American Shipping : Notice of Annual General Meeting 2022, incl. proxy form

Notice of Annual General Meeting in American Shipping Company ASA

Notice is hereby supplied of the annual normal assembly of American Shipping Company ASA, org. no. 988 228 397 (the “Company“), on Friday 22 April 2022 at 11 (CET), held as a digital assembly (in Norwegian) at https://web.lumiagm.com/167605735

IMPORTANT MESSAGE:

The Annual General Meeting will likely be held as a digital assembly solely, with no bodily attendance for shareholders. To take part within the normal assembly, please log in to: https://web.lumiagm.com/167605735 both in your smartphone, pill or PC. Enter Meeting ID: 167-605-735 and click on Join. You should then determine your self with the reference quantity and PIN code from VPS for the overall assembly that you will see in investor companies (Corporate Actions – General Meeting – ISIN) or despatched you by submit on this form (for non-electronic actors).

You can have the chance to log in a single hour earlier than the overall assembly begin from 10:00h. Shareholders have to be logged in earlier than the overall assembly begins.

Shareholders are welcome to contact DNB Registrars Department on telephone + 47 23 26 80 20 (between 08:00-15:30) or ship an e-mail to [email protected] in the event that they want their reference quantity and PIN code or if they’ve technical questions.

Shareholders could discover an internet information on the Company’s web site www.americanshippingco.com describing how shareholders can take part within the digital assembly. Shareholders could select to vote upfront or by proxy as described on this discover.

The annual normal assembly will likely be held for the needs acknowledged beneath:

  • 1. Opening of the annual normal assembly, together with approval of the discover and agenda.

  • 2. Election of an individual to co-sign the assembly minutes together with the assembly chair.

  • 3. Presentation of enterprise actions (non-voting).

  • 4. Approval of the 2021 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors’ report.

  • 5. Advisory vote on the report on wage and different

  • remuneration to the manager administration for 2021.

  • 6. Consideration of the governance (non-voting).

    assertionofcompany

  • 7. Stipulation of remuneration to the members of the board of administrators.

  • 8. Stipulation of remuneration to the members of the Nomination Committee.

  • 9. Approval of remuneration to the auditor for 2021.

  • 10. Election of new auditor.

  • 11. Election of members to the Board of Directors.

  • 12. Election of members to the Nomination Committee.

  • 13. Reduction of the share capital.

  • 14. Authorization to the Board of Directors for fee of dividends.

  • 15. Authorization to the Board of Directors to amass treasury shares in reference to incentive scheme for workers.

  • 16. Authorization to the Board of Directors to amass treasury shares for funding functions or subsequent sale or deletion or such shares.

  • 17. Authorization to the Board of Directors to amass treasury shares in reference to acquisitions, mergers, de-mergers or different transactions.

  • 18. Authorization to the Board of Directors to extend the share capital in reference to future investments and so forth.

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The shares of the corporate and the fitting to vote for shares

As of the date of this discover, the Company’s share capital is NOK 606,165,050 divided into 60,616,505 shares, every having a face worth of NOK 10. Each share carries one vote. However, voting and possession restrictions apply to Shipping Operators, as set out within the Articles of Association part 8. No voting rights could also be exercised for the Company’s personal shares. As of March 31, 2022, the Company owned 0 personal shares.

Each shareholder has, topic to the abovementioned restrictions for Shipping Operators as outlined within the Articles of Association part 8, the fitting to vote for the quantity of shares owned by the precise shareholder and registered within the shareholder’s register with the Norwegian Central Securities Depository (Euronext Securities Oslo (“VPS”)) on the time of the overall assembly. If a share acquisition has not been

registered with the VPS on the time of the overall assembly, voting rights for the acquired shares could solely be exercised if the acquisition is reported to the VPS and confirmed on the normal assembly. In a share switch, the events could agree that the vendor can train the shareholder rights till the rights have been assumed by the acquirer.

