15 April 2014
NORDIC SHIPHOLDING A/S
Company Announcement No. 8/2014
Course of the annual general meeting of Nordic Shipholding A/S, 15 April 2014
Today, Tuesday, 15 April 2014, Nordic Shipholding A/S held its annual general meeting with the agenda published in the notice convening the meeting dated 24 March 2014.
It was resolved to let the company’s annual reports from the financial year 2013 be prepared and presented in English.
The annual report for 2013, the remuneration of the board for 2013, and the board’s proposal on the application of the result was approved.
At the board’s proposal, the company’s management and board of directors were granted discharge, and the special reserve fund established in connection with the capital decrease approved on 5 November 2010 was dissolved.
The board’s remuneration for 2014 was approved.
At the board’s suggestion, Knud Pontoppidan, Kristian Mørch, Anil Gorthy, Jon Lewis, and Philip Clausius were re-elected as members of the board.
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab was re-elected as the company’s auditor.
The following proposals from the board were adopted by the general meeting:
- Authorisation to the board of directors to increase the company's share capital in one or more issues by up to a total nominal amount of DKK 40,650,000 with pre-emptive subscription rights for the company's existing shareholders.
- Authorisation to the board of directors to increase the company's share capital in one or more issues by up to a total nominal amount of DKK 20,325,000 without pre-emptive subscription rights for the company's existing shareholders.
- The aggregate nominal value of any shares issued pursuant to the authorisations to increase the share capital shall not exceed DKK 40,650,000.
- Authorisation to the board of directors to raise loans on one or more occasions for a total loan amount of DKK 500,000,000 with pre-emptive subscription rights for the company’s existing shareholders against the issuance of debt instruments convertible into shares.
- Authorisation to the board of directors to raise loans on one or more occasions for a total loan amount of DKK 250,000,000 without pre-emptive subscription rights for the company’s existing shareholders against the issuance of debt instruments convertible into shares.
- The aggregate principal amount of any convertible debt instruments issued pursuant to the authorisations to raise loans shall not exceed DKK 500,000,000.
- Authorisation to the board of directors, on one or more occasions, to issue warrants to subscribe for shares having a total nominal value of DKK 40,650,000 with pre-emptive subscription rights for the company’s existing shareholders.
- Authorisation to the board of directors, on one or more occasions, to issue warrants to subscribe for shares having a total nominal value of DKK 20,325,000 without pre-emptive subscription rights for the company’s existing shareholders.
- The aggregate nominal value of any new shares issued upon exercise of warrants issued pursuant to the authorisations to issue warrants shall not exceed DKK 40,650,000.
- Implementation of electronic communication in the communication with the company’s shareholders.
- Approval of a new remuneration policy for the board of directors and executive management.
- Existing guidelines for incentive based remuneration of the board of directors and executive management were repealed.
In addition to this, the annual general meeting approved the board’s proposals on various technical amendments to the articles of association.
The board was authorized to let the company acquire up to 10 % of the company’s treasury shares at a price corresponding to the listed price at the time of the acquisition with a deviation of up to 10 % as well as to let the company declare extraordinary dividends.
At a subsequent board meeting, the board of directors appointed Knud Pontoppidan as chairman and Jon Lewis as deputy chairman.
Copenhagen, 15 April 2014
Kind regards,
Knud Pontoppidan, Chairman of the board of directors, Nordic Shipholding A/S: +45 4058 3640.
