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Golden Ocean Group Ltd – ‘20-F’ for 12/31/19 – ‘EX-2.2’

On:  Thursday, 3/12/20, at 5:29pm ET   ·   For:  12/31/19   ·   Accession #:  1029145-20-11   ·   File #:  0-29106

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/12/20  Golden Ocean Group Ltd            20-F       12/31/19  155:19M

Annual Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report by a Foreign Non-Canadian Issuer      HTML   2.31M 
 2: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     64K 
                Liquidation or Succession                                        
 3: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     59K 
 6: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     42K 
 7: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     41K 
 4: EX-12.1     Statement re: Computation of Ratios                 HTML     46K 
 5: EX-12.2     Statement re: Computation of Ratios                 HTML     45K 
 8: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     39K 
 9: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     40K 
42: R1          Cover Page                                          HTML    106K 
104: R2          Consolidated Statements of Operations               HTML    108K  
151: R3          Consolidated Statements of Comprehensive Income     HTML     56K  
65: R4          Consolidated Balance Sheets                         HTML    171K 
41: R5          Consolidated Balance Sheets (Parenthetical)         HTML     47K 
103: R6          Consolidated Statements of Cash Flows               HTML    177K  
150: R7          Consolidated Statements of Changes in Equity        HTML    119K  
58: R8          Organization and Business                           HTML     48K 
43: R9          Summary of Significant Accounting Policies          HTML     91K 
31: R10         Recently Issued Accounting Standards                HTML     58K 
82: R11         Income Taxes                                        HTML     45K 
131: R12         Segment Information                                 HTML     43K  
116: R13         Earnings Per Share                                  HTML     58K  
28: R14         Operating Revenues                                  HTML     84K 
81: R15         Gain (Loss) on Sale of Assets and Amortization of   HTML     54K 
                Deferred Gains                                                   
130: R16         Impairment of Vessels                               HTML     42K  
113: R17         Operating Leases                                    HTML    248K  
26: R18         Cash, Cash Equivalents and Restricted Cash          HTML     56K 
85: R19         Marketable Equity Securities                        HTML     50K 
143: R20         Trade Accounts Receivable, Net                      HTML     53K  
93: R21         Other Current Assets                                HTML     54K 
34: R22         Value of Charter Party Contracts                    HTML     82K 
53: R23         Vessels and Equipment, Net                          HTML     74K 
140: R24         Vessels Under Finance Lease, Net                    HTML     88K  
92: R25         Equity Method Investments                           HTML    325K 
33: R26         Other Long Term Assets                              HTML     51K 
50: R27         Debt                                                HTML    144K 
144: R28         Accrued Expenses                                    HTML     53K  
90: R29         Other Current Liabilities                           HTML     65K 
117: R30         Derivative Instruments Payable and Receivable       HTML     90K  
135: R31         Other Long Term Liabilities                         HTML     65K  
77: R32         Share Capital, Treasury Shares and Dividends        HTML     69K 
23: R33         Share Options                                       HTML    106K 
120: R34         Related Party Transactions                          HTML    118K  
136: R35         Financial Assets and Liabilities                    HTML    177K  
78: R36         Commitments and Contingencies                       HTML     44K 
25: R37         Supplemental Information                            HTML     43K 
121: R38         Subsequent Events                                   HTML     42K  
133: R39         Summary of Significant Accounting Policies          HTML    188K  
                (Policies)                                                       
95: R40         Earning Per Share (Tables)                          HTML     57K 
148: R41         Operating Revenues (Tables)                         HTML     80K  
