Pre-Annual General Meeting Information • May 20, 2025
Pre-Annual General Meeting Information
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To the Shareholders of S.D. Standard ETC PLC
Limassol, 19 May 2025
Attached please find a copy of the Notice of Annual General Meeting issued by S.D. Standard Etc Plc (the "Company") and addressed to the members of the Company on 19 May 2025, as well as a proxy form you may use in case that 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 your vote, will cast your vote in favour on all items on the agenda for the Meeting.
Your proxy has to be received by the Company not later than 9th of June 2025, 11:00 a.m. Eastern European Time. The address which must be used for sending the proxy is Chrysanthou Mylona 1, Panayides Building, 2nd Floor, Office 3, 3030 Limassol, Cyprus. Alternatively, you can send the proxy by facsimile to (+357) 25 875475 or via email at [email protected] within the aforementioned date and time.
By order of the Board
LFO SECRETARIAL LIMITHT
Alfo Secretarial Limited Secretary
Notice is hereby given that the Annual General Meeting of S.D. STANDARD ETC PLC (the "Company") will be held at 276 Arch. Makariou III Ave., Lara Court, 3105, Limassol, Cyprus on 11 June 2025 at 11:00 a.m. (EET), for the following purposes:
"That the Management's Report for the year ended 31 December 2024 be and is hereby approved and adopted."
"That the Auditors' Report on the audited financial statements of the Company for the year ended 31 December 2024 be and is hereby approved and adopted."
Mr. Martin Nes, who is subject to rotation in accordance with the relevant provisions of the Company's Articles of Association does not offer himself for re-election. Following careful consideration, the Nomination Committee recommends to not propose a replacement for Mr. Martin Nes at this time. The Nomination Committee and the remaining two directors of the Company will however monitor when and if it will be appropriate to propose a new candidate for appointment at a later stage.
"That the decision of Mr. Martin Nes, who is subject to rotation in accordance with the relevant provisions of the Company's Articles of Association, not to offer himself for re-election be and is hereby acknowledged and that the recommendation of the Nomination Committee not to fill in at this stage the vacancy emanating from the resignation of Mr. Martin Nes, be and is hereby approved and confirmed."
"That the remuneration to be granted to the directors of the Company and the Chairs and Members of the Board Committees, as set out in the Nomination Committee proposal, be and is hereby approved and adopted."
"That the report prepared by the Board of Directors outlining the remuneration of the Board of Directors and the management team of the Company for the year ended 31 December 2024, be and is hereby approved and adopted."
"That the auditors' remuneration for the year ended 31 December 2024, amounting to €40.000 be and is hereby approved."
"That Messrs PricewaterhouseCoopers Limited, be and are hereby appointed as the auditors of the Company for the year 2025 and until the conclusion of the next Annual General Meeting and that the Board of directors be and are hereby authorized to fix their remuneration at a later stage."
That after taking into consideration the Report of the Board of Directors of the Company explaining the reasons for proposing a resolution for the waiving of the pre-emption rights afforded pursuant to section 60B(5) of Companies Law Cap.113, to approve the following resolution.
"That the pre-emption rights granted to the existing shareholders of the Company in relation to any new shares to be issued for any future public offering(s) and/or private placement(s) and/or allotment to the existing shareholders and new investors and/or conversion(s) of any convertible bonds issued by and/or convertible loans granted to the Company, pursuant to section 60B of the Companies Law
Cap. 113, for an indicative price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per share, provided that no issue shall be for a price below the nominal value of the shares, be and are hereby waived and be valid until the Annual General Meeting of the Company of the year 2025."
Proposed Ordinary Resolution:
"That the Board of Directors be and is hereby generally authorized and empowered to issue and allot new shares to the existing shareholders and/or new investors and/or convertible bondholders and/or convertible lenders up to the limit of the authorized share capital as it stands on the day of such new issue, for an indicative price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per share and provided that no issue shall be for a price below the nominal value of the shares, no later than the Annual General Meeting of the Company of the year 2026."
