Through the general meeting, the shareholders exercise the highest authority in the company. All shareholders have a right to attend, make a statement and vote at MPC Container Ships’ general meeting.
The general meeting’s responsibilities include electing and determining the fees of the members of the Board of Directors and the auditor, approving amendments of the company’s articles of association, approving the annual accounts and the annual statement, and making decisions regarding dividend.
According to MPC Container Ships’ Articles of Association, the annual general meeting shall be held once a year before the end of June. Furthermore, extraordinary general meetings may be convened either by the Board of Directors, the auditor or shareholders representing at least 5% of the company’s share capital.
Notice of the general meeting is sent at the latest two weeks before the meeting. All shareholders registered in the Norwegian Central Securities Depository (“VPS”) will receive a notice of meeting and are entitled to submit proposals and vote directly or via proxy. Agenda papers will also be published on our website.
Pursuant to MPC Container Ships’ Articles of Association, when documents concerning matters to be discussed at general meetings have been made available to the shareholders on the company’s website, the Board of Directors may decide that the documents shall not be sent to the shareholders. If so, a shareholder may request that documents concerning matters to be discussed at the general meeting be sent to him or her. MPC Container Ships cannot charge any form of compensation for sending such documents to shareholders.
The agenda papers must contain all necessary information so that shareholders can decide on the issues to be addressed. The registration deadline for the general meeting will be as close to the general meeting as practically possible but no sooner than five days prior to the meeting, cf. our Articles of Association.
Registration should be made in writing, either via mail or e-mail. The Board of Directors will facilitate so that as many shareholders as possible are able to participate. Shareholders who are unable to attend in person, are encouraged to appoint a proxy. A special proxy form is available which facilitates separate voting instructions for each issue to be considered by the general meeting and for each of the candidates nominated for election. MPC Container Ships will nominate one or more persons to vote as proxy for shareholders. Representatives from the Board of Directors, management and the auditor will participate in the general meeting.
If shares are registered by a nominee in VPS and the beneficial shareholder wants to vote for their shares, the beneficial shareholder must re-register the shares in a separate VPS account in their own name prior to the general meeting. If the holder can prove that such steps have been taken and that the holder has a de facto shareholder interest in the company, the shareholder will be allowed to vote for the shares. Decisions regarding voting rights for shareholders and proxy holders are made by the person opening the meeting, whose decisions may be reversed by the general meeting by simple majority vote.
The minutes of the general meetings are made available on MPC Container Ships’ website immediately after the meeting.