66: R42         Gain (Loss) on Sale of Assets and Amortization of   HTML     51K 
                Deferred Gains (Tables)                                          
48: R43         Operating Leases (Tables)                           HTML    167K 
96: R44         Cash, Cash Equivalents and Restricted Cash          HTML     54K 
                (Tables)                                                         
149: R45         Marketable Equity Securities (Tables)               HTML     50K  
67: R46         Trade Accounts Receivable, Net (Tables)             HTML     53K 
49: R47         Other Current Assets (Tables)                       HTML     54K 
97: R48         Value of Charter Party Contracts (Tables)           HTML     83K 
147: R49         Vessels and Equipment, Net (Table)                  HTML     72K  
123: R50         Vessels Under Finance Lease, Net (Tables)           HTML    154K  
107: R51         Equity Method Investments (Tables)                  HTML    322K  
22: R52         Other Long Term Assets (Tables)                     HTML     50K 
75: R53         Debt (Tables)                                       HTML    133K 
122: R54         Accrued Expenses (Tables)                           HTML     53K  
106: R55         Other Current Liabilities (Tables)                  HTML     54K  
21: R56         Derivative Instruments Payable and Receivable       HTML     94K 
                (Tables)                                                         
74: R57         Other Long Term Liabilities (Tables)                HTML     48K 
124: R58         Share Capital, Treasury Shares and Dividends        HTML     73K  
                (Tables)                                                         
105: R59         Share Options (Tables)                              HTML     95K  
46: R60         Related Party Transactions (Tables)                 HTML    102K 
61: R61         Financial Assets and Liabilities (Tables)           HTML    169K 
154: R62         Organization and Business (Details)                 HTML     90K  
101: R63         Summary of Significant Accounting Policies          HTML     62K  
                (Details)                                                        
45: R64         RECENTLY ISSUED ACCOUNTING STANDARDS - Additional   HTML     58K 
                Information (Details)                                            
60: R65         Income Taxes (Details)                              HTML     40K 
153: R66         Segment Information (Details)                       HTML     49K  
100: R67         Earnings Per Share (Details)                        HTML     71K  
39: R68         OPERATING REVENUES - Narrative (Details)            HTML     82K 
63: R69         OPERATING REVENUES - Schedule of revenues earned    HTML     57K 
                from time charters, voyage charters and other                    
                revenues (Details)                                               
71: R70         OPERATING REVENUES - Schedule of contract assets    HTML     48K 
                (Details)                                                        
16: R71         Gain (Loss) on Sale of Assets and Amortization of   HTML     72K 
                Deferred Gains (Details)                                         
110: R72         Impairment of Vessels (Details)                     HTML     57K  
126: R73         OPERATING LEASES - Narrative (Details)              HTML    161K  
72: R74         OPERATING LEASES - Schedule of Operating Lease,     HTML     60K 
                Right of Use Assets (Details)                                    
17: R75         OPERATING LEASES - Schedule of Operating Lease      HTML     70K 
                Obligations (Details)                                            
111: R76         OPERATING LEASES - Charterhire and office rent      HTML     83K  
                expense (Details)                                                
127: R77         OPERATING LEASES - Schedule of future minimum       HTML     55K  
                operating lease revenue receipts (Details)                       
69: R78         Cash, Cash Equivalents and Restricted Cash          HTML     61K 
                (Details)                                                        
20: R79         MARKETABLE EQUITY SECURITIES - Summary of           HTML     46K 
                Available-For-Sale Securities (Details)                          
70: R80         MARKETABLE EQUITY SECURITIES - Additional           HTML     43K 
                Information (Details)                                            
15: R81         Trade Accounts Receivable, Net (Details)            HTML     47K 
109: R82         Other Current Assets (Details)                      HTML     55K  
