AGM Information • Apr 1, 2020
AGM Information
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The current situation with the COVID-19-virus requires that we make some changes to the planned and normal format of our Annual General Meeting (AGM). The Board of Directors would like to conduct the 2020 Annual General Meeting in a way that both safeguards the rights of the shareholders and same time protects shareholders and employees from unnecessary COVID-19-risks. The Norwegian Government approved March 28, 2020 new alternative regulations for the practical organisation of the annual meeting, and StrongPoint has decided to make use of these alternatives for the upcoming AGM on April 29th .
The Board of Directors has decided that the Annual General Meeting for StrongPoint ASA will only be held on a digital platform (webcast). Votes, or a proxy, needs to be submitted to the company in advance to be registered, and you will find all relevant information and guidelines in the enclosed material.
The Board appreciate the shareholders for their understanding and emphasize the importance of every shareholder to follow the outlined guidelines to ensure that the meeting is held according to existing rules and regulations.
Please do not hesitate to contact StrongPoint's CFO, Hilde Gilen ([email protected] phone +47 920 60 158) if you have any questions or would like some additional guidelines.
On behalf of StrongPoint's Board of Directors
Morthen Johannessen Chairman of the Board
In view of the effects of the spread of the COVID-19 virus, and the recommendations and decisions given by the Norwegian Government 28.03.20201 , StrongPoint's Board of Directors has decided to only arrange the Annual General Meeting for 2020 on a digital platform announced at the Company's website www.strongpoint.com/investor.
The meeting will be held at 09.00 hrs CET on 29 April 2020
The Board of Directors has decided the following:
The General Meeting 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:
The annual accounts, the annual report and the auditor's report for the 2019 financial year are available on the company's website.
The nomination committee proposes that the fees for the period from the ordinary General Meeting 2019 to the ordinary General Meeting 2020 are approved.
Remuneration to the Directors during the period from the ordinary General Meeting 2020 to the ordinary General Meeting 2021 are proposed unchanged.
| • Chairman: | NOK 540 000 |
|---|---|
| • Director: | NOK 270 000 |
Remuneration for committee work is proposed unchanged with NOK 12 000 per meeting for the Chairman and NOK 6 000 for the other committee members.
The recommendations from the nomination committee are available on the company's website.
The Board of Directors proposes that the General Meeting approves the auditor's fee for the 2019 financial year. The fee for auditing and related services amounts to NOK 530 000.
1The Norwegian Government approved new guidelines to prohibit spread of the Corona Virus, and approved to conduct the General Meeting digitally. https://www.regjeringen.no/no/tema/koronavirus/forskrifter-med-hjemmel-ikoronaloven/id2695150/?expand=factbox2695530
Pursuant to section 6-16a of the Public Limited Liabilities Companies Act, the Board of Directors has prepared a declaration of the specification of salaries and other remuneration to leading personnel. An advisory vote will be held at the General Meeting regarding this declaration. The declaration is enclosed in note 9 in the annual accounts and are available on the company's website.
The Board currently consists of Morthen Johannessen (Chairman), Klaus de Vibe, Camilla Tepfers, Inger Johanne Solhaug and Peter Wirén. Inger Johanne Solhaug has informed the nomination committee that she is no longer candidate for re-election due to capacity restraints.
The Nomination Committee has done a thorough evaluation process of possible new candidates and has concluded to propose Ingeborg Molden Hegstad as a new member of the Board. More information from the Nomination Committee's and a summary of Molden Hegstad's CV is available on the company's website.
The Nomination Committee's proposal is that the following members are elected at the ordinary General Meeting:
The Nomination Committee's full recommendation is available on the company's website.
The Nomination Committee's recommendation of remuneration for work of the Nomination Committee during the period from the ordinary General Meeting 2019 to the ordinary General Meeting 2020 is in accordance with previous suggestions.
Remuneration of committee members during the period ordinary General Meeting 2020 to ordinary General Meeting 2021 is proposed unchanged with NOK 12 000 per meeting for the Chairman and NOK 6 000 for the other committee members.
The Nomination Committee's full recommendations are available on the company's website.
The members of the nomination committee were elected for a two-year period in 2018 and are therefore up for election in 2020. The composition of the committee is deemed to have the necessary independence of the Board and management as well as the expertise of the company and shareholders' interests are taken care of.
