Pre-Annual General Meeting Information • Jan 28, 2022
Pre-Annual General Meeting Information
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To the shareholders of Axactor SE
Axactor SE welcomes you to an extraordinary general meeting in Oslo Monday 21 February 2022 at 09.00 CET. To limit the infection risk because of the Covid 19 situation we are facing, Axactor SE encourage you as shareholder to use the proxy forms and possibility to vote prior to the extraordinary general meeting rather than attending in person. The forms are attached to this notice as appendix 1 and are available at our website www.axactor.com. For those of you who prefer to meet physically, we will carry out the agenda in a time-effective manner, limit the beverages and ensure that you will be placed with sufficient space. If you have any question on how to attend, please contact Vibeke Ly at +47 911 79 195 or [email protected].
1. Opening of the general meeting and registration of participating and represented shareholders (no voting)
The chair of the board will open the general meeting of Axactor SE and register participating and represented shareholders.
2. Election of person to chair the meeting and election of a person to co-sign the minutes together with the chair
The Board proposes that the general meeting elects Kjetil Hardeng, from the law firm Haavind, to chair the meeting. The Board proposes that the extraordinary general meeting elects one of the shareholders to cosign the minutes.
The board proposes that the general meeting passes the following resolution:
"The general meeting elected Kjetil Hardeng to chair the general meeting of the Company. The general meeting elected Vibeke Ly to co-sign the minutes together with the chair."
The board proposes that the extraordinary general meeting passes the following resolution:
"The general meeting approved the notice and the agenda."
The Nomination Committee has proposed to elect Kristian Melhuus as a new member to and chairman of the Board of Directors from this extraordinary general meeting until the annual general meeting in 2023.
The Nomination Committee's assessment and recommendation is enclosed to this notice as Appendix 3.
The Nomination Committee recommends that the extraordinary general meeting passes the following resolution:
"Kristian Melhuus is elected as Chairman of the Board of Directors from this extraordinary general meeting until the annual general meeting in 2023. The board of directors shall have the following composition:
Oslo, 28 January 2022
The Board of Directors in Axactor SE
Verified by: Verified by:
Verified by: Verified by:
Terje Mjøs Brita Eilertsen
Lars Erich Nilsen Hans Harén
Merete Haugli Kathrine Astrup Fredriksen Chair of the Board Director of the Board
Director of the Board Director of the Board
Verified by: Verified by: --------------------------------------------------------- ---------------------------------------------------------
Director of the Board Director of the Board
The appendices are available at the company website www.axactor.com.
Appendix 2
Axactor SE is a European company subject to the rules of the Norwegian Act on European Companies and the Public Limited Companies Act.
The company's share capital is as of the date of this notice EUR 158.149.941,92, divided into 302.145.464 shares, each with a nominal value of EUR 0.523423187712375. Each share represents one vote at the general meeting. As of the date of this notice, the company does not own any own shares.
Pursuant to Article 6 of the Articles of association, it is determined that shareholders who wish to attend the extraordinary general meeting must give notice by sending the enclosed attendance form (also available on the company's website) to the company's registrar, DNB Bank ASA, Verdipapirservice, as stated in the attendance form. Attendance may also be registered online via the company website www.axactor.com. The notice of attendance must have been received no later than 3 working days in advance, i.e. latest 18 February 2022 at 12:00 (CET). Shareholders who do not give such notice of attendance or who do not meet the deadline stated above, may be refused access to the general meeting and if so, will not be able to vote for their shares.
Shareholders whose shares are nominee-registered must, in order to have the right to attend the extraordinary general meeting, instruct the nominee to register the shares in the shareholder's own name, in order to be registered in the share register kept by VPS, no later than 18 February 2022 at 12:00 CET. Such registration may be temporary.
Shareholders who are prevented from attending the general meeting may cast vote in advance or be represented by way of proxy. Advance vote and proxy forms, including detailed instructions for the use of the forms, are enclosed to this notice (also available on the company's website).
The deadline for prior voting is 18 February 2022 at 12:00 CET. Until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered withdrawn in the event a shareholder attends the general meeting in person or by proxy.
If desirable, proxy may be given to the chair of the board, Merete Haugli. A completed form must be sent to the company's registrar, DnB Bank ASA, Verdipapirservice. Notice must have been received no later than 3 working days in advance, i.e. latest 18 February 2022 at 12:00 CET.
A shareholder has the right to table draft resolutions for items included on the agenda and to require that members of the Board and the CEO in the general meeting provide available information about matters which may affect the assessment of (i) 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.
Appendix 3
The Nomination Committee of Axactor SE (the "Company" or "Axactor") was elected at the annual general meeting (AGM) held on 1 April 2020 and comprises Anne Lise E. Gryte (chair) and Magnus Tvenge (member).
The committee has organised its work in accordance with the current instructions to the Nomination Committee from the General Meeting. The instructions are available on the Company's website (www.axactor.com). Information on how the shareholders may contact the Nomination Committee have also been published on the Company's webiste.
Following the resignation by the Glen Ole Rødland as chairman of the board of directors on 31 May 2021, board member Merete Haugli was elected by the board to act as interim chair while the Nomination Committee and the majority shareholder have been searching for a more permanent solution.
