Shareholders of Viking Supply Ships AB (publ), 556161-0113 are hereby invited to an Extraordinary General Meeting on Monday, November 28, 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.
The Board of Directors has decided that the Extraordinary General Meeting shall be held without the 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 Extraordinary General Meeting must be registered in the share register kept by Euroclear Sweden AB on Friday, November 18, 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 Tuesday, November 22, 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 Friday, November 25, 2022, at the latest. Please note that a notification to attend the Extraordinary 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 Extraordinary General Meeting. As set out above, such registration, which may be temporary, must be completed on Tuesday, November 22, 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, “EGM of Viking Supply Ships”, Box 5267, SE-102 46 Stockholm. Completed forms must be received by Computershare AB by Friday, November 25, 2022, at the latest. The completed and signed form may alternatively be submitted electronically and is then to be sent to email@example.com. 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. A 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 Extraordinary 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.
- Election of member of the Board of Directors.
- Closing of the meeting.
Proposals for resolution:
Item 1 – Election of Chairman of the meeting
The Nomination Committee proposes that the Extraordinary 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 6 – Election of member of the Board of Directors
Erik Borgen has notified the Nomination Committee that he is no longer employed by the company’s main owner Kistefos and will therefore not be available for re-election at the 2023 Annual General Meeting and that he wishes to be dismissed.
The Nomination Committee therefore proposes that Erik Borgen is dismissed as member of the Board of Directors and that Kristoffer Sandaker is elected as a new member of the Board of Directors for a period until the end of the 2023 Annual General Meeting.
If Kristoffer Sandaker is elected as a member of the Board of Directors, the Board of Directors will consist of, aside from him, Bengt A. Rem, Håkan Larsson, Folke Patriksson, Magnus Sonnorp and Christer Lindgren with Bengt A. Rem as the Chairman of the Board of Directors.
A presentation of Kristoffer Sandaker, including an evaluation of his independence in relation to the company, the company’s management and major owners together with the Nomination Committee’s reasoned statement is available on the company’s website, www.vikingsupply.com.
Information at the Extraordinary 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 (publ), Idrottsvägen 1, SE-444 31 Stenungsund, Sweden, att: Tord Helland or by email to firstname.lastname@example.org at the latest on Friday, November 18, 2022. Requested information will be made available at the company’s offices, Idrottsvägen 1, SE-444 31 Stenungsund and at www.vikingsupply.com by Wednesday, November 23, 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.
The documents required to be put forward before the General Meeting in accordance with the Swedish Companies Act and other applicable rules will be available on Monday, November 7, 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 Extraordinary General Meeting.
Gothenburg in November 2022
Viking Supply Ships AB (publ)
The Board of Directors