AGM Information • Apr 20, 2016
AGM Information
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In case of discrepancy between the Norwegian and the English text, the Norwegian text shall prevail
Det innkalles herved til ordinær generalforsamling i Kid ASA ("Selskapet) onsdag den 11.mai 2016 kl. 1400 i selskapets lokaler i Gilhusveien 1 i Lier kommune.
Møtet vil bli åpnet av styreformann Henrik Schüssler.
Kid ASA har en aksjekapital på NOK 48 774 194 fordelt på 40 645 162 aksjer, hver med pålydende verdi NOK 1.2. Hver aksje gir rett til én stemme på Selskapets generalforsamlinger. Kid ASA eier ingen egne aksjer.
Notice is hereby served that the annual general meeting of Kid ASA (the "Company") will be held on Wednesday 11th May 2016 at 1400 hours in the company headquarters at Gilhusveien 1 in Lier.
The meeting will be opened by the chairman of the board Henrik Schüssler.
Forslag til vedtak i sak 3 - 8 fremgår av vedlegg 1. Proposals for resolutions under items 3 - 8 are set out in appendix 1.
Kid ASA has a share capital of NOK 48 774 194 divided into 40 645 162 shares, each with a nominal value of NOK 1.2. Each share carries one vote at the Company's general meetings. Kid ASA does not hold any treasury shares.
Aksjeeierne har følgende rettigheter i forbindelse med generalforsamlingen:
Aksjonærer som ønsker å delta i generalforsamlingen enten personlig eller via fullmektig må sende inn påmeldingsskjema (Vedlegg 2) til Selskapet slik at Selskapet har påmeldingen i hende senest 09.05.2016. I henhold til vedtektenes § 7 kan aksjeeiere som ikke er påmeldt innen fristens utløp, nektes adgang til generalforsamlingen
Påmelding kan også skje elektronisk via VPS Investortjenester eller på http://investor.kid.no
Dersom aksjer er registrert i VPS gjennom en forvalter, jf. allmennaksjeloven § 4-10, og den reelle aksjeeieren ønsker å delta i generalforsamlingen, personlig eller ved fullmakt, må den reelle aksjeeieren overføre aksjene til en VPS-konto i den reelle aksjeeierens navn forut for generalforsamlingsdagen.
Aksjonærer har rett til å møte og stemme ved fullmektig. Det må i så tilfelle fremlegges en skriftlig og datert fullmakt. Vedlagte fullmaktsskjema (Vedlegg 3) kan benyttes.
The shareholders have the following rights in respect of the general meeting:
Shareholders who wish to attend the general meeting either in person or by proxy must return the enclosed attendance form (Appendix 2) to the Company in time to be received by the Company no later than 09 May 2016. In accordance with section 7 of the articles of association, shareholders who do not notify their deadline within this deadline may be denied access to the general meeting.
Notice of attendance may also be given electronically via VPS Investor Services or http://investor.kid.no
If the shares are held through a nominee, cf. the Norwegian Public Limited Liability Companies Act Section 4-10, and the beneficial owner wishes to attend the general meeting, whether in person or by proxy, the beneficial owner must transfer the shares to a VPS account in the name of the beneficial owner prior to the date of the general meeting.
Shareholders may appoint a proxy to attend and vote on their behalf. In this case a written and dated proxy must be provided. The enclosed proxy form (Appendix 3) may be used.
Det gjøres oppmerksom på at fullmakt uten Please note that proxies without voting instructions
stemmeinstruks kan utløse flaggeplikt etter norsk rett. Innehav av en stemmefullmakt uten stemmeinstruks likestilles etter verdipapirhandelloven § 4-2 tredje ledd med eierskap av aksjer eller rettigheter til aksjer. Dette betyr at fullmektigen vil ha plikt til å flagge fullmaktene dersom disse gjelder et antall aksjer som (sammen med fullmektigens eventuelle egne aksjer eller rettigheter til aksjer) når opp til eller overstiger tersklene for flaggeplikt i verdipapirhandelloven § 4-2 annet ledd.
Dersom det foreslåtte utbyttet blir vedtatt vil aksjen handles eks. utbytte på Oslo Børs fra og med 12.05.2016. Utbetaling av utbytte vil finne sted 24.05.2016.
Denne innkallingen med vedlegg er tilgjengelig på Selskapets internettside http://investor.kid.no.
