, 2011 Dear Fellow Stockholders: We are pleased to announce the merger of Frontera Resources Corporation, a Delaware corporation ( Frontera

Invesco Property Income Trust Limited

THE REGISTRAR-GENERAL'S DEPARTMENT THE COMPANIES ACT, 1963 (ACT 179)

Bonds and Subscriptions Rights

Tables. Standard symbols:. Category not applicable.. Data not available... Data not yet available Nil 0 Less than half the 0.0 final digit shown

Unaudited financial report for the. sixt-month period ended 30 June Deutsche Bahn Finance B.V. Amsterdam

A. Craig Mason, Jr. Senior Vice President, General Counsel and Secretary

RusForest Strengthens Equity by SEK 450 million and Secures Russian Strategic Investor

GEELY AUTOMOBILE HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 175)

Roche Capital Market Ltd Financial Statements 2014

To the shareholders of Norske Skogindustrier ASA

3 ESTABLISHING A LEGAL PRESENCE

BA-CA Finance (Cayman) Limited UNAUDITED. Financial Statements for the six month period January 1 June 30, 2014

Financial report Deutsche Bahn Finance B.V. Amsterdam

TIME WARNER CABLE INC. (TWC) 8-K. Current report filing Filed on 03/13/2009 Filed Period 03/12/2009

Prospectus. Yara International ASA. Securities Note

C. R. BARD, INC. RESTATED CERTIFICATE OF INCORPORATION. FIRST: The name of the corporation is C. R. BARD, INC.

BOND AGREEMENT. between. Seadrill Limited (Issuer) and. Norsk Tillitsmann ASA (Bond Trustee) on behalf of. the Bondholders.

RESTATED ARTICLES OF INCORPORATION NEXTERA ENERGY, INC. ARTICLE I. Name ARTICLE II. Purpose

Invitation to the Annual General Meeting of shareholders of Betsson AB (publ)

Case bjh11 Doc 31 Filed 12/07/10 Entered 12/07/10 18:18:45 Desc Main Document Page 1 of 10

EU Supply PLC Tel: Westhouse Securities Tel:

NOTICE FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS in Reinhold Europe AB (publ),

Settlement Agreement of Wind-Up Claim and Guarantee Claim and Disputes Related Thereto

Internal Revenue Service

The Board of Directors proposal for division of shares (stock split) and change of the Articles of Association

RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS, THE EXECUTIVE CHAIRMAN AND THE GENERAL MANAGER IN DOLPHIN GROUP ASA

MINUTES OF THE ANNUAL GENERAL MEETING

5. The Management Board of the new company shall be composed of: Mr Luis Amaral, Mr Pedro Martinho, Mr Ryszard Majer, and Ms Katarzyna Kopaczewska.

BA-CA Finance (Cayman) Limited Financial Statements

RESTATED CERTIFICATE OF INCORPORATION OF CHEVRON CORPORATION

[Insert: Full Legal Name of the Company] (the Company ) (Collectively the Company and the Shareholder are the Parties ).

Notice to Attend the Annual General Meeting of G5 Entertainment AB (publ.)

SECOND RESTATED ARTICLES OF INCORPORATION OF STEELCASE INC. (Amended as of: July 13, 2011)

Shareholders Agreement

Annual General Meeting in Haldex AB (publ)

The Directors of Global Brands are pleased to announce the preliminary unaudited results of the Company for the year ended 31 December 2014.

Summons to Extraordinary General Meeting in Saga Tankers ASA

NAB Equity Lending. Facility Terms

Transcription:

MINUTES OF EXTRAORDINARY GENERAL MEETING On 14 January, 2015 at 10:00 a.m. (CET), an extraordinary general meeting of Eitzen Chemical ASA, org. no. 989 990 500 (the "Company") was held at the Company's offices at Ruseløkkveien 6, 0251 Oslo, Norway. In accordance with the notice of the extraordinary general meeting, the following matters were on the agenda: Agenda 1. Opening of the meeting by the Chairman of the Board of Directors and registration of attendance of present shareholders and power of attorneys 2. Election of a chairman of the meeting and one person to co-sign the minutes 3. Approval of the notice and the agenda 4. Orientation on the restructuring of the Company 5. Reduction of the Company's share capital by reducing the nominal value of the shares 6. Reduction of the Company's share capital by liquidation of shares owned by the Company 7. Increase of the Company's share capital 8. Orientation on the relocation 9. Discharge of liability 10. Amendments to the Company's name and Articles of Association