The nomination committee unanimously recommends the election of the following candidates:
| • Svein S. Jacobsen | Chairman, re-election |
|---|---|
| • Oscar Bakkevig | (Holmen Fondsforvaltning AS), new |
| • Inger Johanne Solhaug | (Board Member until 2020), new |
The recommendations from the nomination committee are available on the company's website.
The Board of Directors proposes that pursuant to section 10-14 of the Public Limited Liability Companies Act, the General Meeting grants the Board of Directors authorisation to increase the company's share capital by up to NOK 5 580 000, which constitutes 9 000 000 shares.
The objective of the authorisation is to give the Board of Directors the possibility to issue shares that can be used in connection with future private placements, acquisitions of companies within the same industry, potential strategic acquisitions and /or mergers. It is desirable that in such situations the Board of Directors has the opportunity to act quickly if this is considered to be in the joint interests of the company and the shareholders. It follows from the purpose of the authorisation that the shareholders' preferential rights can be disregarded, cf. section 10-4 of the Public Limited Liability Companies Act. The authority shall apply until the next ordinary General Meeting, however not after 30 June 2021, and replaces the authorisation that was granted at the ordinary General Meeting on 26 April 2019.
The Board of Directors proposes that the General Meeting pass the following resolutions:
The Board of Directors proposes that, pursuant to section 9-4 of the Public Limited Liability Companies Act, the General Meeting grants the Board of Directors authorisation to acquire own shares with a total nominal value of up to NOK 2 728 000, which constitute 4 400 000 shares and represent just under 10 % of the company's share capital. The objective of the authorisation is to enable the Board of Directors to ensure an optimal capital structure at all times and that the company shall be able to have holdings of own shares which the Board can use as consideration in connection with potential acquisitions and for management and employee incentive programme. The authorisation shall apply until the next ordinary General Meeting, however not after 30 June 2021, and shall replace the authorisation granted at the General Meeting on 26 April 2019.
The Board of Directors proposes that the General Meeting passes the following resolutions:
v. The authorisation to purchase shares with a total nominal value of NOK 2 728 000 granted at the ordinary General Meeting on 26 April 2019 does not apply from the date this authorisation is registered.
The Board of Directors has decided to propose that the General Meeting resolves the following amendments to the Company's Articles of Association:
The shares in the company are freely transferable. The shares must be registered in a public share register.
From:The Board shall consist of 3 to 12 members, according to the decision by the General Meeting.
From:
The Annual General Meetings shall consider and decide:
Approval of the annual accounts, including the payment of dividends;
other matters which by law or the Articles of Association is to be decided by the General Meeting.
Documents relating to matters to be considered at the general meeting, including documents which by law should be included in or attached to the notice need not be sent to shareholders if the documents are available on the company website. A shareholder can request to receive documents by mail concerning matters to be discussed at the General Meeting.
To:
The Annual General Meeting shall be held each year before the end of May. Shareholders who wish to attend the General Meeting shall notify the company within a time limit specified in the notice of the General Meeting, which cannot expire earlier than five days before the General Meeting. Shareholders may be denied access if preregistration has not been done by deadline.
The Annual General Meeting shall:
Documents relating to matters to be considered at the General Meeting, including documents which by law should be included in or attached to the notice, need not be sent to shareholders if the documents are available on the company website. However, a shareholder can request to receive documents by mail concerning matters to be considered at the General Meeting.
The Board of Directors can decide that shareholders can be allowed to cast their votes in writing in advance on items on the published agenda for the Company's general meetings. Such votes may also be cast by electronic communication. Being allowed to cast votes in advance is contingent on having a satisfactory method to authenticate the identity of the sender. The Board of Directors can establish more specific guidelines for dealing with advance votes in writing. It shall state on the notice of the General Meeting whether it will be possible to vote in writing prior to the General Meeting, and what guidelines, if any, have been established for such voting.
§ 9 Nomination Committee (former § 8)
From:
The Company shall have a Nomination Committee. The Nomination Committee proposes candidates to the Board and remuneration for board members. The Nomination Committee shall consist of three members elected by the General Meeting, who are elected for a period of up to two years. The Nomination Committee shall be composed so broad shareholder interests are represented.
To: The Company shall have a Nomination Committee, which shall be elected by the General Meeting. The Nomination Committee shall consist of three (3) members and be elected for two (2) years at a time.
The Nomination Committee provides proposals to the General Meeting regarding the election of the Chairman of the Board, members of the Board and any alternate members of the Board. The Nomination Committee further provides proposals to the General Meeting on Board remuneration.
