Avance Gas Holding Ltd (the "Company") advises that a Special General Meeting of the Shareholders of the Company ("SGM") was held on 16 May 2025 at at 09:30 hrs, at Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda, in relation to the proposed liquidation of the Company, appointing Mike Penrose of EY Bermuda Ltd. and Igal Wizman of EY Bahamas Ltd. as joint liquidators, and the delisting of the Company's common shares from the Oslo Stock Exchange.
Accordingly, the following resolutions were passed at the SGM:
- The Company be wound up voluntarily.
- Partners of EY Bermuda Ltd. and EY Bahamas Ltd are proposed to be appointed as the Joint Liquidators (the "Proposed JLs") of the Company, subject to satisfactory completion of their onboarding requirements.
- The shareholders, being entitled to receipt of the surplus assets of the Company in accordance with Item 72 of the Bye Laws, hereby waive their rights to the surplus assets of the Company, in the amount of USD 500,000 or less, after all proving creditors have been paid and the Proposed JLs have drawn their fees and paid any expenses relating to the Liquidation. Any such surplus assets are directed by the shareholders to be distributed to a charity or multiple charities as nominated by the Company.
- Assets of the Company may be distributed in specie.
- Any one of the Proposed JLs be and are hereby authorized to do any act or thing considered by the Proposed JLs to be necessary or desirable in connection with the winding up of the Company.
- The Proposed JLs do have the power to act jointly and severally.
- The remuneration of the Proposed JLs be fixed at USD 45,000 plus disbursements. In the event that the fee assumptions set out in an engagement letter between the Company and EY Bermuda Ltd., to be entered into upon the satisfactory completion of the Proposed JLs onboarding requirements, are not applicable, the Proposed JLs may draw additional fees on a time cost basis at an hourly rate to be agreed in the engagement letter.
- The Proposed JLs change the registered office of the Company to c/o EY Bermuda Ltd., 3 Bermudiana Road, Hamilton HM 08, Bermuda and take control of the statutory books and records of the Company following their appointment.
- All actions taken and things done on behalf of the Company by the Directors and/or Officers of the Company to date be and the same are hereby approved, ratified and confirmed.
- The delisting of the Company's common shares from the Oslo Stock Exchange and to authorize the Proposed JLs to take steps to implement the delisting including filing an application to the Oslo Stock Exchange on behalf of the Company.
16 May 2025
The Board of Directors
Avance Gas Holding Ltd
Hamilton, Bermuda
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
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