AGM Information • Apr 19, 2016
AGM Information
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The Annual General Meeting of Nordic Semiconductor ASA was held on April 19, 2016 at 9:00 am. The meeting took place at Thon Hotel Vika Atrium, Munkedamsveien 45, Oslo.
The Board was represented by Terje Rogne (Chairman) and Tore Valderhaug. The administration was represented by Svenn-Tore Larsen (CEO) and Pål Elstad (CFO). The Company's auditor was represented by John Christian Løvaas.
Opening of the Meeting by the Chairman of the Board, and register of the shareholders present.
Election of meeting chair and individual to sign the meeting minutes.
Approval of the notice of convocation and the agenda.
Approval of the annual financial statements and the Board's report, including consolidated accounts, for $2015$ .
Approval of compensation for the Board, the nomination committee and the auditor.
Power of attorney for the purchase of the Company's own shares.
Power of attorney to increase the share capital.
Election of shareholder elected members to serve on the Board of Directors.
Election of members to serve on the nomination committee.
Approval of the Declaration of the principles for compensation of the CEO and other members of the executive management.
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The meeting was opened by the Chairman of the Board. The Company's CFO stated that 65.438.699 of the Company's 163,440,600 shares (40.04 %) were represented at the meeting.
The Chairman of the Board, Terje Rogne, was unanimously elected to chair the meeting. Pål Elstad and Tore Valderhaug were unanimously selected to co-sign the minutes.
The notice and the agenda were unanimously approved.
The annual financial statements and the report from the Board of Directors for 2015, including the consolidated accounts, and the company's standards of corporate governance were reviewed.
The Annual General Meeting unanimously approved the following resolution:
"The annual financial statements and the report from the Board of Directors for 2015, including the consolidated accounts, are approved. The Company's standards of corporate governance have been received and noted."
The proposal from the election committee regarding compensation to the Board, and the Board's proposal regarding compensation to the election committee, and the auditor was presented.
The Annual General Meeting thereafter approved the following resolution by a vote of 64,751,983 in favour and 686,716 against:
"As compensation for the period from the Annual General Meeting 2016 to the Annual General Meeting 2017 the following is approved (last year's numbers in brackets):
| Chairman of the Board | NOK | 500,000 | (450,000) |
|---|---|---|---|
| Board members elected by the shareholders |
NOK | 275,000 | (250,000) |
| Board members elected by the employees |
NOK | 60.000 | (60,000) |
In addition, members of the Board with domicile in the United States will receive additional \$3.000 for each meeting taking place in the United States related to Company activities.
Nordic Semiconductor ASA has a policy of compensating members elected by the employees for the responsibility but not for the work associated with the Board position as this is assumed to be covered by their salaries.
As to compensation for the period from the Annual General Meeting 2016 to the Annual General Meeting 2017 for participation in the Audit Committee and the Compensation Committee the
shareholder elected Board Members will receive NOK 10 000 (chairman) and NOK 5 000 (member) per meeting.
A compensation of NOK 40,000 (35,000) per member of the nomination committee is approved for the period from the Annual General Meeting 2016 to the Annual General Meeting 2017.
The compensation to the auditor which is listed in Note 5 to the annual financial statements for 2015 is approved."
The Board's proposal for the power of attorney to acquire the Company's own shares was presented.
The Annual General Meeting thereafter unanimously approved the following resolution:
"Power of attorney is hereby granted to the Board on behalf of the Company to purchase the Company's own shares, and to hold treasury shares within the limits of the Norwegian Public Limited Liability Companies Act. The maximum number of shares which may be acquired shall not exceed an aggregate par value of NOK 163,000 (corresponding to approximately 9.97% of the Company's share capital).
The power of attorney is given for the period from the date of this resolution up to the Annual General Meeting 2017, and 30 June 2017 at the latest.
The price per share which the Company may pay for shares acquired in connection with this power of attorney shall not be lower than the par value of the shares nor higher than NOK 200. In case of changes of the par value of the shares due to split or reverse split of the Company's shares, the price the Company may pay for each share is to be adjusted equally.
The Board may at its discretion decide the method of acquiring or disposing of own shares, including through one or more transactions on the Oslo Stock Exchange. The shares may be used as the Company's Board deems to be suitable for the purpose."
The Board's proposal for the power of attorney to increase the share capital was presented.
The Annual General Meeting thereafter unanimously approved the following resolution:
"The Board is in accordance with the Norwegian Public Limited Liability Companies Act § 10-14 hereby granted the power of attorney to increase the share capital in Nordic Semiconductor ASA by up to NOK 163,000 by issuing up to 16,300,000 shares with a par value of NOK 0.01. The shareholders' pre-emptive rights pursuant to the Norwegian Public Limited Liability Companies Act § 10-4 may be set aside.
The power of attorney is given for the period from the date of this resolution up to the Annual General Meeting 2017, and 30 June 2017 at the latest. The authorization covers both cash and non-cash contributions. The authorization also covers the issue of shares in connection with a merger.
The terms of the subscription shall be decided by the Board of Directors.
In the event of changes in the Company's share capital or number of shares, as a result of a share split, reverse split, share capital increase, share capital decrease, merger, demerger or similar
action, the authorization shall be adjusted with respect to par value and number of shares in accordance with principles for contract adjustments and capital changes in the derivatives rules of the Oslo Børs. However, such amendments shall not be made in defiance of the Norwegian Public Limited Liability Companies Act restrictions upon the number of shares to be issued pursuant to a Board authorization.
The Board is authorized to modify the Company's article $\S$ 5 to reflect the new share capital of the Company when the power of attorney is used."
The election committee's proposal for the election of representatives to serve on the Board of Directors was presented.
The Annual General Meeting thereafter approved the following resolution by a vote of 65,205,261 in favour and 233,438 against:
"In accordance with the election committee's proposal, the following people was elected to the Board of Directors for a one year term until the Annual General Meeting 2017:
Terje Rogne, Chairman of the Board (re-election) Anne Cecilie Fagerlie (re-election) Tore Valderhaug (re-election) Craig Ochikubo (re-election) Beatriz Malo de Molina (new)
The Board's proposal for the election of representatives to serve on the election committee was presented.
The Annual General Meeting thereafter approved the following resolution by a vote of 64,976,620 in favour, 3,278 against, and 458,801 abstaining:
"In accordance with the Board's proposal, the following people are elected to the election committee for a one year term until the Annual General Meeting 2017:
John Harald Henriksen (re-election) Bjørnar Olsen (re-election) Thomas Raaschou, chairman (re-election)"
The Board's proposal for the Declaration of the principles for compensation of the CEO and other members of the executive management was presented.
The Annual General Meeting thereafter approved the following resolution by a vote of 61,885,910 in favour, 3,552,564 against, and 225 abstaining:
"The Declaration of the Principles for the Compensation of the CEO and the other members of the Executive Management is adopted.
The adopted declaration is of an advisory nature to the Board of Directors, with the exception of the authorization for the grant of options to the executive management, which is binding on the Board of Directors based on the Norwegian Public Limited Liability Companies Act § 5-6(3) and $§ 6-16 a.$ "
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No other issues were brought to the agenda, and the Annual General Meeting was adjourned.
Oslo, April 19 2016
Tore Valderhaug
Pål Elstad
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