AGM Information • Apr 3, 2020
AGM Information
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Wednesday 29 April 2020 at 10:00 hours at the company's premises at Strandveien 20, Lysaker, Norway
The annual general meeting will be opened and chaired by the chair of the board of directors, Diderik Schnitler, in accordance with Article 8 of the Articles of association.
The annual report, including the annual accounts and directors' report for Wilh. Wilhelmsen Holding ASA for the financial year 2019, together with the auditor's report, are made available on the company's website wilhelmsen.com.
The board proposes that a dividend of NOK 2.00 per share is distributed, and that the annual general meeting adopts the following resolution:
"A dividend of NOK 2.00 per share is distributed. The dividend accrues to the shareholders as of 29 April 2020."
Expected payment of dividend is 14 May 2020.
Pursuant to Section 6-16a of the Norwegian Public Limited Liability Companies Act, the board shall prepare a statement regarding salaries and other remuneration for leading employees. The statement is included as note 17 of the parent company accounts on pages 114-115 in the 2019 annual report. An advisory vote is to be held at the general meeting concerning the statement.
Pursuant to Section 5-6 (4) of the Norwegian Public Limited Liability Companies Act, the general meeting shall consider the statement on corporate governance submitted in accordance with Section 3-3b of the Norwegian Accounting Act. The statement is included on page 126-131 in the company's annual report for 2019. At the general meeting, the chair of the meeting will describe the main contents of the statement. The statement shall not be subject to a vote at the general meeting.
The board proposes that Pricewaterhouse Coopers AS' fee for audit of Wilh. Wilhelmsen Holding ASA for the financial year 2019 of NOK 545 000 (excluding VAT) is approved.
Reference is made to the proposal from the nomination committee of Wilh. Wilhelmsen Holding ASA to its annual general meeting to be held 29 April 2020, which is available on the company's website wilhelmsen.com.
The nomination committee proposes the following remuneration of the members of the board for the period from the annual general meeting in 2019 until the annual general meeting in 2020:
"The chair of the board: NOK 700 000 The other board members: NOK 425 000*) *) Board member Cathrine Løvenskiold Wilhelmsen resigned from the board on 7 February 2020. The remuneration will be reduced with ¼ to reflect the reduced period served as a board member."
The nomination committee proposes the following remuneration of the members of the nomination committee for the period from the annual general meeting in 2019 until the annual general meeting in 2020:
"The nomination committee chair and members: NOK 30 000"
The board is made up of five to seven members and up to three deputy members. It chooses its own chair.
Board members Diderik Schnitler and Carl Erik Steen are already elected for one more year.
The nomination committee propose that: "Trond Westlie is re-elected as board member and Rebekka Glasser Herlofsen and Ulrika Laurin are elected as new board members, all three for a period of two years."
The nomination committee shall consist of two to four members, including the chair. The nomination committee members, including the chair, are elected by the general meeting for a period of up to two years.
The full nomination committee is up for election.
The nomination committee proposes that:
"Jan Gunnar Hartvig is elected as nomination committee chair and Gunnar Frederik Selvaag is elected as nomination committee member, both for a period of two years."
It is proposed that the board of directors be granted an authorisation to acquire shares in the company with a nominal value of up to NOK 92 807 648, equivalent to 10% of the current share capital. The maximum amount which can be paid for each share is NOK 350 and the minimum is NOK 20. The reason for the proposal is that it enables the adjustment of capital structure and balance to the company's needs, as framework conditions for the industry change.
