AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Treasure ASA

Pre-Annual General Meeting Information Sep 18, 2023

3777_iss_2023-09-18_69e46f9f-0f5f-4883-b16c-1338f2fc4741.pdf

Pre-Annual General Meeting Information

Open in Viewer

Opens in native device viewer

TREASURE ASA

ENGLISH

NOTICE OF EXTRAORDINARY GENERAL MEETING

Tuesday 10 October 2023 at 11:00 hours CEST

English text is an office translation. In the case of discrepancies, the Norwegian version shall prevail.

The meeting will be held as a digital meeting only, without physical attendance for shareholders. Information on online attendance is provided below and on the company's website www.treasureasa.com.

The extraordinary general meeting will be opened by the chair of the board of directors, Thomas Wilhelmsen, in accordance with Section 5-12 of the Norwegian Public Limited Liability Companies Act.

AGENDA

1. Election of a chairperson and a person to co-sign the minutes together with the chairperson

The board proposes that Anne Lise E. Gryte, partner at Advokatfirmaet Wiersholm AS, is elected to chair the meeting, and that a person present at the general meeting is appointed to co-sign the minutes.

2. Adoption of the notice and the agenda

3. Proposal to reduce share capital through liquidation of own shares and amendment to the Articles of Association

At the date of this notice, the company owns 517,771 own shares. The board proposes that these shares are liquidated by a decrease of the company's share capital.

The shares that will be deleted in the share capital decrease are purchased through a buy-back program in the company with the purpose of cancelling the repurchased shared. Information on events that are of material importance for the company since 31 December 2022 have been announced by the company through stock exchange announcements that are available at the Oslo Stock Exchange's portal www.newsweb.no under the company's ticker "TRE".

The board proposes that the general meeting adopts the following resolution:

"The share capital is reduced from NOK 20,524,043.40 by NOK 51,777.10 to NOK 20,472,266.30, by liquidation of 517,771 own shares, each with a nominal value of NOK 0.10."

The board proposes that the general meeting adopts the following new version of the first sentence of Article 4 of the Articles of Association: "The share capital of the Company amounts to NOK 20,472,266.30 consisting of 204,722,663 shares each with a nominal value of NOK 0.10."

A statement from the company's auditor confirming that there will be full coverage of the company's restricted equity following the share capital reduction is available on the company's webpage, www.treasureasa.com, and is published through stock exchange announcement together with the notice for the general meeting.

4. Proposal to distribute additional dividend

The board proposes that the company distributes an additional dividend of NOK 0.40 per share. The additional dividend payment is based on the company's annual financial statements for the financial year 2022, approved by the company's annual general meeting 16 March 2023. It is proposed that the additional dividend is distributed to the company's shareholders as of 10 October 2023 (as registered with Euronext Securities Oslo (formerly Verdipapirsentralen/VPS) as of 12 October 2023) so that the company's shares are traded exclusive the right to the additional dividend from and including 11 October 2023. Subject to the board's proposal being approved, the expected date of payment is 17 October 2023.

The board proposes that the general meeting adopts the following resolution:

"The Company shall pay an additional dividend of NOK 0.40 per share, in total NOK 81,889,065.20. No additional dividend is paid on the Company's own shares.

The additional dividend shall be paid to the company's shareholders as of 10 October 2023 as recorded in Euronext Securities Oslo (formerly Verdipapirsentralen/VPS) as of 12 October 2023."

*** *** *** ***

Treasure ASA is a public limited liability company subject to the rules of the Norwegian Public Limited Liability Companies Act. As of the date of this notice, the company has issued 205,240,434 shares. The company owns 517,771 treasury shares, which are proposed liquidated. The shares have equal rights in relation to the general meeting in all other respects.

In accordance with section 5-2 (1) of the Norwegian Public Limited Liability Companies Act, only shareholders in the company as of 3 October 2023 (five business days prior to the general meeting) have the right to participate and vote at the extraordinary general meeting.

According to section 1-8 of the Norwegian Public Limited Liability Companies Act, as well as regulations on intermediaries covered by section 4-5 of the Norwegian Act on Central Securities Depositories and Securities Settlement etc. and related implementing regulations, notice is sent to custodians who pass it on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes or enrolment. Custodians must according to Section 5-3 of the Norwegian Public Limited Liability Companies Act register this with the company no later than 2 working days before the general meeting.

A shareholder has the right to table draft resolutions for items included on the agenda and to require that members of the board of directors and the management in the general meeting provide available information about (i) matters which may affect the assessment of the items which are presented to the shareholders for decision and (ii) the company's financial situation, including information about activities in other companies in which the company participates, and other matters to be discussed in the general meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the company. The company's latest approved annual accounts with the auditor report are available at the company's websites, www.treasureasa.com, and at the company's offices for review.

Shareholders prevented from attending the general meeting may cast a vote in advance or be represented by way of proxy by completing and sending the respective enclosed forms per the instructions and deadlines given.

