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Nordic Financials ASA — AGM Information 2020
May 8, 2020
3521_rns_2020-05-08_a859a251-ede8-4f42-8ead-9b1838b6b1d4.pdf
AGM Information
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NOTICE OF ORDINARY GENERAL MEETING
The shareholders of Aega ASA are hereby given notice of the ordinary general meeting to be held on 29 May 2020 at 16:30, in the company's offices in Thunes Vei 2 in Oslo.
The Board of Directors has proposed the following agenda:
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- Opening of the meeting by the chairman of the Board and registration of attending shareholders
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- Election of chairperson to lead the meeting and at least one person to co-sign the minutes with the chairman
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- Approval of the notice of meeting and agenda
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- Approval of the annual financial statement and Board of Directors report for 2019
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- Payment to shareholders/ Dividend payment
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- Approval of Auditor's remuneration
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- Remuneration for the members of the Board of Directors and the nomination committee
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- Board of Directors' Corporate Governance Statement
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- Declaration of principles for the Company's remuneration policy for executive management
- 10.Board authorization for capital increase
- 11.Authorization to acquire own shares
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- Election of members to the nomination committee
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- Election of members to the Board of Directors
The Board of Directors' Report, the Financial Statements, the Auditor's Report for 2019 and the nomination committee's proposals will be published on Oslo Børs Newsweb (www.ose.no) and can be obtained from the company latest within May 11, 2020.
There are 48.375.949 outstanding shares in the Company, all shares have one vote. At the time being the Company holds 325.116 own shares.
Shareholders, who wish to be represented at the annual general meeting by proxy, may use the attached proxy form.
Shareholders who own shares in the company through a nominee/share manager, cf. the Norwegian Public Limited Companies Act section 4-10, must contact the nominee/share manager and request to be directly registered in the Norwegian Central Securities Depository ("VPS") if they wish to attend the annual general meeting using their voting rights.
The shareholders who wish to attend the annual general meeting are asked to return the attached notice of attendance to Aega ASA no later than 16:00 CET on May 24, 2020. Shareholders who have not returned the notice of attendance by this date may be denied admission to the general meeting.
Oslo, May 8, 2020 Halldor Christen Tjoflaat Chairman of the Board of Directors
Attachment 1: The Board of Directors' proposal to the general meeting at May 29, 2020.
The Board of Directors has resolved to propose the following to the general meeting.
2. Chairman of the meeting
The Board proposes that Halldor Chr. Tjoflaat is elected chair of the meeting.
5. Payment to shareholders
The Board of Directors proposes that the Annual General Meeting should authorize the Board of Directors to pay a dividend of maximum NOK 0.04 per share. The dividend will be charged the share premium account. The distribution will for tax purposes be considered a repayment of paid-in capital.
7. Remuneration
The nomination committee's has given its recommendation and proposes the following remuneration for the Board of Directors and Nomination Committee from the annual general meeting 2019 to the annual general meeting 2020:
| Chairman | NOK 250,000 |
|---|---|
| Member of the board | NOK 150,000 |
| Chairperson of the nomination committee |
NOK 20,000 |
| Member of the nomination committee | NOK 10,000 |
The Nomination Committee proposes that general meeting makes the following resolution:
For the period from the general meeting in 2020 to the general meeting in 2021, the remuneration should be NOK 250,000 to the Chair of the Board of Directors and NOK 150,000 for the members of the board. For the Chairperson of the nomination committee the fee for the same period should be NOK 20,000 and NOK 10,000 for the remaining members of the nomination committee.
For more information, reference is made to the nomination committee's recommendation made available Oslo Børs Newsweb.
8. Board of Directors' Corporate Governance Statement
The Board of Directors makes reference to the section of the Statutory Directors' Report that includes the corporate governance statement. This statement also satisfies the reporting requirements pursuant to section 3-3b of the Norwegian Accounting Act. The Board of Directors proposes that the general meeting take note of the statement.
9. Declaration of principles for the company's remuneration policy for executive management
The Board of Directors has pursuant to Section 6-16a of the Norwegian Public Limited Companies Act prepared a statement regarding the determination of salary and other remuneration to the executive management of Aega ASA. The statement is included in the annual report for 2019, and is hereby submitted to the company's annual general meeting to be held on 29 May 2020 for approval in accordance with Section 5-6 (3) of the Norwegian Public Limited Companies Act.
10. Board authorization for capital increase
The Board is of the opinion that it ought to renew the authorization to increase the company's share capital, as such authorization gives the Board the necessary flexibility to purchase potential new solar parks or pursue other strategic or financial options, and an authorization is both time and cost efficient in the event of possible future increases in share capital. The board was given such authorization in 2018, and it must be renewed in order to be valid.
