Proxy Solicitation & Information Statement • Jun 11, 2014
Proxy Solicitation & Information Statement
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To the shareholders of Asetek A/S
Our ref. Date Registrars Department Oslo, 11. June 2014
Attached, please find a copy of the Notice of Extraordinary General Meeting issued by the Corporation on 11 June 2014 and a proxy form you may use if you want to cast your votes on the issues set forth in the above referred notice.
You are encouraged to specify your votes by marking the appropriate boxes on the enclosed proxy form. When properly executed, the proxy will be voted in the manner directed therein. If you sign and return your proxy without marking any appropriate boxes, the Chairman of the Meeting, or failing him, any individual duly appointed by the Chairman of the Meeting, will as true and lawful agent and proxy for you, vote your shares in favour on all items on the agenda for the Meeting.
Your proxy is to be received by DNB Bank ASA, Registrars Department, Oslo, not later than 27 June 2014, 12:00 hours Central European Time. The address of DNB is: DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway. If delivery by hand, the address is: DNB Bank ASA, Registrars Dept., Dronning Eufemias gate 30, 0191 Oslo, Norway. Alternatively, send the proxy by e-mail to e-mailaddress: [email protected] within the aforementioned date and time.
Yours sincerely, for DNB Bank ASA
Registrars Dept.
In accordance with Article 7.7 of the Articles of Association, notice is hereby given of an extraordinary general meeting of Asetek A/S to be held on:
Asetek A/S is a Danish company and is subject to the Danish Companies Act.
1) Election of members to the Board of Directors
The Board of Directors proposes the election of the following members:
---o0o---
The Company's share capital is DKK 1,488,131.10, divided into shares of DKK 0.10 or any multiple thereof. Each share of a nominal value of DKK 0.10 carries one vote (see Article 9.1 of the Articles of Association).
A shareholder's right to participate in the general meeting and the number of votes, which the shareholder is entitled to cast, is - pursuant to Article 9.4 of the Articles of Association - determined in accordance with the number of shares held by such shareholder on 25 June 2014 (the registration date). The number of shares held by each shareholder is determined at the registration date on the basis of the shareholdings registered in the share register and in accordance with any notices on shareholdings received, but not yet registered, by the Company in the share register.
A shareholder or its proxy wishing to attend the general meeting must give notice of their participation using the Notice of Attendance/Proxy, which has been sent to shareholders, that have requested to receive notices from the company by e-mail and made available on the Company's website http://www.asetek.com/EGM2014.
The Company will provide all attending shareholders and their proxies with access passes prior to the general meeting.
The Notice of Attendance must be received by DNB Bank ASA no later than 11:59 PM on 27 June 2014.
Shareholders may attend the general meeting physically (accompanied by an adviser, if relevant) or by proxy. If you wish to appoint a proxy, please submit the Notice of Attendance/Proxy duly signed and dated, to the Company. Alternatively, your instrument of proxy may be submitted at the general meeting to the chairman of the meeting.
Pursuant to Article 9.6 of the Articles of Association, you may also submit your votes by post before the date of the meeting. If you wish to vote by post, please fill in and submit the attached voting paper, which is also available on the Company's website http://www.asetek.com/EGM2014.
Notice of Attendance/ Proxy Form or a Postal Vote may be submitted by post to DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway or by e-mail to [email protected].
The following information and documents are available on the Company's website,
http://www.asetek.com/EGM2014: (i) The notice convening the general meeting; (ii) the total number of shares and voting rights at the date of registration; (iii) all documents to be submitted to the general meeting; (iv) the agenda and the full text of all proposals to be submitted to the general meeting; (v) Notice of Attendance/Proxy Form and Voting Paper.
The language at the general meeting will be English, without simultaneous interpretation to and from Danish (see Article 9.8 of the Articles of Association).
---o0o---
Aalborg, 11 June 2014
Best regards
The Board of Directors Asetek A/S
The undersigned hereby authorise, constitute and appoint ________________________ or the Chairman of the Meeting, or failing him, any individual duly appointed by the Chairman of the Meeting, to represent the undersigned at the Extraordinary General Meeting of shareholders of the Corporation to be held at Assensvej 2, 9220 Aalborg East, Denmark, July 3rd, 2014 at 9:00 a.m. (local time) or any adjournment thereof, for the purposes set forth below and in the Notice of Extraordinary General Meeting issued by the Corporation on 11 June 2014.
X Please mark your votes as in this example.
| Item | Resolutions | FOR | AGAINST | ABSTAIN |
|---|---|---|---|---|
| 1. | Election of Mr. Peter Gross to the board of directors | |||
| 2. | Election of Mr. Jim McDonnell to the board of directors |
Alternatively:
I will attend the general meeting in person and vote my/our shares.
Signature(s)_______________________________________Date:_________________
Note: Please sign exactly as name appears above, joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such.
Name of shareholder in block letters:___________________________________________________________
Appendix to notice of extraordinary general meeting of Asetek A/S (the "Company") to be held on 3 July 2014:
We,
| Name | |
|---|---|
| Company registration number: | |
| Address | |
| Postal code and city | |
| Country |
have indicated below how we wish to exercise the voting rights carried by all our shares.
We accept that the postal vote cannot be revoked upon Asetek A/S' receipt hereof.
Agenda of the extraordinary general meeting:
| Items on the agenda | For | Against | Do not wish to vote on this item |
|
|---|---|---|---|---|
| 1. | Election of Mr. Peter Gross to the Board of Directors | |||
| 1. | Election of Mr. Jim McDonnell to the Board of Directors |
Date : / 2014
(Signature)
_____________________
Name:
Title:
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