This notice, the advance vote form, the proxy form, and all relevant information are available at www.treasureasa.com.

Shareholders may contact the company by ordinary mail, e-mail or phone to request physical copies of the documents relevant for the agenda. Advance voting and proxies can be registered via the link to the VPS on www.treasureasa.com.

18 September 2023 on behalf of the board of directors

Thomas Wilhelmsen Chair of the board

For information regarding online participation in the extraordinary general meeting, submission of proxies and voting, please see attached forms and contact information for DNB Bank ASA.

Ref no: PIN - code:

Notice of Extraordinary General Meeting

extraordinary general Meeting in Treasure ASA will be held on 10 October 2023, 11:00 am (CEST) as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: _____ and vote for the number of shares registered in Euronext Securities Oslo (formerly Verdipapirsentralen/VPS) per 3 October 2023.

The deadline for electronic registration of advance votes, proxy of and instructions is 8 October 2023

Electronic registration

Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Step 1 – Register during the enrollment/registration period:

  • Either through the company's website https://www.treasureasa.com/ using a reference number and PIN – code (for those of you who receive the notice by post-service), or
  • Log in through VPS Investor services; available at https://www.euronextvps.no/ or through own account keeper (bank/broker)

Once logged in - choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" – There is no need for registration for online participation, enrollment is not mandatory

  • "Advance vote" If you would like to vote in advance of the meeting
  • "Delegate Proxy" Give proxy to the chair of the Board of Directors or another person
  • "Close" Press this if you do not wish to register

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiagm.com/157040615

You must identify yourself using the reference number and PIN - code from VPS which you can find in investor services or sent by post on this form (see step 1 above). Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).

If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

Ref no: PIN-code:

Form for submission by post or e-mail for shareholders who cannot register their elections electronically.

The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 centrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 08 October 2023. If the shareholder is a company, the signature must be in accordance with the company certificate.

* Will be unsecured unless the sender himself secure the e-mail.

________________ shares would like to be represented at the extraordinary general meeting in Treasure ASA as follows (mark off):

  • ☐ Open proxy for the chairman of the Board of Directors (or the person he or she authorizes) (do not mark the matters below)
  • ☐ Proxy of attorney with instructions to the chairman of the Board of directors (or the person he or she authorizes) (mark "For", "Against" or "Abstain" on the individual items on the agenda)
  • ☐ Open proxy (do not mark the items below agree directly with your proxy solicitor if you wish to give instructions on how to vote) to

___________________________________________ (enter the proxy solicitors name in the block letters)

Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details for online participation.

☐ Advance votes («For», «Against» or «Abstain» on the individual case on the agenda)

Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.

Agenda for the extraordinary general meeting 10 October 2023 For Against Abstain
1 Election of a chairperson and a person to co-sign the
minutes together with the chairperson
2 Adoption of the notice and the agenda
3 Proposal to reduce share capital through liquidation of
own shares and amendment to the Articles of
Association
4 Proposal to distribute additional dividend

The form must be dated and signed

Place Date Shareholder's signature

GUIDE FOR ONLINE PARTICIPATION

Treasure ASA will hold an extraordinary general meeting on October 10th, 2023, at 11:00 am CEST as a digital meeting, where you get the opportunity to participate online with your PC, phone, or tablet. Below is a description of how to participate online.

We also point out that you can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.

By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext Securities Oslo) in relation to this General Meeting.

Registration is required for shareholders who want to participate online, and shareholders must be logged in before the general meeting starts. Log ins after meeting has started will receive access, but with no voting rights.

Shareholder who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30)

HOW TO ACCESS THE ONLINE GENERAL MEETING

To be able to participate online, you must go to the following website: https://dnb.lumiagm.com either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.

Enter Meeting ID: 157-040-615 and click Join:

Alternatively put direct link in your browser https://dnb.lumiagm.com/157040615

You must then identify yourself with. a) Ref. number from VPS for the general meeting b) PIN code from VPS for general meeting

Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting. If you for some reason log off, just log in again following the steps above.

HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE

All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.

All VPS directly registered shareholders have access to investor services either via https://www.euronextvps.no or internet bank. Contact your VPS account operator if you do not have access.

Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).

Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their custodian. Please contact your custodian for further information.

HOW TO VOTE

When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.

To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one if desired.

To change your vote, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.

NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.

15:54
@ 33% LIE
Poll Open
Split Voting
medundertegne protokollen /
Election of person to chair the
the chair
2. Valg av møteleder og person til å
meeting and election of a person to
co-sign the minutes together with
Salect a choice to send
For / For
Mot / Against
Avstar / Abstain

QUESTIONS TO THE CHAIRPERSON

Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open.

If you would like to ask a question relating to the items on the agenda, select the messaging icon. Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.

Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.

All shareholders who submit questions will be identified with their full names, but not holding of shares.

Talk to a Data Expert

Have a question? We'll get back to you promptly.