125: R83         VALUE OF CHARTER PARTY CONTRACTS - Movement in      HTML     53K  
                Favorable Charter Party Contracts (Details)                      
73: R84         VALUE OF CHARTER PARTY CONTRACTS - Additional       HTML     52K 
                Information (Details)                                            
18: R85         VALUE OF CHARTER PARTY CONTRACTS - Summary of       HTML     49K 
                Favorable Charter Contracts (Details)                            
112: R86         VALUE OF CHARTER PARTY CONTRACTS - Movement in      HTML     51K  
                Unfavorable Charter Party Contracts (Details)                    
128: R87         VESSELS AND EQUIPMENT, NET - Summary of Changes in  HTML     70K  
                Vessels and Equipment, Net (Details)                             
68: R88         VESSELS AND EQUIPMENT, NET - Additional             HTML     79K 
                Information (Details)                                            
19: R89         VESSELS UNDER FINANCE LEASE, NET - Narrative        HTML     65K 
                (Details)                                                        
47: R90         VESSELS UNDER FINANCE LEASE, NET - Right-of-use     HTML     45K 
                Finance Lease Assets (Details)                                   
62: R91         VESSELS UNDER FINANCE LEASE, NET - Changes in       HTML     57K 
                Lease Obligations (Details)                                      
155: R92         VESSELS UNDER FINANCE LEASE, NET - Outstanding      HTML     59K  
                Obligations Finance Leases (Details)                             
102: R93         VESSELS UNDER FINANCE LEASE, NET - Schedule of      HTML     48K  
                Purchase Options (Details)                                       
44: R94         EQUITY METHOD INVESTMENTS - Movement in Equity      HTML     81K 
                Method Investments (Details)                                     
59: R95         EQUITY METHOD INVESTMENTS - Summary of Financial    HTML    146K 
                Information (Details)                                            
152: R96         EQUITY METHOD INVESTMENTS - Additional Information  HTML     64K  
                (Details)                                                        
99: R97         OTHER LONG TERM ASSETS - Summary of Other Long      HTML     49K 
                Term Assets (Details)                                            
40: R98         OTHER LONG TERM ASSETS - Additional Information     HTML     45K 
                (Details)                                                        
64: R99         DEBT - Summary of Debt (Details)                    HTML    100K 
55: R100        DEBT - Summary of Movements in Debt (Details)       HTML     72K 
36: R101        DEBT - Loan Facilities Additional Information       HTML    177K 
                (Details)                                                        
87: R102        DEBT - Financial Covenants Additional Information   HTML     50K 
                (Details)                                                        
138: R103        DEBT - US Dollar Denominated Fixed Rate Debt        HTML     70K  
                Additional Information (Details)                                 
57: R104        DEBT - Deferred Charges Additional Information      HTML     42K 
                (Details)                                                        
37: R105        DEBT - Summary of Debt Maturities (Details)         HTML     63K 
88: R106        DEBT - Assets Pledged and Weighted Average          HTML     47K 
                Interest Rate Additional Information (Details)                   
139: R107        Accrued Expenses (Details)                          HTML     52K  
54: R108        Other Current Liabilities (Details)                 HTML     60K 
38: R109        Derivative Instruments Payable and Receivable       HTML     68K 
                (Details)                                                        
30: R110        Other Long Term Liabilities (Details)               HTML     56K 
83: R111        SHARE CAPITAL, TREASURY SHARES AND DIVIDENDS -      HTML     46K 
                Summary of Authorized Capital (Details)                          
132: R112        SHARE CAPITAL, TREASURY SHARES AND DIVIDENDS -      HTML     82K  
                Additional Information (Details)                                 
115: R113        SHARE CAPITAL, TREASURY SHARES AND DIVIDENDS -      HTML     78K  
                Summary of Share Capital (Details)                               
29: R114        SHARE OPTIONS - Additional Information (Details)    HTML    103K 
