Proxy Solicitation & Information Statement • Apr 14, 2023
Proxy Solicitation & Information Statement
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Asetek A/S Annual General Meeting Tuesday, 9 May 2023 at 09:30 AM CEST
| The undersigned shareholder | |
|---|---|
| Shareholder's name (in capital letters): | |
| Shareholder's address (in capital letters): | |
| hereby | |
| Notify Asetek A/S of my attendance at the above Annual General Meeting. | |
| Notify Asetek A/S of the attendance of my proxy holder at the above Annual General Meeting. | |
| Notify Asetek A/S of the attendance of my advisor/the advisor of my proxy holder at the above Annual General Meeting. | |
| _______________ (Name of advisor/proxy holder – please use capital letters) |
|
| Your Notice of Attendance is to be received by DNB Bank ASA, Registrars Department, Oslo, no later than 4 May 2023, 11:59 PM CEST. The postal address of DNB is: DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway. If delivery by hand, the address is: DNB Bank ASA, Registrars Dept., Dronning Eufemias gate 30, 0191 Oslo, Norway. Alternatively, the proxy can be sent by e-mail to e-mail address: |
Date: ________________2023 Signature: __________________________________________
[email protected] within the aforementioned date and time.
If you wish to give proxy or vote by post, please fill in the form on the next pages and remember to date and sign the form separately.
Please fill in this proxy and postal voting form if you wish to postal vote or to grant a proxy for the purpose of the abovementioned Annual General Meeting of Asetek A/S or any adjournment thereof, for the purposes set forth in the Notice of the Annual General Meeting.
Shareholder's name (in capital letters):
Shareholder's Company Registration Number:
Shareholder's address (in capital letters):
hereby gives proxy or votes by post in accordance with the following (please tick off one of the following options):
| a. | General proxy to the Chairman of the Board of Directors to vote in accordance with the recommendations of the Board of Directors. | |||||
|---|---|---|---|---|---|---|
| b. | General proxy to the following third party: | |||||
| Name (in capital letters): __ |
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| Address (in capital letters): _____ |
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| c. | Instructed proxy to the Chairman of the Board of Directors, or failing him, any individual duly appointed by the Chairman of the Board of Directors, to vote in accordance with the boxes ticked off in the table below. |
d. Postal Vote in accordance with the boxes ticked off in the table below. Please note that postal votes cannot be revoked upon Asetek A/S' receipt hereof.
Please fill out the table below if you wish to give a proxy with instructions to the stated proxy or the Chairman of the Board of Directors, or failing him, any individual duly appointed by the Board of Directors (in accordance with item c. above) or to vote by post (in accordance with item d. above). Please note that it is not possible to vote "AGAINST" regarding election of members of the Board of Directors nor election of auditor, as you cannot vote against candidates.
X Please mark your votes as in this example.
| Item | Resolutions | FOR | AGAINST ABSTAIN | BOARD'S RECOMM ENDATIO N |
|---|---|---|---|---|
| 1 | The report on the Board of Directors on the Company's activities during the past financial year (subject is not for voting) |
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| 2 a) | The Nomination Committee's report on its activities (subject is not for voting) | |||
| 2.b) | Final approval of the remuneration of the Board of Directors for 2022 | FOR |
| 3 | Adoption of the audited annual report | FOR | |
|---|---|---|---|
| 4 | Appropriation of profit or loss as recorded in the adopted annual report | FOR | |
| 5 | Adoption of the remuneration report | FOR | |
| 6 | Election of directors | ||
| a) | Re-election of Mr. Jukka Pertola | FOR | |
| b) | Re-election of Mr. Erik Damsgaard | FOR | |
| c) | Re-election of Ms. Maria Hjorth | FOR | |
| d) | Re-election of Ms. Maja Frølunde Sand-Grimnitz | FOR | |
| e) | Election of Mr. René Svendsen-Tune | FOR | |
| 7 | Election of members to the Nomination Committee | ||
| a) | Re-election of Mr. Ib Sønderby | FOR | |
| b) | Re-election of Mr. Claus Berner Møller | FOR | |
| c) | Election of Mr. René Svendsen-Tune | FOR | |
| 8 | Election of auditor(s) | ||
| Re-election of PWC Statsautoriseret Revisionsaktieselskab | FOR | ||
| 9 | Proposals by the Board of Directors and/or shareholders | ||
| a) | Authorisation to the Board of Directors to allow the Company to repurchase own shares |
FOR | |
| b) | The Board of Directors proposes to update Article 5.5 of the Articles of Associa tion, so the maximum authorisation is increased to 10% of the Company's share capital after the contemplated rights issue. |
FOR | |
| 10 | Authorisation of the chairman of the general meeting | FOR |
If this proxy voting form is only dated and signed, the form will be considered a proxy to the Chairman of the Board of Directors to vote in accordance with the above recommendations of the Board of Directors.
The proxy applies to all items transacted at the general meeting. If new proposals, which are not on the agenda, are put to vote, such as any amendments to proposals or proposals for other candidates for the Board of Directors or auditors, the proxy holder will vote on your behalf according to his/her best belief. By granting a proxy to the Chairman of the Board of Directors to vote in accordance with the recommendations of the Board of Directors or by granting a proxy to the Chairman of the Board of Directors with instructions, the Chairman of the Board of Directors can only vote as recommended or stated in the form above. The proxy will only be used if proposals are put to vote.
A shareholder's right to participate in the general meeting and the number of votes, which the shareholder and the proxy are entitled to cast, is determined in accordance with the number of shares held by such shareholder on 2 May 2023 (the "registration date"). The number of shares held by each shareholder is determined on the basis of (i) the shareholdings registered in the name of the shareholder in the shareholders register at the registration date and (ii) in accordance with any notifications (along with proper documentation) of shareholdings received no later than on the registration date, but not yet registered, by the Company in the shareholders register.
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