The proposal for this was agreed by the boards of directors of Norsk Hydro ASA and Statoil ASA on 12 and 13 March 2007 respectively.
At the Statoil ASA general meeting, 1,658,902,169 shares voted for the merger, and 39,608 voted against. Since a two-thirds majority is required for the transaction, the merger was approved.
"I am delighted that our shareholders have approved our proposed merger with Norsk Hydro ASA’s petroleum activities," said Helge Lund, Statoil’s chief executive. "Now that Hydro's shareholders have approved the merger proposal, we shall establish a new international energy company, based on the best of Norwegian competence and expertise. This is our mutual response to developments we see in the Norwegian and international energy markets."
The general meeting approved a reduction in share capital of NOK 50,397,120 by canceling 5,867,000 own shares, and buy-back of 14,291,848 shares from the Norwegian Ministry of Petroleum and Energy for the amount of NOK 2,441,899,894.
The general meeting also approved to increase Statoil’s share capital by NOK 2,606,655,590 from NOK 5,364,962,167.50 to NOK 7,971,617,757.50 through the issuing 1,042,662,236 shares with a nominal value of NOK 2.50.
The name of the merged company will be StatoilHydro ASA.
Additionally, the general meeting elected the following members to the Corporate Assembly, which will elect a new board of directors in August.
Olaug Svarva, managing director, the Norwegian National Insurance Fund (leader) Idar Kreutzer, chief executive officer, Storebrand (deputy leader) Erlend Grimstad, executive vice president, Umoe AS Greger Mannsverk, managing director, Kimek AS Steinar Olsen, chair of the board of directors, MI Norge AS Benedicte Berg Schilbred, working chair of the board of directors, Odd Berg Gruppen Ingvald Strommen, professor at the Norwegian University of Science and Technology (NTNU) Inger Ostensjo, chief officer, Stavanger local authority Rune Bjerke, chief executive officer, DnB NOR Gro Brækken, chief executive officer, Save the Children Norway Benedicte Schilbred Fasmer, director for capital markets, Sparebanken Vest Kare Rommetveit, director, University of Bergen
The following were elected as deputy members:
1st deputy: Oddbjorg Ausdal Starrfelt, senior adviser, Mercuri Urval 2nd deputy: Anne-Margrethe Firing, senior vice president, Nordea Bank Norge 3rd deputy: Hege Sjo, manager, European engagements, Hermes Investment Management Ltd. 4th deputy: Shahzad Rana, chair of board, Questpoint
The members are elected with effect from the date that the merger between Statoil ASA and Norsk Hydro ASA’s petroleum activities becomes effective. Their term of office will be until the annual general meeting in 2010.
The following candidates have been elected for the new Election Committee:
Olaug Svarva, managing director, the Norwegian National Insurance Fund (leader) Benedicte Schilbred Fasmer, director for capital markets, Sparebanken Vest Tom Rathke, managing director, Vital Forsikring and chief executive officer, DnB NOR Bjorn Stale Haavik, director general, Norwegian Ministry of Petroleum and Energy
Following today’s approval by the shareholders of Norsk Hydro ASA, the merger will be effective from 1 October 2007 and financially effective from 1 January 2007.
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