AGM Information • Sep 28, 2020
AGM Information
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Due to the current COVID 19 situation, StrongPoint's Board of Directors has decided to call for an Extraordinary General Meeting on a digital platform only, as announced at the Company's website strongpoint.com/investor.
The Board of Directors has decided the following practical arrangements:
The Extraordinary General Meeting (EGM) will be opened by the Chairman of the Board of Directors, Morthen Johannessen, who will chair the meeting. Hilde Gilen will co-sign the minutes. The Board of Directors proposes the following agenda:
Due to the uncertainties related to the COVID-19 virus outbreak, the dividend proposal was at the April Annual General Meeting postponed until further notice. Given the company's performance year to date, expected outlook and solid liquidity position, the Board of Directors now find it correct to propose a dividend payment also for the financial year 2019.
The Board of Directors proposes a dividend of NOK 0.60 per share for the financial year 2019, which represents a total dividend payment of MNOK 26.6. The dividend is payable to the shareholders as of 22 October 2020. Payment of dividends to foreign shareholders will be deducted for any Norwegian withholding tax (up to 25 % of the dividend) in accordance with applicable regulations.
The Board of Directors has over time worked on compensation programs that align key personnel's remuneration and incentives with shareholders interest. Share purchase programs, mandatory use of part of managements cash bonuses to buy shares and Board of Directors partly compensated in shares are all examples of this. In order to also cover the more long term aspects the Board has considered some different alternatives, and have concluded that a share based Long Term Incentive Program (LTIP) for Group Management would be a good instrument also for StrongPoint.
The Board of Directors intends to launch an equity-settled, share-based option plan as part of the total remuneration plan for the Group management team. The option program is designed to align and incentivize management performance with shareholder value creation and to attract and retain high calibre executive management and key personnel. The Board considers this to be an important element in the efforts to reach the communicated 2025 strategic milestones and ambitions. The Participants will be eligible to participate in the company's incentive program called Long Term Incentive Program "LTIP" 2020.
The share options allocated under LTIP 2020 will be allocated to the Participants based on company- and individual goal achievement, and at the Board's discretion. The Board will take into consideration the company's goals and strategies as well as targeted performance for executive management, when granting options.
The option plan is a performance-based remuneration scheme reflecting the underlying longterm value creation of the company. The limits for the allocation of share options to the Participants is determined by the board, within the board mandates approved by the EGM.
The EGM is requested to authorize the Board to settle the options either by issuing new shares or by acquiring own shares in the market. The number of options granted under the LTIP 2020 grant will not exceed 3 % of the total current outstanding shares of the company. The LTIP will continue with yearly allocation of shares, each at 1-3 % of the total outstanding shares of the company. The total number of options shall never exceed 10 % of outstanding shares.
The option scheme will be granted with a strike price equal to the market price at grant. The options will vest over three years, with ¼ vesting after one year, ¼ after two years, and the remaining 2/4 after three years. Any non-exercised options expire five years after grant. The authorization suggested below is, however, limited to one year only.
The Board will decide further terms and conditions. A presentation of the considerations done by the Board of Directors will be distributed before the EGM and will be presented in the meeting. Further details will be presented to relevant parties in LTIP 2020 program.
On this background, it is proposed that the general meeting adopts the following:
The board proposes that the general meeting passes the following resolution:
The Board proposes that the general meeting passes the following resolution:
Shareholders wishing to vote at the extraordinary general meeting are requested to give notice by sending the attached voting form to the company's email address [email protected] by 16:00 CET on 20 October 2020.
In order to register votes, the following alternatives are available:
StrongPoint ASA is a public limited company subject to the rules of the Norwegian Public Limited Companies Act. As of the date of this notice, the company has issued 44 376 040 shares, each of which has one vote. The shares also have the same rights. As of the date of this notice, the company holds 95 717 own shares, for which votes cannot be cast.
This notice, other documents related to the matters that will be addressed at the extraordinary general meeting, including the documents referred to in this notice, proposed resolutions to the items in the suggested agenda, as well as the company's Articles of Association, are available at the company's website: https://www.strongpoint.com/about-strongpoint/investor/reports-financial-data/notice-togeneral-assembly/
Shareholders can contact the company by post, email or telephone to be sent the relevant documents. Address: StrongPoint ASA, Slynga 10, 2005 Rælingen, email: [email protected] or telephone no: +47 03254.
Rælingen, 28 September 2020
For the Board of Directors of StrongPoint ASA
_____________________ Morthen Johannessen Chairman
Overview of appendices etc to the notice which are available at the company's internet site set out above
Appendix 1: Form for voting to the extraordinary general meeting
The extraordinary general meeting 22 October 2020 is held digitally due to the risk of COVID-19 virus infection. If the shareholder would like to send in votes in advance, this form should be sent on email [email protected] no later than 4pm on 20 October 2020.
If the shareholder does not have access to printer and scanner without unnecessary risk of infection of the COVID-19 virus, the shareholder should send an email to [email protected] and the company will send a template where the shareholder can fill in the information directly in the email and return it to [email protected]
The votes shall be cast in accordance with the instructions below. Please note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice.
| Items: | In favour | Against | No vote |
|---|---|---|---|
| 2. Approval of the notice and the agenda for the extraordinary | |||
| general meeting | |||
| 3. Approval of dividend for the 2019 financial year | |||
| 4. Approval of Long Term Investment Program | |||
The name and address of the shareholder:_______________________________________________
_________ _________ _________________________
Date Place Shareholder's signature
If the shareholder is a company, a current certificate of registration must be attached to the form.
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