I tråd med vedtektene § 7 sendes ikke vedleggene til innkallingen med post til aksjonærene. Enhver aksjonær kan dog kreve at vedleggene sendes vederlagsfritt til vedkommende med post. Dersom en aksjeeier ønsker å få tilsendt dokumentene, kan henvendelse rettes til Selskapet på telefon: 940 26 000, eller ved å sende en forespørsel pr e-post til [email protected].
may trigger disclosure requirements under Norwegian law. Under the Norwegian Securities Trading Act section 4-2 third paragraph the possession of a proxy without voting instructions is considered equal to ownership of shares or rights to shares. This means that a proxy is required to disclose the proxies if the number of shares to which they relate (together with any shares or rights to shares held by the proxy) reaches or exceeds the disclosure thresholds under the Norwegian Securities Trading Act section 4-2 second paragraph.
If the proposed dividend is approved the shares will trade ex. dividends on Oslo Børs from and including 12 May 2016. Payment of the dividend will be made on 24 May 2016.
This notice and the appendices are available on the Company's web pages in http://investor.kid.no.
In accordance with § 7 of the Company's articles of association, the appendices to the notice will not be sent by post to the shareholders. A shareholder may nonetheless demand to be sent the appendices by post free of charge. If a shareholder wishes to have the documents sent to him, such request can be addressed to the Company by way of telephone: +47 940 26 000 or by email to [email protected] .
Henrik Schüssler
Styrets leder / Chairman of the board of directors
| Vedlegg 1 - Forslag til vedtak | Appendix 1 - Proposed resolutions |
|---|---|
| Sak 3 - Godkjenning av årsregnskap og styrets årsberetning for Kid ASA og konsernet for 2015, disponering av årets resultat, samt |
Item 3 - Approval of the annual accounts and directors' report of Kid ASA and the group for 2015, including allocation of the result of the year, as well as consideration of the statement on corporate governance |
| Styrets redegjørelse om foretaksstyring er inntatt i | The statement of the board of directors on corporate governance is included in the annual report. |
| Styret foreslår at generalforsamlingen treffer følgende | The board of directors proposes that the general meeting pass the following resolution: |
The annual accounts and the directors' report for 2015 are approved.
The proposed dividend of NOK 1.5 per share is approved.
The proposal of the nomination committee is set out in statement of the nomination committee, which is enclosed with the notice.
The remuneration of the Company's auditor for 2015 is TNOK 1 582, of which TNOK 446 covers audit of the consolidated annual financial statements of the group and company statements, and TNOK 1 136 covers other services primarily related to the initial public offering of Kid ASA.
The proposal of the nomination committee is set out in statement of the nomination committee, which is enclosed with the notice.
The proposal of the nomination committee is set out in statement of the nomination committee, which is enclosed with the notice.
Styrets redegjørelse om foretaksstyring er inntatt i årsrapporten.
Styret foreslår at generalforsamlingen treffer følgende vedtak:
Årsregnskapet og årsberetningen for 2015 godkjennes.
Det foreslåtte utbyttet på NOK 1.5 per aksje godkjennes.
Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen.
Godtgjørelsen til Selskapets revisor for 2015 er TNOK 1 582, hvorav TNOK 446 dekker revisjon av det konsoliderte årsregnskapet samt selskapsregnskap i konsernet til Kid ASA, og TNOK 1 136 dekker andre tjenester primært knyttet til børsnotering av Kid ASA.
Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen.
Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen.
| Sak 8 - Erklæring om godtgjørelse til ledende ansatte | Item 8 - Statement regarding remuneration for senior management |
|---|---|
| Redegjørelsen fra styret om godtgjørelse til ledende | The statement of the board of directors regarding |
| ansatte er inkludert i en egen innstilling, som er | remuneration for senior management is set out in a |
| vedlagt innkallingen. | separate statement, which is enclosed with the notice. |
| Styret foreslår at generalforsamlingen treffer følgende | The board of directors proposes that the general |
| vedtak: | meeting pass the following resolution: |
| Generalforsamlingen gir sin tilslutning til styrets erklæring om godtgjørelse til ledende ansatte. |
The general meeting endorses the statement of the Board of Directors regarding remuneration for senior management. |
An Annual General Meeting of Kid ASA will be held on 11th May 2016 at 1400 hours in the company headquarters at Gilhusveien 1 in Lier
If the above-mentioned shareholder is an enterprise, it will be represented by: _________________________________________
Name of enterprise's representative (To grant a proxy, use the proxy form below)
The undersigned will attend the Annual General Meeting on 11th May 2016 and vote for:
| Own shares | |
|---|---|
| Other shares in accordance with enclosed Power of Attorney | |
| A total of | Shares |
This notice of attendance must be received by DNB Bank ASA no later than 1400 on 09.05.2016.
Notice of attendance may be sent electronically through the Company's website www or through VPS Investor Services. Advance votes may only be cast electronically, through the Company's website http://investor.kid.no or through VPS Investor Services. To access the electronic system for notification of attendance and advance voting through the Company's website, the above-mentioned reference number and PIN code must be stated.
