Pre-Annual General Meeting Information • Jun 3, 2022
Pre-Annual General Meeting Information
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Amsterdam – 3 June 2022
We are pleased to invite you to the Annual General Meeting ("AGM") of MPC Energy Solutions N.V. (the "Company") which will be held virtually on
Thursday, 23 June 2022, at 10:00 a.m. CEST.
Considering the still ongoing developments surrounding COVID-19 in the Netherlands and the Emergency Act regarding, amongst other matters, AGMs, the Company's Management Board has decided to once again hold this year's AGM virtually.
This invitation sets forth the agenda (see Annex 1) and procedural matters of the AGM, as well as the registration and voting process.
Shareholders can join the virtual meeting by using the link provided under https://www.mpcenergysolutions.com/investors/annual-general-meeting on the day of the AGM and by following the on-screen instructions. The virtual meeting room will open on 23 June 2022 at 9:45 a.m. CEST.
Only holders of shares registered in the share register as of 25 May 2022 ("Record Date") are entitled to follow the AGM, ask questions in advance and during the meeting, and/or vote, provided such shareholder complied with the requirements described in this invitation.
Each ordinary share outstanding on the Record Date is entitled to one (1) vote. As of the date of this invitation, the Company has issued 22,250,000 ordinary shares. No voting rights may be exercised for shares held by the Company or a subsidiary of the Company.
Only shareholders holding shares of the Company at the Record Date and having filled in and submitted the Proxy Form (see Annex 3) with voting instructions on time are entitled to exercise their voting rights by proxy prior to the AGM. The Proxy Form must be submitted to DNB Bank ASA by Tuesday, 21 June 2022, 10:00 a.m. CEST. Please follow the detailed instructions on the Proxy Form.
The submission of the Proxy Form to exercise the voting rights has no influence on the ability to trade the shares of MPC Energy Solutions.
The content of all resolutions requiring the vote from shareholders are described in Annex 2 and outlined in the Proxy Form. Casted votes cannot be changed once the Proxy Form has been submitted. The voting results will be presented during the AGM and will also be published online on https://www.mpc-energysolutions.com/investors/annualgeneral-meeting after the AGM.
In accordance with Dutch Law, all registered shareholders may submit questions up to 72 hours before the AGM. MPC Energy Solutions welcomes these questions, and we will post answers to all submitted questions (or clusters of topically related questions) on its website prior to the AGM.
Please submit your questions latest by 20 June 2022, 10:00 a.m. CEST by e-mail to [email protected].
In addition,shareholders participating in the AGM will be able to ask a limited number of questions during the meeting. Instructions on how to submit questions during the AGM will be given during the opening address of the Chairman of the Supervisory Board at the beginning of the AGM.
Sincerely,
Martin Vogt Stefan H.A. Meichsner Chief Executive Officer Chief Financial Officer
on 23 June 2022, 10:00 a.m. CEST
(1) Adoption of the Financial Statements for 2021
The Chairman proposes that the annual report and the consolidated financial statements 2021 be approved.
The annual report and financial statements for the financial year 2021 were published on 20 April 2022. The Company listed its shares on the Oslo Stock Exchange on 22 January 2021 and generated no revenues in the financial year 2021, given that it had no operational assets in financial year 2021. The net loss for the year was USD 2.7 million. The total assets of the Company amounted to USD 86.1 million.
The auditor (Ernst & Young Nederland LLP) has issued an unqualified opinion for the annual report and the financial statements 2021.
The annual report and the financial statements are available on the Company's website: https://www.mpc-energysolutions.com/investors/reports-presentations
(2) Discharge of the Management Board for the financial year 2021
The Chairman proposes that discharge of liability be granted to the Management Board members for the financial year 2021.
Mr. Martin Vogt, Chief Executive Officer of the Company, and Stefan H.A. Meichsner, Chief Financial Officer of the Company, were the only members of the Management Board during the financial year 2021.
(3) Discharge of the Supervisory Board for the financial year 2021
The Chairman proposes that discharge of liability be granted to the Supervisory Board members for the financial year 2021.
Mr. Ulf Holländer, Dr. Ignace van Meenen, Mr. Kjell Roland, Mrs. Kathryn Baker and Mrs. Ellen Hanetho were the only members of the Supervisory Board during the financial year 2021.
(4) Appointment of Auditor for the financial year 2022
The Chairman proposes to re-elect Ernst & Young Nederland LLP, Zwolle, for a one-year term as auditors.
Ernst & Young Nederland LLP ("E&Y") was the auditor of the Company for the financial years 2020 and 2021 and is familiar with the Company's setup, structures, financial history, and plans. The Company and E&Y have agreed on a competitive fee structure for auditing the Company's annual report and consolidated financial statements for the financial year 2022.
2
As you are not recorded in the Company Register of Members, issuing of a proxy will have to be executed via DNB Bank ASA.
The undersigned shareholder of MPC Energy Solutions N.V., holder of
(please insert the number of shares you own) ordinary shares, hereby authorizes and instructs DNB Bank ASA to vote as directed below.
Please mark your votes as in this example.
| RESOLUTIONS | FOR | AGAINST | ABSTAIN |
|---|---|---|---|
| 1. Adoption of the Financial Statements for 2021 | |||
| 2. Discharge of the Management Board for the financial year 2021 | |||
| 3. Discharge of the Supervisory Board for the financial year 2021 | |||
| 4. Appointment of Auditor for the financial year 2022 |
Date:
Signature(s):
Note: Please sign exactly as name appears below; joint owners should each sign. When signing as attorney, executor, administrator, or guardian, please give your full title as such.
Name of shareholder(s) in block letters:
Please return your completed and signed Proxy Form, to be received by DNB Bank ASA on or prior to Tuesday, 21 June 2022, 10:00 a.m. CEST, either by way of e-mail to e-mail address [email protected], or by ordinary mail to DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
Koningin Wilhelminaplein 1 NL-1062 HG Amsterdam Trade Register Number: 78205123 [email protected]
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