The Board has, therefore, decided to propose the following resolutions:
"The General Meeting authorizes the Board of Directors to increase the company's share capital to issue shares:
a. The company's share capital may be increased by up to NOK 20,000,000 by issuing up to 20,000,000 shares, each with a nominal value of NOK 1.00. Increases within these limits may take place in one or more subscriptions, as per the Board's decision.
b. The board of directors will determine the subscription price. The subscription price shall not be lower than NOK 1.20 per share.
c. This authorization is valid until the annual general meeting in 2022, and in any event, no longer than 29 May 2022.
d. The Board may depart from the shareholders' pre-emption right to subscribe for the new shares pursuant to Section 10-4 of the Public Limited Companies Act.
e. The authorization shall also cover a capital increase against non-cash contributions and the right to impose special obligations on the Company, as mentioned in Section 10-2 of the Public Limited Companies Act. The authorization also includes a merger resolution pursuant to Section 13-5 of the Public Limited Companies Act.
f. The shares will be entitled to dividends as from the time they are registered in the Norwegian Register of Business Enterprises.
g. This authorization supersedes current authorizations to increase the company's share capital".
11. Authorization to acquire own shares
The Board of Directors proposes that the Annual General Meeting should authorize the Board of Directors to acquire own shares subject to a limit of 10% of the Company's share capital at the date of the Annual General Meeting's decision to grant the authorization.
On this basis, the Board of Directors proposes that the Annual General Meeting adopts the following proposal:
"The Board of Directors is authorized to acquire own shares. The authorization shall expire on May 29, 2021. The highest total face value of the shares that can be acquired by the company is NOK 4.837.594, which is equivalent to 4.837.594 shares each of face value NOK 1.00. The acquisitions would be within the limits set by the Public Limited Liabilities Companies Act, Section 9-2. The price paid for each share shall be at least NOK 0.10 and no higher than NOK 2.00. The acquisition and disposal of own shares can be carried out to fully or partially pay for acquisition of businesses and to have stock holdings in preparation for such purpose. Shares shall be acquired via the stock exchange or in other ways at market
value and so that general principles for equal treatment of shareholders are respected. The disposal of the company's own shares shall take place in accordance with the purpose of acquiring own shares or on a stock exchange or otherwise at a market price and in compliance with general principles for equal treatment of shareholders."
12. Election of members to the nomination committee
The nomination committee's has given its recommendation and proposes a reelection of the nomination committee, meaning, Chairperson Anders Lillehagen. Fin Serck-Hansen and Steinar Fretheim as members of the nomination committee.
For more information, reference is made to the nomination committee's recommendation made available on Oslo Børs Newsweb (www.ose.no).
13. Election of members to the Board of Directors
The nomination committee's has given its recommendation and propose Chair Halldor Chr. Tjoflaat. and Kristine Malm Larneng, both current members of the Board, to be reappointed as members of the Board, and Jan P. Harto to be appointed as new member of the Board.
For more information, reference is made to the nomination committee's recommendation made available on the Oslo Børs Newsweb (www.ose.no).
Attachment 1: Notice of attendance
If you wish to attend the annual general meeting, please sign and return this notice of participation to:
Aega ASA Thunes Vei 2 0274 Oslo Email: [email protected]
The notice to attend should be received by Aega ASA no later than 16:00 CET on May 24, 2020.
Notice of attendance
I hereby give notice of my attendance at the Aega ASA annual general meeting of shareholders to be held on May 29 2020:
_____________________________________________
| ______as the owner of ____ |
|---|
| ---------------------------------------------------------------------------- |
shares (Name in capital letters) (number of)
Place: Date:
Signature
Attachment 2: Proxy form
If you wish to be represented by a proxy, please sign and return this proxy to: Aega ASA Thunes Vei 2 0274 Oslo
Email: [email protected]
The proxy should be received by Aega ASA no later than 16:00 CET on 24 May 2020.
Proxy form
The undersigned is the owner of ____________ shares (the "Shares") in Aega ASA.
The undersigned hereby gives * __________________________ proxy to represent and vote on my behalf at the Aega ASA ordinary general meeting of shareholders to be held on May 29, 2020.
If the undersigned so desires and the Chairman of the general meeting has been appointed as proxy, the voting instructions below can be used and the Chairman will vote on your behalf in accordance with the instructions.
| Resolution | Vote for |
Vote against |
Do not vote |
|
|---|---|---|---|---|
| 2 | Election of chairperson to lead the meeting and at | |||
| least one person to co-sign the minutes with the | ||||
| chairman | ||||
| 3 | Approval of the notice of meeting and agenda | |||
| 4 | Approval of the annual financial statement and the | |||
| Board of Directors report for 2019 | ||||
| 5 | Payment to shareholders. | |||
| 6 | Approval of Auditor's remuneration | |||
| 7 | Remuneration for the members of the Board of | |||
| Directors and the nomination committee | ||||
| 8 | Board of Directors Corporate Governance Statement | |||
| 9 | Declaration of principles for the company's | |||
| remuneration policy for executive management | ||||
| 10 | Board authorization for capital increase | |||
| 11 | Authorization to acquire own shares | |||
| 12 | Election of members to the nomination committee | |||
| 13 | Election of Board members. |
* If left open, the proxy will be considered granted to the Chairman of the general meeting.
Place/Date: