AGM Information • May 15, 2020
AGM Information
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The Annual General Meeting in AF Gruppen ASA was held at 10:30 on 15 May 2020. The meeting was conducted digitally with electronic voting.
Registration of those present and of the shares represented was updated prior to the general meeting. A total of 68 shareholders were represented, which together represented 71 955 433 shares corresponding to 68,34 % of the total shares in the company.
In addition, the company's auditor, Rita Granlund and Thomas Whyte Gaardsø from PwC, participated in the meeting.
The following items were discussed:
The Annual General Meeting was opened by the Chairman of the Board, Pål Egil Rønn, who welcomed the shareholders to the meeting. In accordance with Article 6 of the Articles of Association, the Chairman of the Board is also the Chairman of the General Meeting.
Lars Chr. Paulsen was appointed as keeper of the minutes and Morten Grongstad was elected to countersign the minutes together with the Chairman of the Annual General Meeting.
There were no comments to the notice. The notice and agenda were thus legally approved. The Chairman declared the General Meeting duly constituted.
CEO, Morten Grongstad, provided brief information about the company's development since the last Annual General Meeting.
The Chairman gave a brief summary of the Board's work and referred to the Board of Directors' report and committee reports accompanying the notice of the Annual General Meeting.
6. Review of the Board of Directors' statement on the determination of fixed pay and other remuneration to senior employees
The Chairman of the Board presented pay and incentive schemes for senior employees and referred to Enclosure 3 to the notice of the Annual General Meeting.
The Board guidelines were taken into consideration and approved.
The annual accounts and annual report for 2019 for the parent company and the group were approved, and the Board's proposal for a dividend payment of NOK 6.00 per share was adopted. A dividend will not be paid for treasury shares. The dividend will be paid on 27 May 2020.
The General Meeting approved the Board's proposal for compensation to the auditor. The auditor's compensation was thus stipulated according to invoice.
The General Meeting stipulated fees for 2019 for the following:
| Board Chairman | NOK 495,000 |
|---|---|
| Other board members | |
| Shareholder‐elected board members | NOK 295,000 |
| Employee‐elected board members | NOK 250,000 |
| Committee Chairman | |
| Remuneration Committee | NOK 75,000 |
| Audit Committee | NOK 75,000 |
| Committee members | |
| Remuneration Committee | NOK 60,000 |
| Audit Committee | NOK 60,000 |
Chairman of the Nomination Committee, Roar England, presented the committee's work. On recommendation by the committee, all board members were re‐elected. The following Board members were consequently elected by the shareholders:
Rønn, Pål Egil, Board member (re‐election) Bømark, Hege, Board member (re‐election) Holth, Kristian, Board member (re‐election) Lunde, Borghild, Board member (re‐election) Baumann, Arne, Board member (re‐election) Digre, Kjetel, Board member (re‐election) Alvendal, Kristina, Board member (re‐election)
Pål Egil Rønn was re‐elected as Chairman of the Board.
On recommendation by the Nomination Committee, the following were elected to the Nomination Committee:
Engeland, Roar (re‐elected) Holth, Roy (re‐elected) Johnsen, Marianne (re‐elected) Fjeld, Tor Øyvind (new member)
Roar Engeland was re‐elected as Chairman of the committee.
On recommendation by the Board, the General Meeting stipulated the following fees for 2019:
| Chairman of the Nomination Committee | NOK 50,000 |
|---|---|
| Members of the Nomination Committee | NOK 40,000 |
The Board proposed that the Annual General Meeting grants the Board an authority to purchase treasury shares.
The following resolution was adopted:
The Board is authorised to acquire the company's own shares, including the establishment of charges created by agreement. The highest nominal value of the shares the company may acquire is NOK 515,326.39, although at all times within the limitations set in section 9‐2 of the Public Limited Liability Companies Act. The smallest amount that may be paid for a share is NOK 0.05. The highest amount that may be paid for a share is NOK 250.
When buying and selling treasury shares the company should seek to achieve the most favourable price possible. The Board is free with respect of the methods used to acquire and dispose of treasury shares, though always with the provision that the general principle of equal treatment of shareholders must be observed. The Board of Directors may award shares to new employees. For the sale of shares to employees and officers, shares may be sold at a discount of up to 20% under the prevailing market price. Acquisition and disposal of treasury shares may thus occur, for example, with settlement in cash, with settlement by means other than cash or as settlement in connection with a merger or demerger.
