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Press release


NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN VIKING SUPPLY SHIPS AB (PUBL)

The shareholders of Viking Supply Ships AB (publ), 556161-0113 are hereby given notice to the Annual General Meeting on Wednesday 24 April 2024 at 3:00 p.m. at Clarion Hotel Post, Drottningtorget 10, Gothenburg, Sweden. Entry commences at 2:30 p.m.

The Board of Directors has, pursuant to Chapter 7 Section 4 a of the Swedish Companies Act (2005:551) and the company’s articles of association, resolved that shareholders may exercise their voting rights through postal voting in advance of the Annual General Meeting. Shareholders may therefore choose to exercise their voting rights in person, by proxy or through postal voting.

EXERCISING OF VOTING RIGHTS AT THE MEETING
Shareholders who wish to attend the Annual General Meeting must:

  • be registered in the share register kept by Euroclear Sweden AB on Tuesday 16 April 2024 or, if the shares are nominee-registered, request that the shares are registered in the shareholder’s own name for voting purposes by the nominee not later than on Thursday 18 April 2024, and
  • notify their intention to participate according to the instructions under the heading “Notice etc.” or by submitting a postal vote in accordance with the instructions under the heading “Voting by post” not later than on Thursday 18 April 2024.

Shareholders who have nominee-registered shares with a bank or other nominee must re-register the shares in their own name with Euroclear Sweden AB to be entitled to participate at the Annual General Meeting. As set out above, such re-registration, which may be temporary, must be completed on Thursday 18 April 2024. This means that shareholders must inform the nominee of this request in ample time prior to this date.

Notice etc.
Shareholders who wish to participate at the Annual General Meeting in person or by proxy shall notify the company either electronically through the company’s website (www.vikingsupply.com), by e-mail to proxy@computershare.se, by mail to Viking Supply Ships AB (publ), “Annual General Meeting”, c/o Computershare AB, P.O. Box 5267, SE-102 46 Stockholm, or by telephone +46-771-24 64 00. The notice shall include the shareholder’s full name, personal or corporate identification number, address, telephone number, and, if applicable, the number of accompanying advisors (no more than two).

Shareholders who do not wish to attend the meeting in person or exercise their voting rights by postal voting may exercise their voting rights at the meeting by proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of incorporation or other authorization document for the legal entity shall be enclosed.

In order to facilitate entry to the meeting, powers of attorney, certificates of incorporation and other authorization documents should be sent by e-mail to proxy@computershare.se or be received by the company at the address Viking Supply Ships AB (publ), “Annual General Meeting”, c/o Computershare AB, P.O. Box 5267, SE-102 46 Stockholm not later than Thursday 18 April 2024. Please note that notice of participation at the meeting must be made even if the shareholder wishes to exercise their voting rights at the meeting by proxy. A submitted power of attorney is not valid as notice of participation at the meeting. Proxy forms are available on the company's website (www.vikingsupply.com).

Voting by post
When voting by post, the shareholder shall use the postal voting form and follow the instructions that are available on the company's website (www.vikingsupply.com) and at the company’s office (Idrottsvägen 1, SE-444 31 Stenungsund). A completed and signed postal voting form may be sent via e-mail to proxy@computershare.se or by post to Viking Supply Ships AB (publ), “Annual General Meeting”, c/o Computershare AB, P.O. Box 5267, SE-102 46 Stockholm. Shareholders can also submit their postal votes electronically with BankID through the company’s website (www.vikingsupply.com). Postal voting forms must be received by Computershare AB not later than Thursday 18 April 2024.

Shareholders are not allowed to include special instructions or conditions in the postal voting form. If special instructions or conditions are included, such postal vote becomes invalid. Further information and conditions can be found in the postal voting form.

If the shareholder votes by proxy, a written and dated power of attorney shall be enclosed with the postal voting form. Proxy forms are available upon request and on the company’s website (www.vikingsupply.com). If the shareholder is a legal entity, a copy of the certificate of incorporation or other authorization document for the legal entity shall be enclosed with the postal voting form.