The Company's majority shareholder, Geveran Trading Co Limited, has proposed that an extraordinary general meeting is held to elect Kristian Melhuus as chairman to the board of directors. Melhuus has the combination of competence within finance and strategy and knowledge of Axactor that is needed to lead the Company in its next phase.
The interim chair of the Axactor board and other board members, as well as representatives from management, have emphasized Melhuus' competence and contribution in the board discussions to the Nomination Committee.
Kristian Melhuus is currently a deputy member to board member Kathrine Fredriksen and has for the past years acted as a consultant for the Axactor board in matters relating to finance, M&A and strategy. Melhuus now holds the position as investment director and partner of Sandwater, a venture investment company. Prior to that he held the position as director of Seatankers Management Norway AS. He has an MSc in Industrial Economics and technology Management from the Norwegian University of Science and Technology (NTNU), and has also studied Finance, Derivatives and Econometrics at the University of Karlsruhe. Other positions include Investment Director in HitecVision, CFO/COO of Liquid Barcodes and analyst at ABG Sundal Collier.
Kristian Melhuus is a board member of Mowi ASA, in which Geveran Trading Co. Ltd. owns approximately 12.12% of the shares. Other than that, he has no positions or relations with Geveran Trading Co. Ltd.
The Nomination Committee has evaluated Melhuus' integrity, experience, skills, independency and abilities, and the Nomination Committee considers that he is committed to act as chair in the best interest of the company and its shareholders.
Based on this, the Nomination Committee proposes to the Company's general meeting that Kristian Melhuus is elected as chair of the board of directors, effective immidiately following the extraordinary general meeting. The Nomination Committee further proposes that Melhuus is elected for a term of approximately one year, until the AGM in 2023.
Merete Haugli will continue in the board as ordinary board member. The Nomination Committee would like to thank Merete Haugli for taking the position as interim chair of the Axactor board, and her work and efforts as interim chair.
If the extraordinary general meeting votes in accordance with the Nomination Committee's proposal, the board will then consist of the following:
If elected, the board will meet the recommendations in the Norwegian Corporate Governance Code with respect to independence from the Company's major shareholders, management and business relations.
Oslo, 28 January 2022
(sign) (sign) Anne Lise E. Gryte Magnus Tvenge Chair
Meeting in Axactor SE will be held on 21 February 2022 at 09:00 a.m. Address: Drammensveien 167, Oslo, Norway
The company accepts votes in advance for this meeting. Registration deadline for advance votes: 18 February 2022 at 12:00 a.m. Advance votes may only be executed electronically, through the company's website www.axactor.se (use ref and pin code above) or through VPS Investor Services. In Investor Services chose Corporate Actions and General Meeting.
The Undersigned will attend the Extraordinary General Meeting on the 21 February 2022 at 09:00 and cast votes for:
__________________ own shares.
Notice of attendance should be registered through the company's website www.axactor.com or through VPS Investor Services. For notification of attendance through the company's website, the above-mentioned reference number and pin code must be stated. In VPS Investor Services chose Corporate Actions and General Meeting.
If you are not able to register this electronically, you may send by e-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The notice of attendance must be received no later than 18 February 2022 at 12:00 a.m.
If the shareholder is a company, please state the name of the individual who will be representing the company: ______________________________
| Place | Date | Shareholder's signature | ||||||
|---|---|---|---|---|---|---|---|---|
| Proxy without voting instructions for Extraordinary General Meeting of Axactor SE. If you are unable to attend the meeting, you may grant proxy to another individual. |
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| Ref no: | PIN code: | |||||||
| Proxy should be registered through the company's website www.axactor.com or through VPS Investor Services. For granting proxy through the company's website, the above mentioned reference number and pin code must be stated. In VPS Investor Services chose Corporate Actions and General Meeting. |
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| If you are not able to register this electronically, you may send by E-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. |
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| If you send the proxy without naming the proxy holder, the proxy will be given to the Chair of the Board of Directors or an individual authorised by him or her. |
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| This proxy must be received no later than 18 February 2022 at 12:00 a.m. | ||||||||
| The undersigned: ________ hereby grants (tick one of the two) |
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| | the Chair of the Board of Directors (or a person authorised by him or her), or | |||||||
| | _________ (Name of proxy holder in capital letters) |
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| proxy to attend and vote for my/our shares at the Extraordinary General Meeting of Axactor SE on 21 February 2022. | ||||||||
With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
If you are unable to attend the meeting in person, you may use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her. (Alternatively, you may vote electronically in advance, see separate section above.) Instruction to other than Chair of the Board should be agreed directly with the proxy holder.
Proxies with voting instructions can only be registered by DNB, and must be sent to [email protected] (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 18 February 2022 at 12:00 a.m.
hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Extraordinary General Meeting of Axactor SE on 21 February 2022.
The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.
| Agenda for the Extraordinary General Meeting 2022 | Against | Abstention | ||
|---|---|---|---|---|
| 2. | Election of person to chair the meeting and election of a person to co-sign the minutes together with the chair |
| | |
| 3. | Approval of the notice and the agenda | | | |
| 4. | Election of Kristian Melhuus as new member to and Chairman of the board of directors | | | |
Place Date Shareholder's signature (Only for granting proxy with voting instructions)
With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
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