The General Meeting gives instructions for the nomination committee and determines the fees for the members of the nomination committee.
* * *
Shareholders wishing to attend the General Meeting are requested to give notice by sending the registration form which is available at the company's website and attached to this notice, to the company's email address [email protected] by 4pm on 27 April 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 29 406 own shares, for which votes cannot be cast.
A shareholder has the right to submit proposed resolutions for items that are on the agenda and to request that the board members and the Chairman of the Board provide available information about matters which can influence the assessment of (i) the approval of the annual accounts and annual report, (ii) matters that shall be decided by the shareholders, and (iii) the company's financial position, including activities in other companies which the company holds stakes in and other matters which the General Meeting shall address, unless the information that is requested can not be provided without causing disproportionate harm to the company.
This notice, other documents related to the matters that will be addressed at the 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-to-general-Meeting/. 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, 1 April 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: Annual accounts, annual report and auditor's report for the 2019 financial year
Appendix 2: Form for registration and proxy to the General Meeting
Appendix 3: Recommendations from the Nomination Committee and CV for proposed Board member
Appendix 4: Declaration of the specification of salaries and other remuneration for leading personnel
Appendix 5: Articles of Association old and new version
The Annual General Meeting 29 April 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 to [email protected] no later than 4pm on 27 April 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, provided, however, that the proxy determines the voting to the extent proposals are put forward in addition to, or instead of, the proposals in the notice.
| Items: | In favour | Against | No vote |
|---|---|---|---|
| 2. Approval of the notice and the agenda for the General Meeting | |||
| 3. Approval of the annual accounts and the annual report of the | |||
| financial year 2019 | |||
| 4. Determination of remuneration to the Board members | |||
| 5. Approval of the auditor's fee | |||
| 6. Discussion of the Board of Directors' declaration on salaries for | |||
| leading personnel etc | |||
| 7. Election of the Board of Directors | |||
| Director Morthen Johannessen (Chairman) | |||
| Director Klaus De Vibe | |||
| Director Camilla Tepfers | |||
| Director Peter Wirén | |||
| Director Ingeborg Molden Hegstad | |||
| 8. Determination of remuneration to the members of the nomination | |||
| committee | |||
| 9. Election of members of the nomination committee | |||
| Nomination committee member Svein S. Jacobsen (Chairman) | |||
| Nomination committee member Oscar Bakkevig | |||
| Nomination committee member Inger Johanne Solhaug | |||
| 10. Authorisation for the Board to increase the share capital | |||
| 11. Authorisation for the Board to acquire its own shares | |||
| 12. Approval of amendments of the Articles of Association | |||
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.
If you are not able to attend the Annual General Meeting 29 April 2020, you can be represented by way of proxy. Please use this proxy form. A written and dated proxy need to be sent to the company by post (StrongPoint ASA, Slynga 10, 2005 Rælingen) or email [email protected] no later than 4pm on 27 April 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 undersigned shareholder in StrongPoint ASA hereby grants the Chairman of the Board of Directors Morthen Johannessen to vote on my behalf.
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, provided, however, that the proxy determines the voting to the extent proposals are put forward in addition to, or instead of, the proposals in the notice.
| Items: | In | Against | No | At Proxy's |
|---|---|---|---|---|
| favour | vote | discretion | ||
| 2. Approval of the notice and the agenda for the General Meeting | ||||
| 3. Approval of the annual accounts and the annual report of the | ||||
| financial year 2019 | ||||
| 4. Determination of remuneration to the Board members | ||||
| 5. Approval of the auditor's fee | ||||
| 6. Discussion of the Board of Directors' declaration on salaries for | ||||
| leading personnel etc | ||||
| 7. Election of the Board of Directors | ||||
| Director Morthen Johannessen (Chairman) | ||||
| Director Klaus De Vibe | ||||
| Director Camilla Tepfers | ||||
| Director Peter Wirén | ||||
| Director Ingeborg Molden Hegstad | ||||
| 8. Determination of remuneration to the members of the nomination | ||||
| committee | ||||
| 9. Election of members of the nomination committee | ||||
| Nomination committee member Svein S. Jacobsen (Chairman) | ||||
| Nomination committee member Oscar Bakkevig | ||||
| Nomination committee member Inger Johanne Solhaug | ||||
| 10. Authorisation for the Board to increase the share capital | ||||
| 11. Authorisation for the Board to acquire its own shares | ||||
| 12. Approval of amendments of the Articles of Association | ||||
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 proxy.
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