NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN VIKING SUPPLY SHIPS AB (PUBL)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Tjänster |
| Industri | Shipping & Offshore |
The shareholders of Viking Supply Ships AB (publ), 556161-0113 are hereby given notice to the Annual General Meeting on Wednesday, 26 March 2025 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, 18 March 2025 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, 20 March 2025, 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, 20 March 2025.
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, 20 March 2025. 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, Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden, 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 at the address Viking Supply Ships AB (publ), “Annual General Meeting”, c/o Computershare AB, Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden not later than Thursday, 20 March 2025. 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, Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden. Shareholders can also submit their postal votes electronically through the company’s website (www.vikingsupply.com). Postal voting forms must be received by Computershare AB not later than Thursday, 20 March 2025. 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:
- 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
- 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 the result for the year according to the adopted balance sheet, and
- discharge from liability in respect of the members of the Board of Directors and the CEO
- Resolution on:
- amendment of the articles of association, and
- 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 on:
- reduction of the share capital through redemption of own B-shares, and
- increase of the share capital through a bonus issue
- Resolution on approval of the Board of Directors’ resolution regarding extraordinary board remuneration
- 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 a representative of 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 a representative of 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 2024 and that the profits should be carried forward to the new accounts.
Item 8 – Resolution on a) amendment of the articles of association, and b) determination of the number of members of the Board of Directors and auditors
Item 8 a) – Resolution on amendment of the articles of association
The Board of Directors proposes that the Annual General Meeting, in order to enable the meeting to vote in accordance with the Nomination Committee’s proposal under item 8 b) of the agenda and increase flexibility regarding the size of the Board of Directors going forward, resolves on an amendment of § 6 of the articles of association in accordance with the below. The Board of Directors has consulted the principal shareholder of the company, Kistefos, who intends to vote in favour of the proposal.
| Current wording | Proposed wording |
| § 6. The Board of Directors shall consist of not less than five and not more than ten members, with not more than five deputy members. | § 6. The Board of Directors shall consist of not less than three and not more than ten members, with not more than five deputy members. |
A resolution regarding this item 8 a) 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.
Item 8 b) – 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 four members elected by the general meeting, without deputy members. For the auditing of the company’s accounting and management, the Nomination Committee proposes an auditing firm.
A resolution in accordance with the Nomination Committee's proposal under this item 8 b) is conditional upon the meeting resolving in accordance with the Board of Directors' proposal under item 8 a) above.
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 900,000. 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 Lars Petter Utseth are re-elected as members of the Board of Directors for the period until the end of the 2026 Annual General Meeting. Petter Orvefors has declined re-election.
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 were members of the Board of Directors during 2024. Information on all 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 auditing firm Rödl & Partner Nordic AB as the auditor of the company for the period until the end of the 2026 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 on a) reduction of the share capital through redemption of own B-shares, and b) increase of the share capital through a bonus issue
Background, majority requirement and authorisations etc.
The company holds 509 own B-shares as a result of an earlier transaction and the Board of Directors sees no use for this limited number of shares. The Board of Directors therefore proposes that the Annual General Meeting resolves on a reduction of the share capital through redemption of 509 own B-shares and an increase of the share capital through a bonus issue in accordance with items 12 a) – b) below.
The Board of Directors proposes that the Annual General Meeting resolves on the proposals under items 12 a) and 12 b) as one joint resolution, since the matters are related. A resolution 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.
The Board of Directors proposes, in addition to what is stated below, that the Board of Directors, or the person designated by the Board of Directors, shall be authorised to make such adjustments to the resolutions under this item 12 as may prove necessary in connection with registrations with the Swedish Companies Registration Office and/or Euroclear Sweden AB.
Item 12 a) – Resolution on reduction of the share capital through redemption of own B-shares
The Board of Directors proposes that the Annual General Meeting resolves on a reduction of the share capital through redemption of own B-shares on the following terms.
The share capital shall be reduced by SEK 16,188.907009. The reduction of share capital shall be carried out by way of redemption of 509 B-shares which are held by the company. The purpose of the reduction of the share capital is allocation to non-restricted equity. Consequently, the company will not pay or receive any payment for the redeemed shares.
The company may carry out the resolution to reduce the share capital without authorisation from the Swedish Companies Registration Office or, in disputed cases, a Swedish court of general jurisdiction, since the company simultaneously will carry out a bonus issue of SEK 16,188.907009 in accordance with the proposal under item 12 b) below. Together, the reduction of the share capital in accordance with the proposal under this item 12 a) and the increase of the share capital in accordance with item 12 b) means that neither the company's restricted equity nor its share capital will decrease.
Item 12 b) – Resolution on increase of the share capital through a bonus issue
The Board of Directors proposes that the Annual General Meeting resolves to increase the company's share capital through a bonus issue on the following terms.
The share capital shall be increased by SEK 16,188.907009. No new shares shall be issued in connection with the increase of the share capital. The amount by which the share capital shall be increased shall be added to the share capital from non-restricted equity.
The purpose of the bonus issue is to restore the company's restricted equity and share capital following the reduction of the share capital proposed under item 12 a) above.
Item 13 – Resolution on approval of the Board of Directors’ resolution regarding extraordinary board remuneration
The Board of Directors proposes that the Annual General Meeting resolves to retroactively approve the Board of Director’s resolution regarding extraordinary remuneration to the former member of the Board of Directors Folke Patriksson.
The Board of Directors has resolved that the former member of the Board of Directors Folke Patriksson shall be awarded extraordinary remuneration in the amount of SEK 2.5 million for long and faithful service regarding his in total 51 years as a member of the Board of Directors of the company. Folke Patriksson passed away in May of 2024 and the remuneration was paid out in July of 2024 to the estate of Folke Patriksson.
According to the Swedish Companies Act, fees and other remuneration for assignments as member of the Board of Directors are matters for a general meeting to resolve upon. Accordingly, the Board of Directors proposes that the Annual General Meeting resolves to retroactively approve the remuneration paid out to the estate of Folke Patriksson regarding previous work as a member of the Board of Directors.
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
Documents which shall be made available prior to the Annual General Meeting will be made available at the company’s office (Idrottsvägen 1, SE-444 31 Stenungsund) and on the company’s website (www.vikingsupply.com) not later than three weeks ahead of the meeting. 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. The relevant documents will also be presented at the Annual General Meeting.
Gothenburg in February 2025
Viking Supply Ships AB (publ)
The Board of Directors