Pre-Annual General Meeting Information • Nov 11, 2019
Pre-Annual General Meeting Information
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An extraordinary general meeting of Gentian Diagnostics AS, reg. no 983 860 516 (the "Company"), will be held at the Company's offices in:
The general meeting will be opened by the chairman of the board, Tomas Settevik, or a person authorized by him, who will make a record of attending shareholders.
The board of directors proposes the following agenda:
The Company's nomination committee proposes that Runar Vatne is elected as a new board member in the Company as of 1 December 2019. Further information is included in the nomination committee's proposal, which is made available at the Company's website www.gentian.no.
* * *
Shareholders are entitled to attend the general meeting, either in person or by proxy of their own choosing, and to vote for shares as registered in the Norwegian Central Security Depository (VPS) as of the date of the general meeting (shareholders in the Company as of 19 November 2019, as registered in the VPS on 21 November 2019). Shareholders are urged to submit a registration form per mail to Gentian Diagnostics AS, PO Box 733, 1509 Moss, or by e-mail [email protected]. Shareholders wishing to be represented and to vote by proxy at the general meeting may submit a proxy authorization to Gentian Diagnostics AS, PO Box 733, 1509 Moss, or by e-mail [email protected]. Shareholders may appoint proxies with voting instructions. The proxy authorization form may also be brought to the general meeting. The registration and proxy authorization forms are enclosed with this notice as appendix 1 and 2.
Each share in the Company carries one vote at the general meeting and all shares have equal rights. At the date of this notice, the Company has 15,395,921 shares registered in the Norwegian Central Security Depository (VPS), each with a nominal value of NOK 0.10. The Company does not own any shares in the Company.
Shareholders may suggest resolutions for the items on the agenda and may ask that the board members and the general manager provide the necessary information on matters that may affect the evaluation of the items that have been presented to the shareholders for decision, the financial position of the Company and other items up for consideration by the general meeting. This does not apply if the information required cannot be provided without disproportionate harm to the Company, cf. Section 5- 15 of the Norwegian Limited Liability Companies Act.
In accordance with section 8 of the Company's articles of association, the proposal from the nomination committee has been made available at the Company's website www.gentian.no and, thus, is not distributed to shareholders together with the notice. However, shareholders have the right to have such documents sent to them upon request to the Company.
Questions regarding the notice, document requests or other inquires can be directed to Gentian Diagnostics AS, CFO Njaal Kind, telephone: + 47 919 06 525.
Tomas Settevik Chairman
Appendices: 1. Registration form 2. Proxy form
Notice that you will attend the extraordinary general meeting on 21 November 2019 may be given with this registration form. The registration is completed by sending the registration form to Gentian Diagnostics AS, PO Box 733, NO-1509 Moss, or by e-mail: [email protected]. Written proxy may be brought at the general meeting in the event that you are not able to attend in person.
I, the undersigned, will attend the extraordinary general meeting of Gentian Diagnostics AS on 21 November 2019 and vote on behalf of:
| Shareholder's name and address: __________ | |
|---|---|
| (please use capital letters) | |
___________ _________________ _________________________
Date place shareholder's signature
______________________________________________
If you are unable to attend the extraordinary general meeting on 21 November 2019, you can authorize someone to meet and vote on your behalf by sending this proxy authorisation to Gentian Diagnostics AS, PO Box 733, NO -1509 Moss, or by e-mail: [email protected]
The undersigned shareholder of Gentian Diagnostics AS hereby authorises:
____________________________________ Name of proxy-holder
to attend and vote on my behalf at the extraordinary general meeting 21 November 2019. If this proxy authorisation is submitted without naming the proxy-holder, the proxy shall be deemed given to the chairman of the board of directors or the one he designates.
The voting shall be conducted in accordance with the instructions below. If the boxes are not ticked, this will be interpreted as an instruction to vote in "favour" of the proposal in the notice. In the event of proposals that replace or supplement the proposals in the notice, the proxy-holder will decide how to vote.
| Item: | For | Against | Abstain | Proxy-holder determines |
|---|---|---|---|---|
| 3. Approval of the notice and the agenda | □ | □ | □ | □ |
| 4. Election of board member | ||||
| Runar Vatne |
□ | □ | □ | □ |
| Shareholder's name and address: __________ | ||||
| (please use capital letters) | ||||
| ___ ___ date place |
_________ shareholder's signature |
If the shareholder is a company, a certificate of registration must be enclosed with the proxy.
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