80: R115        SHARE OPTIONS - Summary of Number of Share Options  HTML     79K 
                Outstanding (Details)                                            
129: R116        SHARE OPTIONS - Summary of Share Option             HTML     55K  
                Outstanding (Details)                                            
114: R117        RELATED PARTY TRANSACTIONS - Ship Finance           HTML     77K  
                Additional Information (Details)                                 
27: R118        RELATED PARTY TRANSACTIONS - Seatankers, Capesize   HTML     52K 
                Chartering, and United Freight Carriers Additional               
                Information (Details)                                            
84: R119        RELATED PARTY TRANSACTIONS - Management Agreements  HTML     50K 
                Additional Information (Details)                                 
142: R120        RELATED PARTY TRANSACTIONS - Acquisition of         HTML     68K  
                vessels from affiliates of Hemen Additional                      
                Information (Details)                                            
94: R121        RELATED PARTY TRANSACTIONS - Seller's Credits From  HTML     78K 
                Affiliates of Hemen Additional Information                       
                (Details)                                                        
35: R122        RELATED PARTY TRANSACTIONS - Shareholder Loan to    HTML     51K 
                Singapore Matine (Details)                                       
52: R123        RELATED PARTY TRANSACTIONS - Summary of Long-Term   HTML     44K 
                Balances Owed to Related Parties (Details)                       
141: R124        RELATED PARTY TRANSACTIONS - Summary of Net         HTML     59K  
                Amounts Charged By Related Parties (Details)                     
91: R125        RELATED PARTY TRANSACTIONS - Summary of Net         HTML     52K 
                Amounts Charged To Related Parties (Details)                     
32: R126        RELATED PARTY TRANSACTIONS - Summary of Balances    HTML     54K 
                Due from Related Parties (Details)                               
51: R127        RELATED PARTY TRANSACTIONS - Summary of Short-Term  HTML     52K 
                Balance Due to Related Parties (Details)                         
146: R128        RELATED PARTY TRANSACTIONS - Additional             HTML     60K  
                Information (Details)                                            
89: R129        FINANCIAL ASSETS AND LIABILITIES - Interest Rate    HTML     68K 
                Risk Management (Details)                                        
118: R130        FINANCIAL ASSETS AND LIABILITIES - Forward Freight  HTML     57K  
                Agreements (Details)                                             
134: R131        FINANCIAL ASSETS AND LIABILITIES - Bunker           HTML     42K  
                Derivatives (Details)                                            
76: R132        FINANCIAL ASSETS AND LIABILITIES - Foreign          HTML     46K 
                Currency Risk (Details)                                          
24: R133        FINANCIAL ASSETS AND LIABILITIES - Fair Values      HTML     96K 
                (Details)                                                        
119: R134        COMMITMENTS AND CONTINGENCIES - Additional          HTML     75K  
                Information (Details)                                            
137: R135        SUPPLEMENTAL INFORMATION - Additional Information   HTML     77K  
                (Details)                                                        
79: R136        SUBSEQUENT EVENTS - Additional Information          HTML     54K 
                (Details)                                                        
98: XML         IDEA XML File -- Filing Summary                      XML    290K 
108: XML         XBRL Instance -- gogl-20191231_htm                   XML   5.00M  
56: EXCEL       IDEA Workbook of Financial Reports                  XLSX    168K 
11: EX-101.CAL  XBRL Calculations -- gogl-20191231_cal               XML    402K 
12: EX-101.DEF  XBRL Definitions -- gogl-20191231_def                XML   1.51M 
13: EX-101.LAB  XBRL Labels -- gogl-20191231_lab                     XML   2.82M 
14: EX-101.PRE  XBRL Presentations -- gogl-20191231_pre              XML   2.01M 
10: EX-101.SCH  XBRL Schema -- gogl-20191231                         XSD    410K 
86: JSON        XBRL Instance as JSON Data -- MetaLinks              565±   860K 
145: ZIP         XBRL Zipped Folder -- 0001029145-20-000011-xbrl      Zip    687K  