ITEMS
Proposal for the agenda at the Annual General Meeting:

  1. Election of the Chairman of the meeting
  2. Election of one or two persons to verify the minutes
  3. Preparation and approval of the voting list
  4. Determination that the meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report and the auditors’ report for the parent company as well as the consolidated accounts and the auditors’ report for the group
  7. Resolution on:
    1. adoption of the income statement and the balance sheet for the parent company and the consolidated income statement and consolidated balance sheet for the group
    2. disposition pertaining to the result for the year according to the adopted balance sheet
    3. discharge from liability in respect of the members of the Board of Directors and the CEO
  8. Determination of the number of members of the Board of Directors and auditors
  9. Determination of remuneration to the members of the Board of Directors and the auditors
  10. Election of members of the Board of Directors and Chairman of the Board of Directors
  11. Election of auditors
  12. Resolution regarding the Nomination Committee
  13. Resolution regarding amendment of the articles of association
  14. Closing of the meeting

PROPOSALS FOR RESOLUTIONS
Item 1 – Election of the Chairman of the meeting
The Nomination Committee proposes that the Annual General Meeting elects the member of the Swedish Bar Association Carl Westerberg as Chairman of the meeting, or, if he is not present, the person designated by the Board of Directors.

Item 2 – Election of one or two persons to verify the minutes
The Board of Directors proposes the shareholder Claes-Göran Haraldsson or, in his absence, the person designated by the Board of Directors, as, in addition to the Chairman, person to verify the minutes.

Item 7 b) – Resolution on disposition pertaining to the result for the year according to the adopted balance sheet
The Board of Directors proposes that no dividend should be paid for the fiscal year 2023 and that the profits should be carried forward to the new accounts.

Item 8 – Determination of the number of members of the Board of Directors and auditors
The Nomination Committee proposes that the Board of Directors should consist of five members elected by the general meeting, without deputy members. For the auditing of the company’s accounting and management, the Nomination Committee proposes an accounting firm.

Item 9 – Determination of remuneration to the members of the Board of Directors and the auditors
The Nomination Committee proposes that remuneration to the Chairman of the Board of Directors should be SEK 300,000 and that remuneration to each of the other elected members of the Board of Directors should be SEK 200,000. The total remuneration for the Board of Directors is thus proposed to be SEK 1,100,000. The Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.

Item 10 – Election of members of the Board of Directors and Chairman of the Board of Directors
The Nomination Committee proposes that Bengt A. Rem, Håkan Larsson, Magnus Sonnorp and Petter Orvefors are re-elected as members of the Board of Directors for the period until the end of the 2025 Annual General Meeting. Kristoffer Sandaker has declined re-election.

The Nomination Committee proposes that Lars Petter Utseth is elected as a new member of the Board of Directors for the period until the end of the 2025 Annual General Meeting.

Further, the Nomination Committee proposes that Bengt A. Rem is re-elected as Chairman of the Board of Directors.

All nominated members of the Board of Directors, apart from Lars Petter Utseth, were members of the Board of Directors during 2023. Information on all of the nominated members of the Board of Directors is available on the company’s website (www.vikingsupply.com).

Item 11 – Election of auditors
The Nomination Committee proposes re-election of the registered accounting firm Rödl & Partner Nordic AB as the auditor of the company for the period until the end of the 2025 Annual General Meeting. Rödl & Partner Nordic AB has informed the company that the authorized public accountant Mathias Racz will be appointed as the auditor in charge, if the Annual General Meeting resolves in accordance with the Nomination Committee’s proposal.

Item 12 – Resolution regarding the establishment of a Nomination Committee
The Nomination Committee proposes the following principles for the appointment of the Nomination Committee and instructions for the Nomination Committee.

