Shareholders of Viking Supply Ships AB (publ), 556161-0113 are hereby invited to the Annual General Meeting on Tuesday, April 26, 2022.
This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.
In order to prevent the spread of the coronavirus infection (COVID-19), the Board of Directors has decided that the Annual General Meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by post prior to the General Meeting.
Shareholders who wish to attend the Annual General Meeting must be registered in the share register kept by Euroclear Sweden AB on Thursday, April 14, 2022 or, if the shares are trustee-registered, request that the shares are registered in the shareholder’s own name for voting purposes by the trustee not later than on Wednesday, April 20, 2022, and notify their intention to participate by having submitted a postal vote in accordance with the instructions under the heading “Voting by post” below in such manner that Computershare AB has received the postal vote by Monday, April 25, 2022, at the latest. Please note that a notification to attend the Annual General Meeting can only be done by a postal vote.
Shareholders, who have trustee-registered shares with a bank or other trustee, must re- register the shares in their own name with Euroclear Sweden AB to be entitled to participate in the Annual General Meeting. As set out above, such registration, which may be temporary, must be completed on Wednesday, April 20, 2022. This means that shareholders must inform the trustee (bank or broker) of this request in ample time prior to this date.
Voting by post
The Board of Directors has decided that the shareholders shall have the opportunity to exercise their voting rights by a postal vote pursuant to Sections 20 and 22 of the Swedish Act (2022:121) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. When voting by post, the shareholder shall use the voting form and follow the company's instructions that are available on the company's website: www.vikingsupply.com and at the company’s offices, Idrottsvägen 1, SE-444 31 Stenungsund. A completed and signed voting form should be sent by mail to Computershare AB, “AGM of Viking Supply Ships”, Box 5267, SE-102 46 Stockholm. Completed forms must be received by Computershare AB by Monday, April 25, 2022, at the latest. The completed and signed form may alternatively be submitted electronically and is then to be sent to firstname.lastname@example.org. Shareholders can also submit their postal votes electronically with BankID through the company’s website: www.vikingsupply.com. If the shareholder votes by proxy, a written and dated power of attorney shall be enclosed with the voting form. Proxy form is available upon request and on the company’s website, www.vikingsupply.com. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the voting form. Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal vote becomes invalid. Further information and conditions can be found in the voting form.
As per the date of this notice, the company has a total of 12,878,128 shares distributed as 625,698 series A shares and 12,252,430 series B shares. The total number of votes amounts to 18,509,410 of which 6,256,980 of the votes are represented by series A shares and 12,252,430 are represented by series B shares. As per the date of this notice, the company holds no treasury shares.
Proposal for the agenda at the Annual General Meeting:
- Election of the Chairman of the meeting.
- Election of one or two persons to verify the minutes.
- Preparation and approval of the voting list.
- Determination that the meeting has been duly convened.
- Approval of the agenda.
- 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.
- the auditor’s statement regarding the company’s compliance with the guidelines for remuneration to members of the executive management.
- Resolution on:
- 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.
- disposition pertaining to profits for the year according to the adopted balance sheet.
- discharge from liability in respect of the members of the Board of Directors and the CEO.
- Determination of the number of members of the Board of Directors and auditors.
- Determination of remuneration to the members of the Board of Directors and the auditors.
- Election of members of the Board of Directors and Chairman of the Board of Directors.
- Election of auditors.
- Resolution regarding the establishment of a Nomination Committee for the next Annual General Meeting.
- Resolution on approval of the remuneration report.
- Closing of the meeting.
Proposals for resolution:
Item 1 – Election of 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.
Item 2 - Election of one or two persons to verify the minutes
The Board of Directors proposes Claes-Göran Haraldsson, who represents himself or, in his absence, the person designated by the Board of Directors, as, in addition to the Chairman, person to verify the minutes. Also, such assignment includes verifying the voting list and that the received postal votes are correctly reflected in the minutes.
Item 3 - Preparation and approval of the voting list
The voting list that is proposed to be approved under item 3 on the agenda is the voting list that Computershare AB has prepared, on behalf of the company, based on the shareholders register and received postal votes and which has been verified and approved by the persons to verify the minutes.
Item 7 b) – Disposition pertaining to the company’s profits
The Board of Directors proposes that no dividend should be paid for the fiscal year 2021 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 on approved account.
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, Folke Patriksson, Erik Borgen, Håkan Larsson and Magnus Sonnorp are re-elected as members of the Board of Directors for a period until the end of the 2023 Annual General Meeting.
Further, the Nomination Committee proposes that Bengt A. Rem is re-elected as Chairman of the Board of Directors and that Folke Patriksson is re-elected as Vice-chairman of the Board of Directors.
For details about the proposed members of the Board of Directors, please see 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 a period until the end of the 2023 Annual General Meeting. Rödl & Partner Nordic AB has informed the company that the authorized public accountant Mathias Racz will be re-appointed as the auditor in charge, if the Annual General Meeting resolves in accordance with the Nomination Committee’s proposal.
Item 12 – Proposal regarding the establishment of a Nomination Committee for the next Annual General Meeting
The Nomination Committee proposes that principles for the appointment of the Nomination Committee and the instruction for the Nomination Committee are adopted unchanged from last year.
Item 13 – Resolution on approval of the remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
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 of 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.
A request for such information should be made in writing to Viking Supply Ships AB, Idrottsvägen 1, SE-444 31 Stenungsund, Sweden, att: Jørgen Lorentz or by email to email@example.com at the latest on Saturday, April 16, 2022. Requested information will be made available at the Company’s offices, Idrottsvägen 1, SE-444 31 Stenungsund and at www.vikingsupply.com by Thursday, April 21, 2022, at the latest. Within the same time, the information will also be sent to the shareholder that has requested it and provided an address.
Use of personal data
For information regarding the processing of your personal data, please refer to the privacy policies of Euroclear and Computershare, available on their respective websites: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and www.computershare.com/se/gm-gdpr.
Accounting documentation and the auditors’ report, the auditors’ statement regarding Item 6 b) and all other documents will be available on Tuesday, April 5, 2022 at the latest, at the company’s office and at the website, www.vikingsupply.com. The documents will also be sent to shareholders who request this and provide their address. All documents above will be presented at the Annual General Meeting.
Gothenburg in March 2022 Viking Supply Ships AB (publ) The Board of Directors