‘EX-2.2’   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession


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Exhibit 2.2

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


The following description sets forth certain material terms and provisions of Golden Ocean Group Limited's securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended.


DESCRIPTION OF COMMON SHARES

The respective number of common shares issued and outstanding as of the last day of the fiscal year for the annual report on Form 20-F to which this description is attached or incorporated by reference as an exhibit, is provided on the cover page of such annual report on Form 20-F.

Voting Rights

The holders of our common shares will be entitled to one vote per share on each matter requiring the approval of the holders of the common shares. At any annual or special general meeting of shareholders where there is a quorum, a simple majority vote will generally decide any matter, unless a different vote is required by express provision of the Amended and Restated Bye-Laws or Bermuda law.

The Companies Act and our Amended and Restated Bye-Laws do not confer any conversion or sinking fund rights attached to our common shares.

Preemptive Rights

Bermuda law does not provide a shareholder with a preemptive right to subscribe for additional issues of a company’s shares unless, and to the extent that, the right is expressly granted to the shareholder under the bye-laws of a company or under any contract between the shareholder and the company.

Holders of our common shares do not have any preemptive rights pursuant to the Amended and Restated Bye-Laws.

Repurchase of Shares

Subject to the Companies Act, the Memorandum of Association and the Amended and Restated Bye-Laws, our Board may from time to time repurchase any common shares for cancellation or to be held as treasury shares.

Holders of our common shares, however, do not have any right to require the Company to purchase their shares pursuant to the Amended and Restated Bye-Laws.

Redemption of Preference Shares

The Company may with the approval of the shareholders issue preference shares which are redeemable at the option of the Company or the holder, subject to the Companies Act, the Memorandum of Association and the Amended and Restated Bye-Laws.

Call on Shares

Pursuant to the Amended and Restated Bye-Laws, the Board may from time to time make calls upon our shareholders in respect of any moneys unpaid on their shares.

Reduction of Share Capital




Subject to the Companies Act, the Memorandum of Association and the Amended and Restated Bye-Laws, the shareholders may by resolution authorize the reduction of the Company’s issued share capital or any capital redemption reserve fund or any share premium account in any manner.

Dividend and Other Distributions

Under the Companies Act, a company may, subject to its bye-laws and by resolution of the directors, declare and pay a dividend, or make a distribution out of contributed surplus, provided there are reasonable grounds for believing that after any such payment (a) the company will be solvent and (b) the realizable value of its assets will be greater than its liabilities.

The Amended and Restated Bye-Laws provide that the Board from time to time may declare cash dividends or distributions out of contributed surplus to be paid to the shareholders according to their rights and interests including such interim dividends as appear to be justified by the position of the Company.

Board of Directors

The Amended and Restated Bye-Laws provide that the Board shall consist of not less than two members and shall at all times comprise a majority of directors who are not resident in the United Kingdom. Our shareholders may change the number of directors by the vote of shareholders representing a simple majority of the total number of votes which may be cast at any annual or special general meeting, or by written resolution. Each director is elected at an annual general meeting of shareholders for a term commencing upon election and each director shall serve until re-elected or their successors are appointed on the date of the next scheduled annual general meeting of shareholders. The Amended and Restated Bye-Laws do not permit cumulative voting for directors.

Subject to the Companies Act, the Amended and Restated Bye-Laws permit our directors to engage in any transaction or arrangement with us or in which we may otherwise be interested. Additionally, as long as our director declares the nature of his or her interest at the first opportunity at a meeting of the Board, he or she shall not by reason of his office be accountable to us for any benefit which he or she derives from any transaction to which the Amended and Restated Bye-Laws permit him or her to be interested.

Our directors are not required to retire because of their age and are not required to be holders of our common shares.

Removal of Directors and Vacancies on the Board

Under the Companies Act, any director may be removed, with or without cause, by a vote of the majority of shareholders if the bye-laws so provide. A company may remove a director by specifically convening a special general meeting of the shareholders. The notice of any such special general meeting must be served on the director concerned no less than fourteen (14) days before the special general meeting. The affected director is entitled to be heard at that special general meeting.

The Amended and Restated Bye-Laws provide that directors may be removed, with or without cause, by a vote of the shareholders representing a majority of the votes present and entitled to vote at a special general meeting called for that purpose. The notice of any such special general meeting must be served on the director concerned no less than 14 days before the special general meeting and he or she shall be entitled to be heard at that special general meeting.

