Pre-Annual General Meeting Information • Sep 7, 2020
Pre-Annual General Meeting Information
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The board of directors hereby calls an extraordinary general meeting in Aker Carbon Capture AS, org. no. 925 355 496, on September 23, 2020 at 11:00h CEST at Oksenøyveien 8, 1366 Lysaker, Norway. Oksenøyveien 8 is part of the Aker Square (NO. Akerkvartalet) at Fornebu, and is the building facing Snarøyveien.
Registration of attendance will open from 10:30h at the day of the general meeting. The following matters are on the agenda:
The company's share capital is NOK 566,060,400 divided into 566,060,400 shares each having a par value of NOK 1. There are no limitations for voting rights set out in the articles of association, however, no voting rights may be exercised for the company's own shares (treasury shares) or for shares held by the company's subsidiaries. As per the date hereof, the company holds no own shares. Each share is entitled to one vote.
Each shareholder has the right to vote for the number of shares owned by the shareholder and registered on an account in the Norwegian Central Securities Depository (VPS) belonging to the shareholder at the time of the general meeting.
If a shareholder has acquired shares and the share acquisition has not been registered with the Norwegian Central Securities Depository at the time of the general meeting, voting rights for the acquired shares may only be exercised if the acquisition is reported to the Norwegian Central Securities Depository and proven at the general meeting. In case of ownership transfer, the parties may agree that the seller can exercise the shareholder rights until the rights have been assumed by the acquirer.
Voting rights on shares registered in VPS accounts belonging to custodians may from the company's point of view, not be exercised, neither by the beneficial owner nor the custodian. However, the beneficial owner of the shares may exercise voting rights if he proves that he has taken the necessary actions to terminate the custodianship of the shares and that the shares will be transferred to an ordinary VPS account in the name of the owner. If the owner can prove that he has initiated such measures and that he has a real shareholder interest in the company, he may, in the opinion of the company, vote for the shares even if they are not yet registered in an ordinary VPS account.
A shareholder cannot demand that new items are added to the agenda when the deadline for such request has expired, cf. section 5-11 second sentence of the Norwegian Private Limited Liability Companies Act. A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the general meeting.
A shareholder has the right to require board members and the general manager to provide necessary information to the general meeting that may affect the consideration of:
If additional information is necessary, and an answer cannot be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available to the shareholders at the company's premises and be sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.
Shareholders who wish to participate at the general meeting, either in person or by proxy, are encouraged to notify the company of their attendance no later than September 21, 2020 at 16:00h CEST. Notification of attendance can be given via "Investortjenester" (VPS Investor services), a service offered by most registrars in Norway, or by completing and returning the enclosed attendance form scanned by email to [email protected], or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Notification of attendance should be received no later than the deadline stated above. Proxy with or without voting instructions can, if desirable, be given to the chairman of the board of directors, Henrik O. Madsen, or the person he appoints.
A shareholder who is not able to be present at the general meeting, may prior to the general meeting cast a vote electronically on each agenda item via the company's website www.akercarboncapture.com or via "Investortjenester" (Investor services) (PIN code and reference number from this notice of general meeting is required). The deadline for prior voting is September 21, 2020 at 16:00h CEST. Up until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered withdrawn should the shareholder attend the general meeting in person or by proxy.
September 7, 2020
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Aker Carbon Capture AS The Board of Directors
The following documents will be available on www.akercarboncapture.com:
Any shareholder who wants to receive the documents can contact the investor relations department – contact data is available at www.akercarboncapture.com > Investors > Scroll down to " IR Contact" > Click "Contact us" > fill in name, email address and message > press "Send".
Ref no: PIN code:
The extraordinary general meeting of Aker Carbon Capture AS will be held on September 23, 2020 at 11:00h CEST at the offices of Aker Carbon Capture, Oksenøyveien 8, 1366 Lysaker, Norway (part of the Aker Square).
If the above-mentioned shareholder is an enterprise, it will be represented by: ____________________________________
Name of enterprise's representatives (To grant a proxy, use the form below)
The undersigned will attend the extraordinary general meeting on September 23, 2020 and vote for:
own shares other shares in accordance with enclosed proxy A total of shares
IMPORTANT NOTICE: Due to the outbreak of the COVID-19 coronavirus, shareholders are encouraged to avoid personal attendance at the general meeting and instead vote electronically in advance of the meeting or alternatively attend by way of granting a proxy to the chairman of the company by using this proxy form.
This notice of attendance should be received by DNB Bank ASA no later than 16:00h CEST on September 21, 2020. Notice of attendance may be sent electronically through VPS Investor Services. Advance votes may only be cast electronically, through the company's website www.akercarboncapture.com or through VPS Investor Services. To access the electronic system for notification of attendance and advance voting through the company's website, the above-mentioned reference number and PIN code must be stated.
It may also be sent by e-mail: [email protected]. Post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
| _________ Place |
Date | _____________ Shareholder's signature (If attending personally. To grant a proxy, use the form below) |
||
|---|---|---|---|---|
| Proxy (without voting instructions) | Ref no: | PIN code: |
This form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to page 2.
If you are unable to attend the extraordinary general meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chair of the Board of Directors or a person authorised by him. The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 16:00h CEST on September 21, 2020.
The proxy may be sent electronically through VPS Investor Services. It may also be sent by e-mail: [email protected] or by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
The undersigned ___________________________ hereby grants (tick one of the two):
the Chair of the Board of Directors (or a person authorised by him), or
_____________________________________________
Name of proxy holder (in capital letters)
a proxy to attend and vote my/our shares at the extraordinary general meeting of Aker Carbon Capture AS on September 23, 2020.
___________________________ ______________ _________________________________________
Place Date Shareholder's signature (Signature only when granting a proxy)
With regard to rights of attendance and voting, reference is made to the Norwegian Private Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the extraordinary general meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by him.
The proxy form should be received by DNB Bank ASA, Registrar's Department, no later than 16:00h CEST on September 21, 2020.
It may be sent by e-mail: [email protected] or by post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
The undersigned: __________________________________ hereby grants (tick one of the two):
the Chair of the Board of Directors (or a person authorised by him), or
____________________________________
Name of proxy holder (in capital letters)
a proxy to attend and vote my/our shares at the extraordinary general meeting of Aker Carbon Capture AS on September 23, 2020.
The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor, in addition to or replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.
| # | Agenda for the Extraordinary General Meeting | For | Against | Abstention |
|---|---|---|---|---|
| 1 | Opening of the general meeting (no voting item) | ______ | _ | _____ |
| 2 | Election of a person to chair the meeting, and a person to sign the minutes of meeting together with the chairman |
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| 3 | Approval of the notice of the meeting and the agenda | |||
| 4 | Election of new members to the board of directors | |||
| 5 | Authorisation to acquire own shares in connection with acquisitions, mergers, de-mergers or other transactions |
|||
| 6 | Authorisation to acquire own shares in connection with any future share program for employees |
|||
| 7 | Authorisation to acquire own shares for the purpose of investment or subsequent sale or deletion of shares |
___________________________ ______________ _________________________________________ Place Date Shareholder's signature (Only for granting proxy with voting instructions)
With regard to rights of attendance and voting, reference is made to the Norwegian Private Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
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