In the corporate’s opinion, neither the helpful proprietor nor the agent has the fitting to vote for shares registered on nominee accounts with the VPS, cf. the Norwegian Public Limited Liability Companies Act part 4-10. The helpful proprietor could, nonetheless, vote for the shares within the occasion all essential steps are taken to terminate the custodian registration of the shares, and the shares are transferred to an bizarre account registered with the VPS, within the proprietor’s title. Provided that the proprietor can doc such conduct, and he has an precise possession curiosity within the firm, he could, within the firm’s opinion, vote for the shares, despite the fact that they don’t seem to be but registered on an bizarre VPS-account.

The shareholders’ rights

A shareholder can not demand that new gadgets are added to the agenda now, when the deadline for such request has expired, cf. the Norwegian Public Limited Liability Companies Act part 5-11 second sentence. A shareholder has the fitting to make proposals for a decision concerning the gadgets which will likely be thought-about by the overall assembly.

A shareholder has the fitting to request board members and the CEO to offer essential data to the overall assembly that will affect the approval of the annual accounts and the Board of Directors’ report; gadgets introduced earlier than the overall assembly for approval; the Company’s monetary state, together with data on different corporations during which the Company participates, and different gadgets to be mentioned on the normal assembly, except the data requested is probably not disclosed with out inflicting disproportionate hurt to the Company.

If extra data is important, and a solution not will likely be given on the normal assembly, a written reply shall be ready inside two weeks from the date of the overall assembly. Such reply shall be accessible on the firm’s workplace and despatched to shareholders requesting the data. If the reply is taken into account materials for analysis of the circumstances talked about within the earlier paragraph, the reply needs to be despatched to all shareholders with recognized deal with.

Participation

The annual normal assembly will likely be held as a digital assembly by way of Lumi AGM on https://web.lumiagm.com/167605735. Click on the hyperlink or copy the URL of your browser to attend at

the overall assembly. American Shipping Company ASA assembly ID will likely be: 167-605-735.

By collaborating on-line by way of Lumi AGM shareholders can vote on every agenda merchandise, submit written questions from smartphones, tablets or stationary gadgets in addition to observe dwell webcast (in Norwegian). No pre-registration is required for shareholders who wish to take part, however shareholders have to be logged on earlier than the overall assembly begins.

Note that it’ll not be potential to go online to the assembly after it has began. We due to this fact encourage shareholders to log in effectively upfront of the overall assembly. The normal assembly is open for login one hour earlier than start-up.

Secure identification of shareholders will likely be accomplished utilizing the PIN code and reference quantity listed within the hooked up form or on the shareholder’s account in VPS Investor Services.

More data and pointers concerning digital participation by way of Lumi AGM is out there on the Company’s web site: www.americanshippingco.com.

Voting previous to the overall assembly and proxies

Instead of collaborating on-line, shareholders could previous to the annual normal assembly, forged votes on every agenda merchandise by way of the corporate’s web site, www.americanshippingco.com, or by way of VPS Investor Services (PIN-code and reference quantity from the proxy form is required). The deadline for prior voting is 21 April 2022 at 16.00 (CET). Up till the deadline; votes already forged could also be modified or withdrawn.

Shareholders who want to vote on the annual normal assembly by utilizing a proxy can submit this by way of the Company’s web site www.americanshippingco.com or by way of VPS Investor Services, a service provided by most registrars in Norway, or by finishing and returning the enclosed proxy form scanned by e-mail to [email protected], or alternatively by submit to DNB Bank ASA, Registrar’s Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. The proxy form have to be obtained no later than Monday 21 April 2022 at 16:00 (CET).

Proxy with or with out voting directions can, if fascinating, be given to the chair of the board of administrators, Annette Malm Justad, or the individual she appoints.

Shareholders that select to log in to the digital assembly by way of Lumi AGM even when they’ve voted upfront or given a proxy, with or with out voting directions, won’t be able to vote on the agenda gadgets in the course of the assembly.

Electronic Investor Information

American Shipping Company ASA urges shareholders to obtain investor messages from the VPS electronically, each from an environmental and value perspective. To obtain investor data electronically, together with invites to normal conferences, go to your on-line financial institution or euronextvps.no (log in by way of myVPS within the top-right nook).

