Hamilton, Bermuda – (16 December 2024) – GoodBulk Ltd. (the “Company”) (N-OTC: BULK).
Members’ Written Resolution
On 10 December 2024, the board of directors of the Company (the “Board”) proposed that 30,000,000 unissued preference shares, each with a par value of USD 1, not having been taken up or agreed to be taken up by any person, shall be cancelled and the authorised share capital of the Company be reduced. The share capital reduction is subject to the approval of the shareholders through a Members’ Written Resolution. Following such shareholder approval, the preference shares will be cancelled and the authorised capital of the Company will be reduced and ultimately consist of the following:
USD 3,000,001 divided into 300,000,000 common shares of par value USD 0.01 each and one (1) class A share of par value USD 1.00.
Further to the above, the Board has resolved to propose certain amendments to the Company’s bye-laws to, amongst other matters, remove the provisions relating to Special Members and appointment of Special Directors (as such terms are defined in the Company’s existing bye-laws). The amendments to the bye-laws are subject to the approval of the shareholders through a Members’ Written Resolution. It is therefore proposed that the amended bye-laws, which will be distributed to the shareholders together with the instructions for how to submit their voting instructions to complete the Members’ Written Resolutions, are approved and adopted as the Company’s new bye-laws.
In addition the proposed Members’ Written Resolutions shall constitute the 2024 annual general meeting of the Company, whereby the audited financial statements for the year 31 December 2023 shall be noted, the existing directors of the Company (other than the Class A Directors which are appointed by the Class A Member (as such terms are defined in the Company’s bye-laws)) shall be appointed for a term ending at the next annual general meeting and the existing auditor appointed as the Company’s auditor until the next annual general meeting with their fee to be agreed by the directors.
All investors holding interests in the Company through holding sponsored Norwegian depository receipts (“SNDRs”) issued by Equro Issuer Services AS (“Equro”) will shortly receive instructions for how to submit their voting instructions to complete the Members’ Written Resolutions to approve the matters described above and therein.
All SNDR holders who wish to instruct Equro, as record keeper on behalf of the Company and the holders in respect of the SNDRs which are registered in the Euronext Securities Oslo, to sign the Members’ Written Resolutions must complete and sign the received voting instructions form, and return it to Equro at the address set out below no later than 23 December 2024 at 12:00 CET.
Further information and instructions are included in the cover letter and voting instructions form distributed to all SNDR holders.
Equro Issuer Services AS
Billingstadsletta 13
1396 Billingstad
Norway
E-mail to: [email protected]
For further information, please contact:
John Michael Radziwill
CEO and Chairman
GoodBulk Ltd.
Tel.: + 377 97 98 59 87
Email: [email protected]
The full announcement can be found here.