Any director vacancy created by the removal of a director from our Board at a special general meeting may be filled by the election of another director in his place by a majority vote of the shareholders entitled to vote at the special general meeting called for the purpose of removal of that director, or in the absence of such election, by the Board. The Board may fill casual vacancies so long as quorum of directors remains in office. Each director elected to the Board to fill a vacancy shall serve until the next annual general meeting of shareholders and until a successor is duly elected and qualified or until such director’s resignation or removal.




Shareholder Meetings

Under the Companies Act, an annual general meeting of the shareholders shall be held for the election of directors on any date or time as designated by or in the manner provided for in the bye-laws and held at such place within or outside Bermuda as may be designated in the bye-laws. Any other proper business may be transacted at the annual general meeting.

Under the Companies Act, any meeting that is not the annual general meeting is called a special general meeting, and may be called by the Board or by such persons as authorized by the company’s memorandum of association or bye-laws. Under the Companies Act, holders of one-tenth of a company’s issued common shares may also call special general meetings. At such special general meeting, only business that is related to the purpose set forth in the required notice may be transacted. Additionally, under Bermuda law, a company may, by resolution at a special general meeting, elect to dispense with the holding of an annual general meeting for (a) the year in which it is made and any subsequent year or years; (b) for a specified number of years; or (c) indefinitely.

Under the Companies Act, notice of any general meeting must be given not less than five (5) days before the meeting and shall state the place, date and hour of the meeting and, in the case of a special general meeting, shall also state the purpose of such meeting and the that it is being called at the direction of whoever is calling the meeting. Under Bermuda law, accidental failure to give notice will not invalidate proceedings at a general meeting.

Annual General Meetings. The Amended and Restated Bye-Laws provide that the Board may fix the date, time and place of the annual general meeting within or without Bermuda (but never in the United Kingdom or Norway) for the election of directors and to transact any other business properly brought before the meeting.

Special General Meetings. The Amended and Restated Bye-Laws provide that special general meetings may be called by the Board and when required by the Companies Act (i.e. by holders of one-tenth of a company’s issued common shares through a written request to the Board).

Notice Requirements. The Amended and Restated Bye-Laws provide that we must give not less than five (5) days notice before any annual or special general meeting.

Quorum of Shareholders

Under the Companies Act, where the bye-laws so provide, a general meeting of the shareholders of a company may be held with only one individual present if the requirement for a quorum is satisfied and, where a company has only one shareholder or only one holder of any class of shares, the shareholder present in person or by proxy constitutes a general meeting.

Under the Amended and Restated Bye-Laws, quorum at annual or special general meetings shall be constituted by two or more shareholders either present in person or represented by proxy. If we only have one shareholder, then one shareholder present in person or proxy shall constitute the necessary quorum.

Shareholder Action without a Meeting

Under the Companies Act, unless the company’s bye-laws provide otherwise, any action required to or that may be taken at an annual or general meeting can be taken without a meeting if a written consent to such action is signed by the necessary majority of the shareholders entitled to vote with respect thereto.

The Amended and Restated Bye-Laws provide that, except in the case of the removal of auditors and directors, anything which may be done by resolution may, without an annual or special general meeting be done by resolution in writing, signed by a simple majority of all the shareholders or their proxies (or such greater majority required by the Companies Act).

Shareholder’s Rights to Examine Books and Records




Under the Companies Act, any shareholder, during the usual hours of business, may inspect, for a purpose reasonably related to his or her interest as a shareholder, and make copies of extracts from the share register, and minutes of all general meetings.

Amendments to Memorandum of Association

Under Bermuda law, a company may, by resolution passed at an annual or special general meeting of shareholders, alter the provisions of the memorandum of association. An application for alteration can only be made by (i) holders of not less in the aggregate than 20% in par value of a company’s issued share capital, (ii) by holders of not less in the aggregate that 20% of the company’s debentures entitled to object to alterations to the memorandum, or (iii) in the case a company that is limited by guarantee, by not less than 20% of the shareholders.