The following paperwork www.americanshippingco.com:

willbe

  • – This discover and the enclosed proxy form

    accessibleon

  • – The Board of Directors’ proposed resolutions for the annual normal assembly for the gadgets listed above

  • – The Board of Directors’ proposed 2021 monetary statements and annual accounts, annual report and auditor’s report, together with the assertion on Corporate Governance

  • – The report on wage and different remuneration to the American Shipping Company ASA govt administration for 2021

  • – The suggestions from the Nomination Committee

  • – Statement from the audit committee regarding election of new auditor

  • – The affirmation from KPMG AS that the Company, after the proposed capital discount, can have full protection forits non-distributable fairness, pursuant to the Norwegian

Public Limited Liability Act part 12-2 (2) final sentence

– Guidelines for on-line participation

Pursuant to part 10 of American Shipping Company ASA’s Articles of Association and Section 5-12 (1) of the Norwegian Public Limited Liability Companies Act, the Chairperson of the Board, Annette Malm Justad, will open and chair the overall assembly.

Any shareholder, who desires to obtain the paperwork, can contact [email protected] or common mail to American Shipping Company ASA, P.O. Box 230, 1326 Lysaker, Norway.

***

1 April 2022

American Shipping Company ASA

Board of DirectorsEnclosure: Proxy

Ref no: PIN code:

Notice of Annual General Meeting

The Annual General Meeting in American Shipping Company ASA will likely be held nearly on 22 April 2022 at 11.00 (CET)

The shareholder is registered with the next quantity of shares at summons: _________ and vote for the quantity of shares owned pe Record Date: 21 April 2022

IMPORTANT MESSAGE:

The annual normal assembly will likely be held as a digital assembly solely, with no bodily attendance for shareholders.

Please log in at https://web.lumiagm.com/167605735

You should determine your self utilizing the reference quantity and PIN code from VPS that you will see in investor companies (Corporate Actions – General Meeting – ISIN) or despatched to you by submit on this form (for non-electronic actors) Shareholders may get their reference quantity and PIN code by contacting DNB Bank Registrars Department by telephone +47 23 26 80 20 (8.00-a.m. to three.30 p.m.) or by e-mail [email protected]

On the corporate’s net web page www.americanshippingco.com/annual-general-meeting You will discover and on-line information describing extra intimately the way you as a shareholder can take part within the Virtual assembly.

Deadline for registration of advance votes, proxy and directions: 21 April 2022 at. 16:00 (CET)

Advance votes

Advance votes could solely be executed electronically, by way of the Company’s web site www.americanshippingco.com (use ref.nr and pin code above) or by way of VPS Investor Services (the place you might be recognized and don’t want Ref.nr and PIN code). Chose Corporate Actions – General Meeting, click on on ISIN. Investor Services could be accessed both by way of https://euronextvps.no/ or your account operator.

Notice of attendance

Shareholders are solely allowed to take part on-line and no pre-registration is required. Shareholders have to be logged in earlier than the assembly begins. If you aren’t logged in earlier than the overall assembly begins, you won’t be able to attend. Log in begins an hour earlier than.

Shareholders who don’t want to take part on-line or vote upfront can provide proxy to a different individual.

Proxy with out voting directions for Annual General Meeting of American Shipping Company ASA

Ref no: PIN code:

Proxy needs to be registered by way of the Company’s web site www.americanshippingco.com or by way of VPS Investor Services.

For granting proxy by way of the Company’s web site, the above-mentioned reference quantity and pin code have to be acknowledged.

In VPS Investor Services selected Corporate Actions – General Meeting, click on on ISIN.

Investor Services could be accessed both by way of https://www.euronextvps.no/ or your account operator.

Alternatively, you might ship this form by e-mail to [email protected], or by common Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. If the shareholder is an organization, the corporate’s Certificate of Registration have to be hooked up to the proxy. The Proxy have to be obtained no later than 21 April 2022 at 16.00 (CET). The form have to be dated and signed as a way to be legitimate.