The company's share capital is NOK 5,153,263.85 made up of 103,065,277 shares, each with a face value of NOK 0.05. If the share capital or face value of the shares is changed, the amounts specified in the second to fourth sentences shall be changed correspondingly.
This authority to the Board replaces the former authority dated 15 May 2019 and will apply until the date of the Annual General Meeting in 2021, although not later than 30 June 2021.
The Board has proposed that the Annual General Meeting authorises it to issue a limited number of shares for employees so that employees may buy shares in the company.
The following resolution was adopted:
The Board is authorised to increase the share capital by issuing new shares.
The share capital may be increased by a total of up to NOK 50,000 through the issuing of up to 1,000,000 shares, each with a face value of NOK 0.05. The authority can be exercised through one or more issues. The statement of the share capital and number of shares in Article 4 of the Articles of Association shall be changed correspondingly.
The power of attorney may only be used to issue shares in connection with the company's share programme and incentive programme for employees in the Group.
The Board may decide to deviate from the shareholders' pre‐emptive right to subscribe for shares under section 10‐4 of the Public Limited Liability Companies Act.
The authorisation is valid until the date of the Annual General Meeting in 2021, but not later than 30 June 2021.
The Board has proposed that the General Meeting authorises the Board to increase the share capital by up to NOK 154,597.92 (3 percent of the presently registered paid‐in share capital) by issuing new shares. The justification for the proposal is that the authorisation will provide greater flexibility in connection with acquisition of business.
The following resolution was adopted:
The Board is authorised to increase the share capital by issuing new shares. The share capital may be increased by up to NOK 154,597.92. The authority can be exercised through one or more issues.
The statement of the share capital and number of shares in Article 4 of the Articles of Association shall be changed correspondingly.
The Board may decide to deviate from the shareholders' pre‐emptive right to subscribe for shares under section 10‐2 of the Public Limited Liability Companies Act.
The Board may decide that share contributions may be assets other than cash, or the right to involve the company in special obligations pursuant to section 10‐2 of the Public Limited Liability Companies Act. If share contributions are to be settled by assets other than cash, the Board may decide that such assets be transferred to subsidiaries in return for corresponding settlement between the subsidiary and AF Gruppen ASA.
The authorisation also applies in the event of a decision to merge, pursuant to section 13‐5 of the Public Limited Liability Companies Act. The authorisation may also be used in those cases discussed in section 5‐15 of the Stock Exchange Act.
This authority is valid from and including 15 May 2020 until and including the date of the Annual General Meeting in 2021, although not after 30 June 2021.
The Board has proposed that the Annual General Meeting authorise it to pay a dividend twice a year, preferably after the Annual General Meeting and after presentation of the quarterly report for the third quarter.
The following resolution was adopted:
In accordance with section 8‐2 (2) of the Public Limited Liability Companies Act, the Board is granted authorisation to decide on the distribution of dividends for the second half of 2020 based on the company's annual accounts for 2019.
This authorisation is valid until the Annual General Meeting in 2021, but not later than 30 June 2021.
The Board has proposed that the Annual General Meeting revokes the lock‐in period for the shares that employees of the company purchased in connection with the exercising of options in March 2020.
The following resolution was adopted:
The one‐year lock‐in period relating to the employees' purchase of shares in connection with the exercising of options in 2020 is hereby revoked from and including today's date.
The Board has proposed that a new option program is implemented for all employees of the company.
The following resolution was adopted:
An option scheme shall be established for all employees of AF Gruppen ASA. The maximum number of options that can be granted is 4,000,000. Each option entitles the holder to acquire a share in AF Gruppen ASA.
The option programme entails an annual allotment of options for 2020, 2021 and 2022, with the allotting starting in 2020. The Board is authorised to distribute the options between the different employee groups.
The employee must pay NOK 1 per option to acquire options. The exercise price is determined as the share's market value.
Options shall be exercised in the course of the first quarter of 2023 as decided by the Board. It is a condition of exercising options that the holder is still employed by the group on 1 March 2023. Shares that are bought through exercising of options will have a one year lock‐up period.
The Board is given authority to prepare the detailed guidelines for the scheme within the framework that has been given.
The General Meeting will ensure that the Board has the necessary authority at all times to issue new shares and/or acquire treasury shares, so that the company's obligations to the employees in accordance with the option scheme can be fulfilled.
There were no more items for discussion and there were no more comments to the General Meeting. At 11:50, the Chairman of the General Meeting declared the meeting closed.