1. Opening of the meeting by the Chairman of the Board of Directors and registration of attendance of present shareholders and power of attorneys The Chairman of the Board of Directors, Aage Figenschou, opened the meeting and registered the attendance of shareholders and proxy holders present. The Company's share capital is at present NOK 846,016,800 divided into 11,280,224 shares, each with a nominal value of NOK 75. Each share represents one vote at the Company's general meeting. As of today the Company owns 10,100 own shares which do not have voting rights. 4,147,725 of the Company's shares were represented at the general meeting, being equivalent to 36.77 % of the total shares. A register of attending shareholders, either by personal attendance or by proxy, the number of shares and votes represented is attached as Attachment 1 hereto. 2. Election of a chairman of the meeting and one person to co-sign the minutes The general meeting passed the following unanimous resolution: "The Chairman of the Board of Directors, Aage Figenschou, is elected as chairman of the meeting and Bjørn Thomas Rom is elected to co-sign the minutes." 3. Approval of the notice and the agenda The general meeting passed the following unanimous resolution: "The notice and agenda are approved." 4. Orientation on the restructuring of the Company The Chairman of the Board of Directors gave a briefing on the Company's financial situation and the financial restructuring of its debt, including the plan support agreement entered into by the Company on 22 December 2014. In particular, expected significant impairments were highlighted by the Chairman of the Board of Directors. It was informed that for the purpose of identifying the fair value of the loans converted to equity, a valuation of the Group s net assets has been performed. In the valuation, the Group s vessel values has been based on external quotes from independent ship brokers. As the loans converted to equity will constitute about 98.0 per cent of the Company s equity after the debt conversion, it is considered appropriate to utilize the same valuation technique as used in the debt conversion when performing the impairment test of the Company s vessels in the 4th quarter. This aligns the book value of the vessels to current broker valuations. Therefore, the Group and parent company are expected to recognize significant impairments in the 4th quarter of 2014. 5. Reduction of the Company's share capital by reducing the nominal value of the shares The Chairman of the Board of Directors informed the general meeting of the Board of Directors' proposed reduction of the Company's share capital by reducing the nominal value of the shares. Based on the above, the general meeting passed the following resolution: 1. A reduction of the Company's share capital shall be carried out whereby the nominal value of the shares is reduced from NOK 75 to NOK 1. The share capital is thereby reduced from NOK 846,016,800 to NOK 11,280,224; Page 2

2. The reduction amount of NOK 834,736,576 shall be used to cover losses that otherwise cannot be covered, as set forth in section 12-1 (1) no. 1 of the Norwegian Public Limited Liability Companies Act; 3. The share capital reduction shall become effective upon registration with the Register of Business Enterprises, as provided for in section 12-4 of the Norwegian Public Limited Liability Companies Act; 4. The resolutions in this item 5 are conditional upon the resolutions proposed by the board in item 6 and 7 being simultaneously adopted and registered with the Register of Business Enterprises; 5. The Company's articles of association section 4 is amended to read as follows: "The share capital of the Company shall be NOK 11,280,224 split on 11,280,224 shares each with a par value of NOK 1." The resolution was passed unanimously. 6. Reduction of the Company's share capital by liquidation of shares owned by the Company The Chairman of the Board of Directors informed the general meeting of the proposed reduction of the Company's share capital by liquidation of shares owned by the Company. Based on the above, the general meeting passed the following resolution: 1. The share capital of NOK 11,280,224 of the Company shall be reduced by NOK 10,100 to NOK 11,270,124. 2. The capital reduction shall be implemented by liquidation of 10,100 shares each with a par value of NOK 1 owned by the Company. 3. The share capital reduction shall become effective upon registration with the Register of Business Enterprises, as provided for in section 12-4 of the Norwegian Public Limited Liability Companies Act; 4. The resolutions in this item 6 are conditional upon the resolutions proposed by the board in item 5 and 7 being simultaneously adopted and registered with the Register of Business Enterprises; 5. The Company's articles of association section 4 is amended to read as follows: "The share capital of the Company's shall be NOK 11,270,124 split on 11,270,124 shares each with a par value of NOK 1." The resolution was passed unanimously. 7. Increase of the Company's share capital The Chairman of the Board of Directors informed the general meeting of the proposed share capital increase. Based on the above, the general meeting passed the following resolution: 1. The general meeting approves that the Company enters into the plan support agreement regarding financial restructuring of the Company's debt dated 22 December 2014; 2. The share capital of the Company shall be increased by NOK 552,236,076 through the issuance of 552,236,076 new shares, each with a nominal value of NOK 1; Page 3

