Pre-Annual General Meeting Information • Sep 25, 2023
Pre-Annual General Meeting Information
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StrongPoint ASAs Board of Directors hereby call for an Extraordinary General Meeting. The meeting will exclusively be held on a digital platform announced on the company's webpage.
The webcast will be digital so all shareholders voting need to be registered in advance. The Chairman of the Board and the CEO will be present to facilitate and lead the meeting.
Link to the digital meeting and guidelines for advanced voting are presented at the end of this notice.
The Extraordinary General Meeting (EGM) will be opened by the Chairman of the Board of Directors, Morthen Johannessen, who will chair the meeting. Group CEO Jacob Tveraabak will co-sign the minutes. The Board of Directors proposes the following agenda:
The Board of Directors has decided to propose that the Extraordinary General Meeting resolves the following amendments to the Company's Articles of Association:
The company's office has moved from Slynga 10, 2005 Rælingen to Brynsengveien 10, 0667 Oslo:
The company issued 512,312 new shares in 2022 with regards to the purchase agreement of Air Link Group Limited:
This section is being updated to comply with the new rules of the Norwegian Public Limited Liability Companies Act which came into force on 1 July 2023:
From:The Annual General Meeting shall be held each year before the end of May. Shareholders who wish to attend the General Meeting shall notify the company within a time limit specified in the notice of the General Meeting, which cannot expire earlier than five days before the General Meeting. Shareholders may be denied access if preregistration has not been done by deadline.
[…]
To: The Annual General Meeting shall be held each year before the end of May. Only those who are shareholders five business days prior to the General Meeting (the record date) have the right to participate and vote at the General Meeting. Shareholders who wish
to participate in a General Meeting of the company, shall notify the company of this within a deadline which is set out in the notice of the General Meeting, and which cannot expire earlier than two business days prior to the General Meeting. Shareholders who have not given notice within the expiry of the deadline, will be denied participation.
[…]
* * *
Only those who are shareholders in the Company five business days prior to the general meeting (i.e. 16 October 2023, the "Record Date"), are entitled to attend and vote at the general meeting, cf. Section 5-2 of the Norwegian Public Limited Liability Companies Act
Shareholders intending to vote at the Extraordinary General Meeting are requested to give notice by sending the attached voting form to the company's email address [email protected] by 16:00 CET on 20 October 2023.
According to the Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes or enrollment. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act register this with the company no later than two business days before the general meeting
To register votes, the following alternatives are available:
StrongPoint ASA is a public limited company subject to the rules of the Norwegian Public Limited Companies Act. As of the date of this notice, the company has issued 44,888,352 shares, each of which has one vote. The shares also have the same rights. As of the date of this notice, the company holds 487,190 own shares, for which votes cannot be cast.
This notice, other documents related to the matters that will be addressed at the Extraordinary General Meeting, including the documents referred to in this notice and proposed resolutions to the items in the suggested agenda, are available at the company's website.
Shareholders can contact the company by post, email or telephone to be forwarded the relevant documents. Address: StrongPoint ASA, Brynsengveien 10, 0667 Oslo, email: [email protected] or telephone no: +47 934 03 254.
Oslo, 25 September 2023
For the Board of Directors of StrongPoint ASA
_____________________ Morthen Johannessen Chairman
Overview of appendices etc to the notice which are available at the company's internet site set out above
Appendix 1: Articles of Association old and new version
The Extraordinary General Meeting 23 October 2023 is held digitally. If the shareholder would like to send in votes in advance, this form should be sent on email [email protected] no later than 4pm on 20 October 2023.
If the shareholder does not have access to printer and scanner, the shareholder should send an email to [email protected] and the company will send a template where the shareholder can fill in the information directly in the email and return it to [email protected]
The votes shall be cast in accordance with the instructions below. Please note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice.
| Items: | In favour | Against | No vote |
|---|---|---|---|
| 2. Approval of the notice and the agenda for the Extraordinary General Meeting |
|||
| 3. Approval of amendments of the Article of Association |
The name and address of the shareholder: _______________________________________________
Number of shares: _____________
_________ _________ _________________________ Date Place Shareholder's signature
If the shareholder is a company, a current certificate of registration must be attached to the form.
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