The shareholders exercise the supreme authority in RS Platou through the general meetings. The Annual General Meeting (the “AGM”) of RS Platou will be held each year prior to the end of June. The AGM shall approve the annual accounts and report as well as the distribution of dividend, and otherwise make such resolutions as required under applicable law.
The Board of Directors may convene extraordinary general meetings whenever it deems necessary or when otherwise legally required. RS Platou’s auditor and any shareholder or group of shareholders representing more than 5% of the current issued and outstanding share capital of RS Platou may require that the Board of Directors convene an extraordinary general meeting.
The Board adheres to the requirements of the Norwegian code of practice for corporate governance with respect to the summons to the General Assembly. The Board summons the meeting and make the supporting information on the resolutions to be considered at the general meeting available on the Group’s website no later than 21 days prior to the date of the general meeting. In addition, the Board send notices of general meetings to shareholders no later than three weeks prior to the meeting and will observe that the notice and any supporting material are sufficiently detailed and comprehensive.
Any deadline for shareholders to give notice of their intention to attend the meeting shall be set as close to the date of the meeting as possible.
The Board shall make arrangements to ensure an independent chairman for the general meeting. The Board and the person chairing the meeting shall arrange for the general meeting to vote separately on each candidate nominated for election to the Company’s corporate bodies, and further ensure that members of the Board and the nomination committee and the auditor are present at the general meeting.
Shareholders who are unable to attend may vote by proxy. The Company shall in this respect:
• provide information on the procedure for representation at the meeting through a proxy;
• nominate a person who will be available to vote on behalf of shareholders as their proxy; and
• prepare a form for the appointment of a proxy, which to the extent possible allows separate voting instructions to be given for each matter to be considered by the meeting and for each of the candidates nominated for election.