__________________________ ___________________________
Oslo, 15 May 2020
Pål Egil Rønn Morten Grongstad
(sign.) (sign.)
| Attendance Summary Report | 10:30:00 | |
|---|---|---|
| Registered Attendees: | 39 | |
| Total Votes Represented: | 71 955 433 | |
| Total Accounts Represented: | 68 | |
| Total Voting Capital: | 105 283 271 | |
| % Total Voting Capital Represented: | 68,34 % |
| Sub Total: | 39 | 0 | 71 955 433 | ||
|---|---|---|---|---|---|
| Capacity | Registered Attendees | Registered Non‐Voting Attendees | Registered Votes | Accounts | |
| Shareholder (web) | 38 | 0 | 20 417 896 | 38 | |
| STYRETS LEDER | 1 | 0 | 51 537 537 | 30 |
Freddy Hermansen DNB Bank ASA Verdipapirservice
The Chairman AF Gruppen
15 May 2020
Dear Sir,
As scrutineer appointed for the purpose of the Poll taken at the Annual General Meeting of the Members of the Company held on 15 May 2020 I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
| Issued share capital: | 105 283 271 | |
|---|---|---|
| VOTES | % | VOTES | % | VOTES | % of ISC | VOTES | |
|---|---|---|---|---|---|---|---|
| FOR / FOR | MOT / | TOTAL | VOTED | AVSTÅR / | |||
| 2 | 71 493 765 | 100,00 | 0 | 0,00 | 71 493 765 | 67,91 % | 0 |
| 3 | 69 910 876 | 100,00 | 0 | 0,00 | 69 910 876 | 66,40 % | 0 |
| 7 | 71 756 858 | 100,00 | 0 | 0,00 | 71 756 858 | 68,16 % | 4 |
| 8 | 71 516 306 | 100,00 | 0 | 0,00 | 71 516 306 | 67,93 % | 0 |
| 9 | 70 079 529 | 100,00 | 0 | 0,00 | 70 079 529 | 66,56 % | 33 396 |
| 10.1 | 71 802 632 | 100,00 | 155 | 0,00 | 71 802 787 | 68,20 % | 37 947 |
| 10.2 | 71 573 929 | 100,00 | 0 | 0,00 | 71 573 929 | 67,98 % | 37 947 |
| 10.3 | 71 543 791 | 100,00 | 0 | 0,00 | 71 543 791 | 67,95 % | 68 085 |
| 10.4 | 71 611 243 | 100,00 | 633 | 0,00 | 71 611 876 | 68,02 % | 0 |
| 10.5 | 71 462 672 | 100,00 | 0 | 0,00 | 71 462 672 | 67,88 % | 149 204 |
| 10.6 | 71 573 929 | 100,00 | 0 | 0,00 | 71 573 929 | 67,98 % | 37 947 |
| 10.7 | 71 543 791 | 100,00 | 0 | 0,00 | 71 543 791 | 67,95 % | 68 085 |
| 11.1 | 71 108 588 | 100,00 | 0 | 0,00 | 71 108 588 | 67,54 % | 43 807 |
| 11.2 | 70 879 097 | 100,00 | 633 | 0,00 | 70 879 730 | 67,32 % | 43 807 |
| 11.3 | 70 879 097 | 100,00 | 633 | 0,00 | 70 879 730 | 67,32 % | 43 807 |
| 11.4 | 70 879 097 | 100,00 | 633 | 0,00 | 70 879 730 | 67,32 % | 43 807 |
| 12 | 71 138 575 | 100,00 | 0 | 0,00 | 71 138 575 | 67,57 % | 0 |
| 13 | 71 353 226 | 100,00 | 0 | 0,00 | 71 353 226 | 67,77 % | 0 |
| 14 | 71 360 758 | 100,00 | 0 | 0,00 | 71 360 758 | 67,78 % | 0 |
| 15 | 71 432 512 | 100,00 | 0 | 0,00 | 71 432 512 | 67,85 % | 0 |
| 16 | 71 394 842 | 100,00 | 0 | 0,00 | 71 394 842 | 67,81 % | 0 |
| 17 | 69 783 713 | 97,93 | 1 475 965 | 2,07 | 71 259 678 | 67,68 % | 165 302 |
| 18 | 69 939 983 | 97,98 | 1 443 202 | 2,02 | 71 383 185 | 67,80 % | 18 432 |
Yours faithfully,
Freddy Hermansen DNB Bank ASA Security Services
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