The board of directors proposes that the general meeting adopts the following resolution:
*****
Pursuant to Article 8 of the Articles of association, it is determined that shareholders who wish to attend the general meeting must give notice by sending the enclosed attendance form (also available on the company's website) to the company's registrar, Nordea Bank Abp, Norwegian branch, as stated in the attendance form. Attendance may also be registered online via the company website wilhelmsen.com or VPS Investor service. The notice of attendance must have been received no later than two working days in advance, i.e. latest 27 April 2020 at 10:00
hours (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 may cast vote in advance or be represented by way of proxy. An advance vote and a proxy form, including detailed instructions for the use of the forms, are enclosed to this notice (also available on the company's website). If desirable, proxy may be given to the chair of the board of directors, Diderik Schnitler, or to group CEO, Thomas Wilhelmsen. A completed form must be sent to the company's registrar, Nordea Bank Abp, Norwegian branch. Notice must have been received no later than two working days in advance, i.e. latest 27 April 2020 at 10:00 hours (CET).
Wilh. Wilhelmsen Holding ASA is a public limited liability company subject to the rules of the Norwegian Public Limited Liability Companies Act. As of the date of this notice, the company has issued 46 403 824 shares, divided into 34 537 092 class A shares and 11 866 732 class B shares. Class A shares have voting rights at the general meeting. The shares have equal rights in all other respects. As of the date of this notice, the company owns 537 092 class A shares and 1 286 732 class B shares, for which votes cannot be cast.
A shareholder has the right to table draft resolutions for items included on the agenda and to require that members of the board of directors and the management in the general meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the directors report, (ii) items which are presented to the shareholders for decision, and (iii) 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.
This notice, the attendance form, form for advance vote, proxy form and other relevant information are available at the company's website wilhelmsen.com. According to the second last paragraph of Article 8 of the Articles of association, is it not necessary to forward to the shareholders documents relating to matters to be deliberated by the General Meeting provided that such documents are available on the website of the company. A shareholder may nevertheless request that documents relating to matters to be deliberated by the General Meeting are forwarded to him or her.
Diderik Schnitler Chair of the board
For further information regarding the annual general meeting, please contact the Legal department ([email protected]) or Investor relation ([email protected]) at Wilh. Wilhelmsen Holding ASA, phone: +47 67 58 40 00.
For information regarding registration, proxies and voting, please see attached forms and contact information for Nordea Bank Abp, Norwegian branch.
To avoid spread of covid-19 shareholders are encouraged to use the opportunity to vote in advance or issue a proxy instead of attending the annual general meeting in person
29 April 2020 at 10:00 hours CET at Strandveien 20, 1366 Lysaker, Norway
In the event the shareholder is a legal entity, it will be represented by: ……….................................................... (To grant proxy, use the proxy form) Name of representative (capital letters)
If you wish to attend the annual general meeting, the complete form must be received by the company's registrar, Nordea Bank Abp, Norwegian branch, Issuer Services, no later than 27 April 2020 at 10:00 hours CET, either:
You may also register by the same deadline on the company website wilhelmsen.com or through VPS Investor Service.
The undersigned will attend the annual general meeting 2020 of Wilh. Wilhelmsen Holding ASA and represent:
| own shares, Class A. | |
|---|---|
| own shares, Class B. | |
| other shares in accordance with enclosed proxy(ies). | |
| A total of | shares. |
Admission cards and voting materials will be distributed at the general meeting.
............................................................... SHAREHOLDER'S NAME (capital letters)
.............................................................. ............................................................... PLACE / DATE SHAREHOLDER'S SIGNATURE
29 April 2020 at 10:00 hours CET at Strandveien 20, 1366 Lysaker, Norway
If you cannot attend the annual general meeting or intend to participate but would like to register your vote in advance, you may cast your vote by using this form.
The completed form must be received by the company's registrar, Nordea Bank Abp, Norwegian branch, Issuer Services, no later than 27 April 2020 at 10:00 hours CET, either:
By postal service: Nordea Bank Abp, Norwegian branch, Issuer Services, P.O. 1166 Sentrum, 0107 Oslo,
Norway, or
By fax: +47 22 48 63 49, or
By e-mail: [email protected]
The votes shall be cast in accordance with the instructions below. Please note that any items below not voted for (not ticked off), will be deemed as an instruction to vote "in favour" of the proposals in the notice.