3. The new shares are issued at a subscription price of minimum NOK 3 and maximum NOK 9.5 per share. The final subscription price for each subscriber shall be determined by the Board of Directors in accordance with the provisions set out in the agreement on the financial restructuring of the Company's debt dated 22 December 2014; 4. 517,298,692 of the new shares may be subscribed for by AG Centre Street Partnership LP, Angelo Gordon & Company, Silver Oak Capital LLC, Barclays Bank PLC, London, Barclays Bank PLC, New York, Barclays Capital Inc., Citigroup Financial Products Inc., Perella Weinberg Partners Xerion Master Fund Limited, Perella Weinberg Partners LP, Onex Credit Partners LLC, OCP Investment Trust, ONEX Debt Opportunity, Cerberus European Capital Advisors LLP, Promontoria Holding CIP5 B.V., Credit Suisse International, Solus Alternative Asset Management LP, Sola Ltd., Ultra Master Ltd., Wingspan Master Fund LP, Wingspan Investment Management LP, Deutsche Bank AG, Deutsche Bank AG, Cayman Islands Branch, Crown Managed Accounts SPC, European Distressed MAC Limited, GLG European Distressed Funds, GLG European Distressed Master Fund Ltd, GLG Market Neutral Fund, GLG Partners Inc., Goldman Sachs Lending Partners LLC, HSH Nordbank AG Singapore Branch, Merrill Lynch International, Bank of America Merrill Lynch, Sculptor Investments Sarl, Och-Ziff Management Europe Ltd, Skandinaviska Enskilda Banken AB (publ.), Skandinaviska Enskilda Banken AB (publ), Singapore branch, MPMF Fund Management (Ireland) Limited and SVP Acquisitions LLC. These new shares are equivalent to 91.8 % of the share capital of the Company upon completion of the Restructuring and debt conversion. The subscribers shall in exchange for the new shares transfer their creditor positions in the USD 510,000,000 loan agreement dated 4 January 2013, the USD 265,000,000 credit facilities agreement dated 4 January 2013, parts of the USD 170,000,000 credit facilities agreement dated 4 January 2013, the USD 15,000,000 loan facility agreement dated 4 January 2013, the USD 4,700,000 loan facility agreement dated 4 January 2013, and the USD 36,000,000 loan agreement dated 4 January 2013 to the Company as a contribution in kind, cf. section 10-2 (1) no. 1 of the Norwegian Public Limited Liability Companies Act. Such transfer shall become effective upon the subscribers' subscription for the new shares. Subscription for the new shares may be made on behalf of the subscribers by Advokatfirmaet BA-HR DA by power of attorney; 5. 15,214,667 of the new shares may be subscribed for by AG Centre Street Partnership LP, Angelo Gordon & Company, Silver Oak Capital LLC, Barclays Bank PLC, London, Barclays Bank PLC, New York, Barclays Capital Inc., Citigroup Financial Products Inc., Perella Weinberg Partners Xerion Master Fund Limited, Perella Weinberg Partners LP, Onex Credit Partners LLC, OCP Investment Trust, ONEX Debt Opportunity, Cerberus European Capital Advisors LLP, Promontoria Holding CIP5 B.V., Credit Suisse International, Solus Alternative Asset Management LP, Sola Ltd., Ultra Master Ltd., Wingspan Master Fund LP, Wingspan Investment Management LP, Deutsche Bank AG, Deutsche Bank AG, Cayman Islands Branch, Crown Managed Accounts SPC, European Distressed MAC Limited, GLG European Distressed Funds, GLG European Distressed Master Fund Ltd, GLG Market Neutral Fund, GLG Partners Inc., Goldman Sachs Lending Partners LLC, HSH Nordbank AG Singapore Branch, Merrill Lynch International, Bank of America Merrill Lynch, Sculptor Investments Sarl, Och-Ziff Management Europe Ltd, Skandinaviska Enskilda Banken AB (publ.), Skandinaviska Enskilda Banken AB (publ), Page 4