Variation in Shareholder Rights

Under Bermuda law, if at any time a company has more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, the rights attached to any class of share may be varied with (i) the consent in writing of the holders of 75% in nominal value of the issued shares of that class, or (ii) the sanction of a resolution passed at a separate general meeting of holders of the shares of the class at which a quorum consisting of at least two persons holding or representing of one-third of the issued shares of the relevant class is present.

The Amended and Restated Bye-Laws may be amended from time to time in the manner provided for in the Companies Act.

Vote on Amalgamations, Mergers, Consolidations and Sales of Assets

Under the Companies Act, any plan of merger or amalgamation must be authorized by the resolution of a company’s shareholders and must be approved by a majority vote of three-fourths of those shareholders voting at such special general meeting. Also, it is required that a quorum of two or more persons holding or representing more than one-third (1/3) of the issued and outstanding common shares of the company on the Record Date are in attendance in person or by proxy at such special general meeting.

There are no provisions in our Amended and Restated Bye-Laws addressing such matters.

Appraisal and Dissenters Rights

Under Bermuda law, in the event of an amalgamation or a merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and is not satisfied that fair value has been offered for such shareholder’s shares may, within one month of notice of the special general meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.

Derivative Actions

Class actions and derivative actions are generally not available to shareholders under Bermuda law. Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company, or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it. However, generally a derivative action will not be permitted where there is an alternative action available that would provide an adequate remedy. Any property or damages recovered by derivative action go to the company, not to the plaintiff shareholders. When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order



as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company or that the company be wound up.

A statutory right of action is conferred on subscribers to shares of a Bermuda company against persons (including directors and officers) responsible for the issue of a prospectus in respect of damage suffered by reason of an untrue statement contained in the prospectus, but this confers no right of action against the Bermuda company itself. In addition, subject to any limitations that may be contained in the company’s bye-laws, a shareholder may bring a derivative action on behalf of the company to enforce a right of the company (as opposed to a right of its shareholders) against its officers (including directors) for breach of their statutory and fiduciary duty to act honestly and in good faith with a view to the best interests of the company.

The Amended and Restated Bye-Laws contain provisions whereby each shareholder (i) agrees that the liability of our officers shall be limited, (ii) agrees to waive any claim or right of action such shareholder might have, whether individually or in the right of the Company, against any director, alternate director, officer, person or member of a committee, resident representative or any of their respective heirs, executors or administrators for any action taken by any such person, or the failure of any such person to take any action, in the performance of his or her duties, or supposed duties, to the Company or otherwise, and (iii) agrees to allow us to indemnify and hold harmless our officers and directors in respect of any liability attaching to such officer and director incurred by him or her as an officer or director of the Company. The restrictions on liability, indemnity and waiver do not extend to any liability of an officer or director for fraud or dishonesty.

Liquidation

Under Bermuda Law, in the event of our liquidation, dissolution or winding up, the holders of common shares are entitled to share in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any outstanding preference shares.

Limitations on Ownership

There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our common shares.

Listing

Our common shares have been quoted on the NASDAQ Global Select Market, or NASDAQ, since our initial public offering in February 1997 and traded under the ticker symbol "VLCCF". Following the completion of the Merger with the former Golden Ocean on March 31, 2015, our common shares began trading under the new ticker symbol "GOGL" on NASDAQ since April 1, 2015.

In April 2015, we obtained a secondary listing on the OSE. Trading in our common shares on the OSE commenced on April 1, 2015.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:3/12/20
For Period end:12/31/19
4/1/156-K
3/31/156-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/20/24  Golden Ocean Group Ltd.           20-F       12/31/23  150:16M
 3/16/23  Golden Ocean Group Ltd.           20-F       12/31/22  148:15M
 3/24/22  Golden Ocean Group Ltd.           20-F       12/31/21  149:16M
 3/18/21  Golden Ocean Group Ltd.           20-F       12/31/20  157:18M
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