| No. | Agenda for the annual general meeting 2020 | In favour | Against | Abstention |
|---|---|---|---|---|
| 1 | Adoption of the notice and the agenda | |||
| 2 | Election of person to co-sign the agenda | |||
| 3 | Approval of the annual accounts and directors' report for Wilh. | |||
| Wilhelmsen Holding ASA for the financial year 2019, including | ||||
| payment of dividend | ||||
| 4 | Statement on the remuneration for senior executives | |||
| 5 | Statement on corporate governance | |||
| 6 | Approval of the fee to the company's auditor | |||
| 7 | Remuneration of the members of the board of directors | |||
| 8 | Remuneration of the members of the nomination committee | |||
| 9a | Election of board member Trond Westlie | |||
| 9b | Election of board member Rebekka Glasser Herlofsen | |||
| 9c | Election of board member Ulrika Laurin | |||
| 10a | Election of nomination committee chair Jan Gunnar Hartvig | |||
| 10b | Election of nomination committee member Gunnar Frederik | |||
| Selvaag | ||||
| 11 | Authorisation of the board of directors to acquire shares in the | |||
| company |
…………………………………………………………………………………………………………………………………… SHAREHOLDER'S NAME AND ADDRESS (capital letters)
PLACE / DATE SHAREHOLDER'S SIGNATURE
.............................................................. ...............................................................
If the shareholder is a company, please attach the shareholder's certificate of registration.
29 April 2020 at 10:00 hours CET at Strandveien 20, 1366 Lysaker, Norway
If you wish to give voting instruction to the proxy holder, please use this proxy form. The items in the detailed proxy below refer to items on the agenda of the annual general meeting. A detailed proxy with voting instructions may be granted to a nominated proxy holder. A proxy not naming a specific proxy holder will be deemed given to the chair of the board of directors or any person designated by the chair of the board of directors.
The completed form must be received by the company's registrar, Nordea Bank Abp, Norwegian branch, Issuer Services, no later than 27 April 2020 at 10:00 hours CET, either:
The undersigned shareholder (capital letters), ………………………………………… hereby authorises
proxy to attend and vote for my/our shares at the annual general meeting of Wilh. Wilhelmsen Holding ASA on 29 April 2020 at 10:00 hours.
The votes shall be cast in accordance with the instructions below. Please note that any items below not voted for (not ticked off), will be deemed as an instruction to vote "in favour" of the proposals in the notice. To the extent proposals are put forward by any person or entity other than the board of directors, or in addition to, or instead of, the proposals in the notice, the proxy determines the voting. In case the contents of the voting instructions are ambiguous, the proxy holder will base his/her understanding on a reasonable understanding of the wording of the proxy. Where no such reasonable understanding can be found, the proxy may at his/her discretion refrain from voting.
| No. | Agenda for the annual general meeting 2020 | In favour |
Against | Abstention | At proxy's discretion |
|---|---|---|---|---|---|
| 1 | Adoption of the notice and the agenda | ||||
| 2 | Election of person to co-sign the agenda | ||||
| 3 | Approval of the annual accounts and directors' report for Wilh. Wilhelmsen Holding ASA for the financial year 2019, including payment of dividend |
||||
| 4 | Statement on the remuneration for senior executives | ||||
| 5 | Statement on corporate governance | ||||
| 6 | Approval of the fee to the company's auditor | ||||
| 7 | Remuneration of the members of the board of directors | ||||
| 8 | Remuneration of the members of the nomination committee | ||||
| 9a | Election of board member Trond Westlie | ||||
| 9b | Election of board member Rebekka Glasser Herlofsen | ||||
| 9c | Election of board member Ulrika Laurin | ||||
| 10a | Election of nomination committee chair Jan Gunnar Hartvig | ||||
| 10b | Election of nomination committee member Gunnar Frederik Selvaag |
||||
| 11 | Authorisation of the board of directors to acquire shares in the company |
If the shareholder is a company, please attach the shareholder's certificate of registration to the proxy.
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