Annual General Meeting
- April 2020
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Agenda
- 1. Opening of the annual general meeting, approval of notice and agenda
- 2. Election of a person to chair the annual general meeting and a person to cosign the minutes
- 3. Approval of the annual accounts and the board of director's report for the financial year 2020 for Norske Skog ASA and the group, including allocation of the result for the year, and consideration of the statement on corporate governance
- 4. Approval of the board of directors' guidelines for determination of salary and other remuneration to leading personnel
www.norskeskog.com
- 5. Election of board members and remuneration to governing bodies
- 6. Approval of the auditor's remuneration
- 7. Proposal of board authorisation to acquire own shares
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8. Proposal of board authorisation for share capital increases
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Approval of the annual accounts and the board of director's report for the financial year 2020 for Norske Skog ASA and the group, including allocation of the result for the year, and consideration of the statement on corporate governance
Our mission: We create green value
- in line with shareholder and stakeholder expectations
Norske Skog at a glance
Introduction to Norske Skog Geographic presence
- Norske Skog is a major producer of newsprint and magazine paper with ~2.2m tonnes of production capacity
- ~70 years of experience and competence development within the pulp and paper industry
- Approximately 2,300 employees
- Operates six paper production mills
- Four in Europe (~1.8m tonnes capacity, 80% of total) and
- Two in Australasia (~0.4m tonnes capacity, 20% of total)
- Third largest producer of publication paper in Europe and sole domestic producer in Australasia
- HQ in Oslo (Norway) and listed on the Oslo Stock Exchange
Norske Skog ASA in 2020:
Health & Safety, and Environment
- Strong performance, high ESG ambitions
Corporate strategy
Illustrative over-the-cycle EBITDA
Diversify and innovate within fibre and energy
Become a leading producer of renewable packaging
Improve and optimise publication paper cash flows
- Approval of the annual accounts and the board of director's report for the financial year 2020 for Norske Skog ASA and the group, including allocation of the result for the year, and consideration of the statement on corporate governance
The board of directors proposes that the general meeting resolves as follows (3):
The general meeting approved the annual financial statements and the board of directors' report for Norske Skog ASA and the group for 2020.
(The BoD statement is not subject to a cast of vote.)
- Approval of the board of directors' guidelines for determination of salary and other remuneration to leading personnel
The board of directors proposes that the general meeting resolves as follows (4):
The general meeting approved the guidelines for determination of salary and other remuneration of leading personnel in Norske Skog ASA, as proposed by the board of directors.
- Election of board members and remuneration to governing bodies
The board of directors proposes that the general meeting resolves as follows (5.1):
In accordance with the proposal of the nomination committee, the general meeting elected the following board members, who are all elected for the period up until the annual general meeting in 2023:
• John Chiang (chair of the board)
- Arvid Grundekjøn (board member)
- Trine-Marie Hagen (board member)
- Paul Kristiansen (observer)
- Svein Erik Veie (observer)
The board of directors proposes that the general meeting resolves as follows (5.2):
The general meeting approved the nomination committee's proposal for remuneration to the members of the nomination committee for the period up until the next annual general meeting.
- NOK 0 per year for the chair of the committee
- NOK 30,000 per year for the other members
- coverage of travel and dietary expenses in connection with committee meetings in accordance with the Norwegian government's travel allowance scale
The board of directors proposes that the general meeting resolves as follows (5.3):
The general meeting approved the nomination committee's proposal for remuneration to the members of the board of directors for the period up until the next annual general meeting
- NOK 0 per year for the chair of the board of directors
- NOK 300,000 per year for the other members of the board of directors (but not observers)
- Coverage of travel and dietary expenses in connection with committee meetings in accordance with the Norwegian government's travel allowance scale
The board of directors proposes that the general meeting resolves as follows (5.4):
The general meeting approved the nomination committee's proposal for remuneration to the members of the audit committee for the period up until the next annual general meeting
- NOK 130,000 per year for the chair of the committee
- NOK 50,000 per year for the other members (except the committee member John Chiang, who shall not receive remuneration)
- Coverage of travel and dietary expenses in connection with committee meetings in accordance with the Norwegian government's travel allowance scale
The board of directors proposes that the general meeting resolves as follows (5.5):
The general meeting approved the nomination committee's proposal for remuneration to the members of the remuneration committee for the period up until the next annual general meeting
The board of directors proposes that the general meeting resolves as follows (7):
The general meeting approved the remuneration to BDO AS as company's auditor of NOK 1,430,000 for the financial year 2020.
7. Proposal of board authorisation to acquire own shares
The board of directors proposes that the general meeting resolves as follows (7):
- 1. In accordance with section 9-4 of the Norwegian Public Limited Liability Companies Act, the board of directors is authorised to, on behalf of the company, acquire own shares with a total nominal value of up to NOK 37 705 882, which is equivalent to 10% of the existing share capital.
- 2. The maximum amount which can be paid for each share is NOK 100 and the minimum is NOK 1.
- 3. Acquisition and sale of own shares may be carried out in the manner the board of directors finds appropriate, however, not by subscription of own shares.
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4. The authorisation is valid up until the company's annual general meeting in 2022, but not later than 30 June 2022.
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Proposal of board authorisation for share capital increases
The board of directors proposes that the general meeting resolves as follows (9):
- 1. In accordance with section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is authorised to increase the company's share capital with up to NOK 37,705,882, which is equivalent to 10% of the existing share capital. Within this maximum amount, the authorisation may be used once or several times.
- 2. The authorisation may be used for general corporate purposes, including, but not limited to, financing of the company's strategic plans and in connection with acquisitions of companies or other businesses.
- 3. The authorisation is valid up until the company's annual general meeting in 2022, but not later than 30 June 2022.
- 4. The preferential rights of the existing shareholders to subscribe for new shares pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act may be deviated from, in accordance with section 10-5.
- 5. The authorisation comprises share capital increases against contribution in kind and the right to undertake special obligations on the part of the company pursuant to section 10-2 of the Norwegian Public Limited Liability Companies Act.
- 6. The authorisation comprises share capital increases in connection with mergers pursuant to section 13-5 of the Norwegian Public Limited Liability Companies Act.