AGM Information • Aug 1, 2025
AGM Information
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To holders of Sponsored Norwegian Depository Receipts ("SNDRs") in:
Notice is hereby given that the Annual General Meeting (the "AGM") of the shareholders (the "Shareholders") of Bruton Limited (Ticker: "BRUT", the "Company") will be held on Tuesday, August 12, 2025 at 2:00 p.m. Bermuda time via a Microsoft Teams meeting generated from the Company's registered offices at 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda.
The AGM is called for the agenda and purposes set out in Schedule 1 hereto.
Your beneficial holding of shares in the Company is registered in the Norwegian Central Securities Depository (the "VPS") as SNDRs. The registered holder of the corresponding number of underlying common shares in the Company is Equro Issuer Services AS (the "Registrar"). As such, your voting at the AGM must be executed through the Registrar as nominal holder of the underlying common shares. To vote in the AGM, please complete the voting instruction form included in Schedule 2 hereto and return a copy to the Registrar as instructed therein no later than Friday, August 8, 2025.
Holders of SNDRs also wishing to attend the AGM can contact the Company Secretary, Mi Hong Yoon at [email protected] to receive the meeting link ahead of the AGM. Should you also wish to cast your votes directly in the AGM instead of instructing the Registrar as indicated above, please contact the Registrar to obtain a proxy to do so and provide the same to the Company Secretary no later than two business days prior to the AGM.
Any questions in respect of this notice or the matters on the agenda may be directed to Mr. Gunnar Eliassen, the Company's Contracted CEO at [email protected]. This notice is sent to the holders of SNDRs on record as of the close of business on the date hereof (the "Record Date"), also being the SNDR holders eligible to instruct the Registrar to vote for their respective underlying common shares.
July 30, 2025
For the Board of Directors
Bjørn Isaksen Director and Chairman
The AGM is called for the following purposes:
To receive the audited consolidated financial statements of the Company for the year ended December 31, 2024.
To consider the following Company proposals:
The Board has fixed the close of business on Wednesday July 30, 2025, as the record date for the determination of the shareholders entitled to receive notice of and to vote at the AGM or any adjournment thereof.
Each of the resolutions set out in item 1-2 above will require the affirmative vote of a simple majority of the votes cast.
In accordance with Section 84 of the Bermuda Companies Act 1981, as amended, the audited consolidated financial statements of the Company for the year ended December 31, 2024, will be presented at the AGM. These statements have been approved by the Directors of the Company. There is no requirement under Bermuda law that such statements be approved by the Shareholders, and no such approval will be sought at the AGM.
The 2024 Annual Report for the Company was published on 31 March 2025, and is available on the Company's website at: https://bruton-ltd.com/investor-relations/financial-information-reports/, or Shareholders can request a hard copy free of charge upon request.
Reference is made to the notice of an annual general meeting in the Company dated July 30, 2025 (the "Notice"). Capitalized terms defined in the Notice shall have the same meaning when used herein.
I/We ……………………………………………………………………………………………………… (name of SNDR holder)
being (a) holder(s) of ………………………………… SNDRs each representing the ownership of one share in the Company on the Record Date hereby instruct Equro Issuer Services AS (the "Registrar") to submit the below votes for the underlying common shares my/our SNDRs represent and to authorise the Chairperson of the Board of Directors of the Company, or another representative deemed appropriate by the Registrar, (any such person, the "Representative") to cast the instructed votes in the AGM.
For the votes to be cast according to this voting instruction, it must be completed and sent to the Registrar at its email address "[email protected]" by no later than August 8, 2025.
(Please indicate with an X in the spaces provided how you wish your vote(s) to be cast on a poll. Should this card be returned duly signed, but without a specific direction, the Registrar or its Representative will vote or abstain at his discretion.)
| Proposals | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | To approve the Board's proposal to; | |||
| a) set the maximum number of Directors to be not more than five; | ||||
| b) resolve that vacancies in the number of Directors be designated as casual vacancies and that the Board of Directors be authorized to fill such vacancies as and when it deems fit; |
||||
| c) re-appoint Mr. Bjørn Isaksen as a Director of the Company; | ||||
| d) re- appoint Ms. Mi Hong Yoon as a Director of the Company; | ||||
| e) re-appoint Patrick Schorn as a Director of the Company; | ||||
| 2. | To re-appoint PricewaterhouseCoopers AS as the Company's auditor and to authorise the Directors to determine their remuneration. |
Date: _________________
Signature: 1 ____________________________
1 In case of a legal entity which is not an individual person, the voting instruction must be signed in accordance with registered signatory rights or otherwise pursuant to a valid power of attorney.
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