Notice of attendance may also be sent by e-mail: [email protected], or by regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
| Place | Date | Shareholder's signature (If attending personally. To grant a proxy, use the form below) |
|---|---|---|
This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to page 2.
If you are unable to attend the Annual General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chair of the Board of Directors or a person authorised by him.
The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 1400 on 09.05.2016. The proxy may be sent electronically through Kid ASA's website http:/investor.kid.no, or through VPS Investor Services. It may also be sent by e-mail: [email protected] Post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
hereby grants (tick one of the two):
the Chair of the Board of Directors (or a person authorised by him), or
_____________________________________________
(Name of proxy holder in capital letters)
a proxy to attend and vote for my/our shares at the Annual General Meeting of Kid ASA on 11th May 2016.
| × ۰. ۰, × |
|---|
| ------------------------ |
Place Date Shareholder's signature (Signature only when granting a proxy)
With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the Annual General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by him.
The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 14:00. on 09.05.2016. It may be sent by e-mail: [email protected] /regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
The undersigned: _________________________________
hereby grants (tick one of the two):
the Chair of the Board of Directors (or a person authorised by him), or
____________________________________
Name of proxy holder (in capital letters)
a proxy to attend and vote for my/our shares at the Annual General Meeting of Kid ASA on 11th May 2016.
The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.
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With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
Pursuant to section 6-16a of the Public Limited Liability Companies Act, the board of directors shall adopt a statement as to the determination of salary and other remuneration for the chief executive officer and other members of the senior management.
Section 5-6 (3) of Public Limited Liability Companies Act provides that the statement shall be considered by the annual general meeting. An advisory vote shall be held as to the guidelines of the board of directors for the determination of the remuneration of senior management. Guidelines related to benefits which are linked to the company's shares or the development of the share price of the company or of other companies within the same group must be approved by the general meeting and will be binding upon the board of directors.
The board of directors of Kid ASA will base the determination of salary and other remuneration of the chief executive officer and other members of the senior management on the following guidelines during the coming financial year.
The overall objective of the management remuneration policy of Kid ASA is to attract, retain and motivate employees with the skills, qualifications and experience needed to maximize value creation for the company and its shareholders. Kid ASA shall offer competitive terms to senior management. Subject to this, the remuneration of the company's senior management shall as far as possible be in line with the market level for remuneration of senior management in comparable companies.
The remuneration of senior management shall not be of a size or nature which is liable to harm the company's reputation.
The remuneration of the company's senior management may in addition to a fixed salary include customary benefits in kind such as car allowance or company car, coverage of telephony and broadband costs, newspaper subscriptions etc.
The remuneration may also include pension and insurance schemes as well as severance pay entitlements.
The board of directors may establish bonus schemes for senior management. The purpose of any bonus scheme shall be to give management an incentive to contribute to value creation in the company.
There are currently no remuneration related to the share or developments in the share price. The Company will during 2016 consider an introduction of a share purchase programme from 2017. Such programme will entail that the employees of the Company are offered to buy Shares with a certain discount from the market price. The Company will have the option of acquiring shares in the market or issuing new shares to fulfil its obligations under the share purchase programme. The programme, or other remuneration linked to the company's shares or the development of the share price of the company or of other companies within the same group, will be subject to approval on the annual general meeting in 2017 or approval of an extraordinary general meeting.
The remuneration policy for senior management during 2015 has been in accordance with the principles described above with the exception of a long-term incentive program for senior management, which was terminated 31.12.2015 in relation to the IPO. The terminated incentive program is described in the prospectus, which is made available on http://investor.kid.no .
Information on remuneration to senior management during 2015 is included in note 6 to the annual accounts.
Kid ASA | Gilhusveien 1, 3426 Gullaug | Postboks 505, 3412 Lierstranda | Tel.: 940 26 000 Organisasjonsnummer 988384135 MVA | e-post: [email protected] | www.kid.no
As part of the preparation for the Listing, the Board has resolved that the existing incentive programme will be terminated and replaced by a new incentive programme with effect from 1 January 2016. Under the new programme, the participants will receive a bonus equal to up to six months or three months' salary. The participants and the maximum levels will be decided by the Board on an annual basis. Maximum bonus will be payable if the Company reaches or exceeds 110% of the budgeted annual EBITDA on a consolidated basis. No bonus will be payable if the actual annual EBITDA falls below 80% of budget. If the actual annual EBITDA is between 80% and 110% of budget the bonus will be determined based on the following table:
| Actual EBITDA as percentage of budgeted EBITDA |
Percentage of maximum bonus |
|---|---|
| < 80% | 0.0 % |
| 80 % | 50.0 % |
| 85 % | 58.3 % |
| 90 % | 66.7 % |
| 95 % | 75.0 % |
| 100 % | 83.3 % |
| 105 % | 91.7 % |
| 110 % | 100.0 % |
| >110 % | 100.0 % |
Bonus will only be paid to employees who are employed with the Group (without having given or received notice of termination) as of the date of payment
The Nomination Committee of Kid is governed by the articles of association and the members of the Nomination Committee are elected by the general meeting. The Nomination Committee was elected at the General Meeting on 25 August 2015. The Nomination Committee consists of the following members:
Sten-Arthur Sælør (chair)
Jostein Devold
The Nomination Committee makes its recommendation to the General Meeting regarding the election of the shareholders representatives to the Board of Directors and their remuneration.