Proposed Special Resolution:
"That the Board of Directors be and is hereby authorized and empowered to proceed with the purchase of the Company's own shares, as prescribed by the relevant provisions of article 57A of the Companies Law, within a time period of twelve months from the date of approval of this resolution and subject to the following terms:
By order of the Board
U SECRETARIAL LIMITE
Alfo Sectetarial Limited Secretary
Limassol, 19 May 2025
The undersigned hereby authorises and appoints the Chairman of the Meeting, or failing him, any individual duly appointed by the Chairman of the Meeting, to represent him/her at the Annual General Meeting of the shareholders of the Company to be held at 276 Arch. Makariou III Ave., Lara Court, 3105, Limassol, Cyprus on 11 June 2025 at 11:00 a.m. (EET), for the purposes set forth below and in the Notice of Annual General Meeting issued by the Company on 19 May 2025.
| X | ||
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Please mark your votes as in this example.
| ORDINARY BUSINESS | ||||
|---|---|---|---|---|
| Item | Proposed Ordinary Resolutions | FOR | AGAINST | ABSTAIN |
| 1. | "That the Management's Report for the year ended 31 December 2024 be and is hereby approved and adopted." |
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| 2. | "That the Auditors' Report on the audited financial statements of the Company for the year ended 31 December 2024 be and is hereby approved and adopted." |
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| 3. | "That the audited financial statements of the Company for the year ended 31 December 2024 be and are hereby approved and adopted." |
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| 4. | "That the decision of Mr. Martin Nes, who is subject to rotation in accordance with the relevant provisions of the Company's Articles of Association, not to offer himself for re-election be and is hereby acknowledged and that the recommendation of the Nomination Committee not to fill in at this stage the vacancy emanating from the resignation of Mr. Martin Nes, be and is hereby approved and confirmed." |
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| 5. | "That the remuneration to be granted to the directors of the Company and the Chairs and Members of the Board Committees, as set out in the Nomination Committee proposal, be and is hereby approved and adopted." |
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| 6. | "That the report prepared by the Board of Directors outlining the remuneration of the Board of Directors and the management team of the Company for the year ended 31 December 2024, be and is hereby approved and adopted." |
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| 7. | "That the auditors' remuneration for the year ended 31 December 2024, amounting to €40.000 be and is hereby approved." |
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| 8. | "That Messrs PricewaterhouseCoopers Limited be and are hereby appointed as the auditors of the Company for the year 2025 and until the conclusion of the next Annual General Meeting and that the Board of Directors be and are hereby authorized to fix their remuneration at a later stage." |
| SPECIAL BUSINESS | ||||||
|---|---|---|---|---|---|---|
| Item | Proposed Resolutions | FOR | AGAINST | ABSTAIN | ||
| 1. | Waiver of Pre-emptive Rights | |||||
| Proposed Special Resolution: | ||||||
| "That the pre-emption rights granted to the existing shareholders of the Company in relation to any new shares to be issued for any future public offering(s) and/or private placement(s) and/or allotment to the existing shareholders and new investors and/or conversion(s) of any convertible bonds issued by and/or convertible loans granted to the Company, pursuant to section 60B of the Companies Law Cap. 113, for an indicative price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per share, provided that no issue shall be for a price below the nominal value of the shares, be and are hereby waived and be valid until the Annual General Meeting of the Company of the year 2026." |
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| 2. | Future Allotment of Shares | |||||
| Proposed Ordinary Resolution: | ||||||
| "That the Board of Directors be and is hereby generally authorized and empowered to issue and allot new shares to the existing shareholders and/or new investors and/or convertible bondholders and/or convertible lenders up to the limit of the authorized share capital as it stands on the day of such new issue, for an indicative price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per share and provided that no issue shall be for a price below the nominal value of the shares, no later than the Annual General Meeting of the Company of the year 2026." |
||||||
| 3. | Purchase of Own Shares | |||||
| Proposed Special Resolution: | ||||||
| "That the Board of Directors be and is hereby authorized and empowered to proceed with the purchase of the Company's own shares, as prescribed by the relevant provisions of article 57A of the Companies Law, within a time period of twelve months from the date of approval of this resolution and subject to the following terms: (a) That the maximum number of shares to be acquired shall not exceed at any time ten per cent (10%) of the subscribed capital; (b) That the acquisition price shall be between NOK 0,20 to NOK 5,00 per ordinary share; (c) That such shares shall be held for a period not exceeding two years." |
Signature(s) _________________________________________________________________________________________________________________________________________________________________
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: _
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