If you don’t state the title of the proxy holder, the proxy will likely be given to the chair of the Board of Directors or a person authorised by her.

The undersigned: hereby grants (if you don’t state the title of the proxy holder, the proxy will likely be given to the Chair of the Board of Directors or a person authorised by her).

the Chair of the Board of Directors (or an individual authorised by her), or

______________________________________________(NB: Proxy holder should ship an e-mail to [email protected] for log in particulars)

(Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares on the Annual General Meeting of American Shipping Company ASA on 22 April 2022.

Place

Date

Shareholder’s signature (just for granting proxy)

Proxy with voting directions for Annual General Meeting in American Shipping Company ASA

If you might be unable to attend the assembly in individual, you might use this proxy form to provide voting directions to Chair of the Board of Directors or the individual authorised by her. (Alternatively, you might vote electronically upfront, see separate part above.) For instruction to apart from Chair of the Board, submit a proxy with out voting directions and agree instantly with the proxy holder how votes needs to be forged.

Proxies with voting directions can solely be registered by DNB, and have to be despatched to [email protected] (scanned form) or by common Mail to DNB Bank ASA, Registrars’ Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form have to be obtained by DNB Bank ASA, Registrars’ Department no later than 21 April 2022 at 16.00 (CET). If the shareholder is a Company, the Company’s Certificate of Registration have to be hooked up to the proxy.

Proxies with voting directions have to be dated and signed as a way to be legitimate.

The undersigned:

Ref no:

hereby grants the Chair of the Board of Directors (or an individual authorised by her) proxy to attend and vote for my/our shares on the Annual General Meeting of American Shipping Company ASA on 22 April 2022.

The votes shall be exercised in accordance with the directions beneath. If the sections for voting are left clean, this will likely be counted as an instruction to vote in accordance with the Board’s and Nomination Committee’s suggestions. However, if any motions are produced from the attendees along with or in substitute of the proposals within the Notice, the proxy holder could vote at his or her discretion. If there may be any doubt as to how the directions needs to be understood, the proxy holder could abstain from voting.

Agenda for the Annual General Meeting 2022

AgainstAbstention

1.

Opening of the annual normal assembly, together with approval of the discover and agenda.

2.

Election of an individual to co-sign the assembly minutes together with the assembly chair.

☐ ☐

☐ ☐

☐ ☐

3.

Presentation of enterprise actions.

non-voting

4. Approval of the 2021 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors’ report.

5. Advisory vote on the report on wage and different remuneration to the manager administration for 2021.

☐ ☐

☐ ☐

☐ ☐

6.

Consideration of the assertion of company governance.

non-voting

7.

Stipulation of remuneration to the members of the board of administrators.

8.

Stipulation of remuneration to the members of the Nomination Committee.

9.

Approval of remuneration to the auditor for 2021.

☐ ☐ ☐

☐ ☐ ☐

☐ ☐ ☐

10.

Election of new auditor.

11. Election of members to the Board of Directors.

12.

Election of members to the Nomination Committee.

13.

Reduction of the share capital.

  • 14. Authorization to the Board of Directors for fee of dividends.

  • 15. Authorization to the Board of Directors to amass treasury shares in reference to incentive scheme for workers.

  • 16. Authorization to the Board of Directors to amass treasury shares for funding functions or subsequent sale or deletion or such shares.

  • 17. Authorization to the Board of Directors to amass treasury shares in reference to acquisitions, mergers, de-mergers or different transactions.

  • 18. Authorization to the Board of Directors to extend the share capital in reference to future investments and so forth.

☐ ☐ ☐ ☐ ☐

☐ ☐ ☐ ☐ ☐

☐ ☐ ☐ ☐ ☐

Place

Date

Shareholder’s signature (Only for granting proxy with voting directions)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, specifically chapter 5. If the shareholder is an organization, the corporate’s certificates of registration have to be hooked up to the proxy.

https://www.marketscreener.com/quote/inventory/AMERICAN-SHIPPING-COMPANY-1413074/information/American-Shipping-Notice-of-Annual-General-Meeting-2022-incl-proxy-form-39933544/

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