Guidelines for the Nomination Committee was adopted by the General Meeting in August 2015.
The Nomination Committee has since the last General Meeting held 3 meetings, which include meetings with Chairman of the Board and the Chief Executive Officer (CEO). The Nomination Committee has gathered information from the administration and other persons, which is considered relevant to its work. The Nomination Committee has undertaken a review of its own performance and its Guidelines.
The Nomination Committee has taken into account the need for balancing continuity against renewal. Contact with the shareholders has been actively maintained and the Nomination Committee has ensured that its recommendation is anchored with the major shareholders. Information on how shareholders can make recommendations to the Nomination Committee has been underlined.
The Nomination Committee will at the annual General Meeting on 11 May 2016 recommend the following resolution:
"All members of the board of directors are re-elected for a period of one year. The board will consist of the following persons:
| Name | Served since |
|---|---|
| Henrik Schussler (chair) | June 2012 |
| Pål Frimann Clausen | December 2010 |
| Bjørn Rune Gjelsten | June 2012 |
| Karin Bing Orgland | August 2015 |
| Vilde Falck-Ytter | August 2015 |
The Nomination Committee has based its recommendation on remuneration on the levels of remuneration to elected members in comparable companies and the period they have served, starting in August 2015. The main shareholder - Gjelsten Holding AS- has expressed their interest that their representative Henrik Schüssler (chair) to receive the same remuneration as the rest of the Board of Directors.
Based on the above, the Nomination Committee unanimously recommends the following resolution:
"The members of the board of directors will receive the following remuneration for the period starting in August 2015 and ending at the Ordinary General Meeting of 2016:
Chair NOK 75.000
Member NOK 75.000
The audit Committee consists of:
Henrik Schussler
Karen Bing Orland
Pål Frimann Clausen
The Nomination Committee propose a remuneration to each member of the Audit Committee of NOK 10.000 per meeting.
The Nomination Committee consists of minimum two members who are shareholders or representatives of shareholders. The members of the Nomination Committee, including its chairperson, are elected by the General Meeting for a period of 2 years and are not on election in 2016.
The Nomination Committee recommends the following resolution:
"The members of the Nomination Committee will receive NOK 5.000 per meeting"
18 April 2016
Jostein Devold
Please visit http://investor.kid.no for more information on Current directorships and senior management positions
Chairman Appointed: June 2012
Schüssler (1963) is currently CEO and member of the board of Gjelsten Holding AS. He has previously worked as an accountant/consultant with Ernst & Young, and as CFO and CEO of Norway Seafoods. Schüssler has a degree from the Norwegian School of Business and Administration in chartered accountancy. He is a Norwegian citizen, and resides in Norway.
Board Member Appointed: June 2012
Gjelsten (1956) is the owner and Chairman of Gjelsten Holding AS. He has extensive experience as an entrepreneur and industrial owner, as well as numerous positions as CEO and/or chairman in various companies. Gjelsten holds a Master of Business and Economics from the University of Colorado. He is a Norwegian citizen, and resides in Norway.
Board Member Appointed: August 2015
Bing Orgland (1959) is currently a professional board member in various companies within the financial, seafood, industry and real estate sectors, including GIEK, Storebrand ASA, Grieg Seafood, Hav Eiendom AS and INI AS. She has extensive experience from various management and board member positions within the DNB Group between 1985 and 2013. Bing Orgland resides in Oslo, Norway and holds a Master of Business and Economics degree from the Norwegian School of Economics.
Board Member Appointed: December 2010
Clausen (1947) is currently a board member in Kid ASA, Kid Interiør AS, Expert AS and Nye Notabene AS, within the retail sector. He has extensive experience from various positions within the DNB Group between 1980 and 2014. Clausen resides in Oslo, Norway, and holds a Master of Business and Economics degree from the Copenhagen Business School.
Board Member Appointed: August 2015
Falck-Ytter (1967) is currently employed in Sisa Invest AS, a privately held, family owned investment company within real estate development, performing tasks undertaking administration, accounting and contract negotiations. She also holds several board member positions in companies related to Sisa Invest AS. Falck-Ytter resides in Nannestad, Norway and holds a law degree from the University of Oslo, as well as a Business Administration degree from Handelsakademiet.
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