The Chairman of the Board of Directors is assigned the task of contacting the three largest shareholders or owner groups, in terms of voting power, as per the last trading day in August each year, and ask them to appoint one member each to the Nomination Committee, which shall consist of four members in total, including the Chairman of the Board of Directors. If such a shareholder or owner group waives their right to appoint a member, the right to appoint such a member is transferred to the next largest owner or owner group, in terms of voting power, who does not already have the right to appoint a member of the Nomination Committee. In the event that several shareholders or owner groups waive their right to appoint a member of the Nomination Committee, the chairman of the Board of Directors shall not be required to contact more than 12 shareholders, and in such cases the size of the Nomination Committee shall be reduced accordingly to a minimum of two members, including the chairman of the Board of Directors. The members that are elected in this manner, along with the Chairman of the Board of Directors as convener, will form the Nomination Committee. The Nomination Committee will appoint its Chairman within the Committee. The Chairman of the Board of Directors or any other board member shall not be appointed Chairman of the Nomination Committee.

The names of the members of the Nomination Committee and the shareholders they represent shall be announced as soon as possible after that, but not later than six months prior to the next Annual General Meeting. The term for the appointed Nomination Committee shall extend until a new Nomination Committee is appointed. In the event that one member of the Nomination Committee resigns or no longer represents one of the largest owners in the company according to the above model, the Nomination Committee shall be entitled to appoint another representative for the larger shareholders to replace such member.

The members of the Nomination Committee are to promote the common interests of all shareholders. Committee members are not to unduly reveal the content and details of the Committee’s discussions. Before accepting the assignment, each member of the Nomination Committee is to consider carefully whether there is any conflict of interest or other circumstance that makes membership of the Nomination Committee inappropriate.

The Nomination Committee shall fulfil the tasks set out in the Swedish Corporate Governance Code and shall submit proposals to each Annual General Meeting (and, if applicable, Extraordinary General Meeting) on the following matters:

  1. proposal for Chairman of the Annual General Meeting,
  2. proposal for Board of Directors,
  3. proposal for Chairman of the Board of Directors,
  4. proposal for auditors,
  5. proposal for remuneration to the Board of Directors, including distribution between the Chairman and the other members of the Board of Directors,
  6. proposal for remuneration to the auditors of the company, and
  7. to the extent that it is deemed necessary, changes to the principles of the appointment of the Nomination Committee and the instruction for the Nomination Committee.

No remuneration shall be paid to the Members of the Nomination Committee. However, the company shall bear reasonable costs associated with the work of the Nomination Committee.

The principles of the appointment of the Nomination Committee and the instructions for the Nomination are proposed to apply until further notice.

Item 13 – Resolution regarding amendment of the articles of association
The Board of Directors proposes that § 13 of the articles of association is amended in accordance with the below, in order to enable the company to hold general meetings digitally.

Current wordingProposed wording
§ 13.
General meetings shall be held in the municipality of Gothenburg or in the municipality of Härryda.
§ 13.
General Meetings shall be held in the municipality of Gothenburg or in the municipality of Härryda. The Board of Directors may, in accordance with Chapter 7, Section 15, first paragraph of the Swedish Companies Act (SFS 2005:551), resolve to that a General Meeting shall be held digitally.

A resolution regarding this item 13 requires the support of shareholders who represent at least two thirds’ (2/3) of the cast votes as well as the shares that are represented at the meeting.

INFORMATION AT THE ANNUAL GENERAL MEETING
Upon request by any shareholder and where the Board of Directors believes that it may be done without significant harm to the company, the Board of Directors and the CEO shall provide information on circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the company’s or its subsidiaries’ financial situation and the company's relation to other companies within the group and the consolidated accounts.

USE OF PERSONAL DATA
For information regarding the processing of personal data, please refer to the respective privacy policies of Euroclear Sweden AB and Computershare AB, available on their respective websites (www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and https://www.computershare.com/se/gm-gdpr#English).

DOCUMENTS
Complete proposals for resolutions and other documents which shall be made available prior to the Annual General Meeting will be made available not later than Wednesday 3 April 2024 at the company’s office (Idrottsvägen 1, SE-444 31 Stenungsund) and on the company’s website (www.vikingsupply.com). The documents will also be sent to shareholders who request so and provide their postal address. Such request can be sent to the contact details set out under the heading “Notice etc.” above. All documents above will be presented at the Annual General Meeting.

Gothenburg in March 2024
Viking Supply Ships AB (publ)
The Board of Directors

Contact information