Singapore branch, MPMF Fund Management (Ireland) Limited and SVP Acquisitions LLC. These new shares are equivalent to 2.7 % of the share capital of the Company upon completion of the Restructuring and debt conversion. Settlement for the new shares shall be made by way of set-off of the subscribers' claim against the Company under the Second Senior Facility Agreement, which as of the date of the extraordinary general meeting consists of a principal amount of USD 30,000,000 and accrued interests of USD 7,427,943.33. In addition, interests at a rate of LIBOR plus a margin of 11.00 % per annum will accrue until the actual date of the set-off. The subscribers' claim will be converted to NOK immediately prior to the conversion by using Norges Bank's exchange rate per 22 December 2014. Such set-off shall become effective upon the subscribers' subscription for the new shares. Subscription for the new shares may be made on behalf of the subscribers by Advokatfirmaet BA-HR DA by power of attorney; 6. 16,322,521 of the new shares may be subscribed for by Nordic Trustee ASA for and on behalf of the group of bondholders pursuant to the Company's Second Bond Agreement dated 9 January 2013 with ISIN NO 001 066860.1 and ISIN NO 001 066861.9, registered as of the last trading day for such bonds immediately prior to the set-off, in accordance with an irrevocable power of attorney to subscribe for the shares given at a bondholder meeting held on 9 January 2015. The shares will thereafter be allocated between the bondholders by Nordic Trustee ASA. These new shares are equivalent to 2.8966 % of the share capital of the Company upon completion of the Restructuring and debt conversion. Settlement for the new shares shall be made by way of set-off of the subscribers' claim against the Company under the Second Bond Agreement, as per the date of the extraordinary general meeting consists of a principal sum of USD 41,512,435.75, transaction costs of USD 1,141,591.99 and accrued interests of USD 13,475,672.38, less USD 11,172,413.79 that shall be repaid to the bondholders by the Company. In addition, interests at a rate of NIBOR/LIBOR plus a margin of 11.00 % per annum will accrue until the actual date of the set-off. The subscribers' claim will be converted to NOK immediately prior to the conversion by using Norges Bank's exchange rate per 22 December 2014. Settlement shall take place by Nordic Trustee ASA giving the Company notice of the set-off. Such set-off shall become effective upon the subscribers' subscription for the new shares; 7. 3,400,196 of the new shares may be subscribed for by Nordic Trustee ASA for and on behalf of the group of bondholders pursuant to the Company's Unsecured Bond Agreement dated 9 January 2013 with ISIN NO 001 066862.7 and ISIN NO 001 066863.5, registered as of the last trading day for such bonds immediately prior to the set-off, in accordance with an irrevocable power of attorney to subscribe for the shares given at a bondholder meeting held on 9 January 2015. The shares will thereafter be allocated between the bondholders by Nordic Trustee ASA. These new shares are equivalent to 0.6034 % of the share capital of the Company upon completion of the Restructuring and debt conversion. Page 5

Settlement for the new shares shall be made by way of set-off of the subscribers' claim against the Company under the Unsecured Bond Agreement, as per the date of the extraordinary general meeting consists of a principal sum of USD 49,814,923,61, less USD 2,327,586.21 that shall be repaid to the bondholders by the Company. The subscribers' claim will be converted to NOK immediately prior to the conversion by using Norges Bank's exchange rate per 22 December 2014. Settlement shall take place by Nordic Trustee ASA giving the Company notice of the set-off. Such set-off shall become effective upon the subscribers' subscription for the new shares; 8. The preferential right of existing shareholders according to the Norwegian Public Limited Liability Companies Act section 10-4 is set aside, cf. the Norwegian Public Limited Liability Companies Act section 10-5. The preferential right is set aside in order to carry out the Restructuring and the issuance of new shares to creditors as part of the Restructuring, which will be beneficial for the Company and in the Company's best interest; 9. Subscription for the new shares shall be made not later than 28 February 2015 on a separate subscription form; 10. The new shares shall carry rights to dividends and other rights in the Company from the time they have been subscribed for; 11. The resolutions in this item 7 are conditional upon the resolutions proposed by the Board of directors in item 5 and 6 being adopted, and to the extent necessary to become effective, simultaneously registered with the Register of Business Enterprises; 12. The Company's articles of association section 4 is amended to read as follows: "The share capital of the Company's shall be NOK 563,506,200 split on 563,506,200 shares each with a par value of NOK 1."; 13. The Company's estimated cost in connection with the share capital increase is NOK 96,000,000. The resolution was passed unanimously. 8. Orientation on the relocation The Chairman of the Board of Directors gave an orientation on the Company's relocation to Bermuda in connection with the Restructuring. 9. Discharge of liability In accordance with the Board of Directors' proposal, the general meeting passed the following resolution: "All past and present members of the Board of Directors, management and employees of the Company are released from any liability (whether under the Norwegian Public Limited Liability Companies Act, Norwegian contract principles, the Norwegian Penal Code or any other applicable laws or regulations) that (i) he or she directly or indirectly incurs in or as a consequence of his/her capacity as a Board member of the Company, as part of the management or as an employee and/or (ii) arises out of any actions or omissions relating to or deriving from the financial restructuring and Relocation of the Company, and will not be held Page 6

personally liable for any loss, costs, expenses or other liability, except for liability resulting from fraud, gross negligence or wilful misconduct." 4,126,611 shares voted in favor of the proposal. 1,114 shares voted against the proposal. 20,000 shares abstained from voting. 10. Amendments to the Company's name and Articles of Association In addition to the changes to section 4 of the Company's Articles of Association, the general meeting passed the following resolution in accordance with the Board of Directors' proposal: "The Company's Articles of Association section 1 is amended to read as follows: " 1 Name The name of the company is Team Tankers International ASA. The company is a public limited liability company." The Company's administration is authorized to implement the amendments to the Articles of Association and the Company name." The resolution was passed unanimously. *** There were no further items on the agenda. The general meeting was adjourned and the minutes of the meeting was read, approved and signed. Aage Figenschou Bjørn Thomas Rom Attachments: 1. Register of attending shareholders Page 7