Pre-Annual General Meeting Information • Mar 18, 2022
Pre-Annual General Meeting Information
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The board of directors hereby calls the annual general meeting in Aker Carbon Capture ASA, org. no. 925 355 496 (the "Company"), on April 19, 2022 at 16:00h (CET) as a virtual meeting at www.web.lumiagm.com/137672674
The Annual General Meeting will be held as a digital meeting only, with no physical attendance for shareholders. To participate in the general meeting, please log in to: https://web.lumiagm.com either on your smartphone, tablet or PC. Enter Meeting ID: 137-672-674 and click Join. You must then identify yourself with the reference number and PIN code from VPS for the general meeting that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for non-electronic actors).
You will have the opportunity to log in one hour before the general meeting start from 15:00h. Shareholders must be logged in before the general meeting starts.
Shareholders are welcome to contact DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30) or send an e-mail to [email protected] if they need their reference number and PIN code or if they have technical questions. Shareholders may find an online guide on the Company's website www.akercarboncapture.com describing how shareholders can participate in the virtual meeting. Shareholders may choose to vote in advance or by proxy as described in this notice.
The following matters are on the agenda:
10. Election of shareholder-elected members of the Board of Directors
11. Remuneration of the Board of Directors and audit committee
***
The Company's share capital is NOK 604,242,218 divided into 604,242,218 shares each having a par value of NOK 1. Each share is entitled to one vote at the general meeting. 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 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, cf. the Norwegian Public Limited Liability Companies Act section 4-10, 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 Public 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 approval of the annual accounts and the annual report and the consideration of matters submitted to shareholders for decision. The same applies to information regarding the Company's financial condition including information on other companies in which the company participates and other matters to be addressed at the general meeting, unless the information required cannot be disclosed without causing disproportionate harm to the Company.
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.
The annual general meeting will be held as a digital meeting via Lumi AGM on
www.web.lumiagm.com/137672674. Click on the link or copy the URL of your browser to attend at the general meeting. Aker Carbon Capture ASA meeting ID will be: 137-672-674.
By participating online via Lumi AGM shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in English). No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. Note that it will not be possible to log on to the meeting after it has started. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.
Secure identification of shareholders will be done using the PIN code and reference number listed on the attached form or on the shareholder's account in VPS Investor Services.
More information and guideline regarding digital participation via Lumi AGM is available on www.akercarboncapture.com.
Instead of participating online, shareholders may prior to the annual general meeting vote in advance by proxy. Proxy with or without voting instructions can, if desirable, be given the Chair of the Board of Directors, or the person he appoints. Shareholders who wish to participate at the general meeting by proxy without voting instructions are encouraged to register the proxy through the Company's website www.akercarboncapture.com or to send the proxy electronically via "Investortjenester" (VPS Investor services), a service offered by most registrars in Norway, or by completing and returning the enclosed proxy 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. Proxy forms should be received no later than April 18, 2022 at 16:00h CET.
Proxies with voting instructions to the Chair of the Board of Directors cannot be submitted electronically and must be sent by e-mail to [email protected] or by regular mail to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. For instruction to other proxy holders, submit a proxy without voting instructions and agree directly with the proxy holder how votes should be cast.
Instead of participating online, shareholders may prior to the annual general meeting vote in advance 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 April 18, 2022 at 16:00h CET. 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.
This notice and the enclosed form for notice of proxy will also be made available on
Any shareholder who wants to receive the documents can contact the investor relations department – contact data is available at
https://www.akercarboncapture.com/investors > Investors > Scroll down to "IR Contact" > Find email addresses below.
Aker Carbon Capture urges shareholders to receive investor messages from the Norwegian Central Securities Depository (Euronext VPS) electronically, both from an environmental and cost perspective.
To receive investor information electronically, including invitations to general meetings and change of address, visit your online bank or euronextvps.no (log in via myVPS in the top-right corner).
The following documents will be available on www.akercarboncapture.com:
Date: March 18, 2022 AKER CARBON CAPTURE ASA The Board of Directors
Enclosure: Proxy
Ref no: PIN code:
An annual general meeting of Aker Carbon Capture AS will be held on April 19, 2022 at 16:00h CET as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: and vote for the number of shares owned per Record Date: 18 April 2022.
The Annual General Meeting will be held as a digital meeting only, with no physical attendance for shareholders. Please log in to: www.web.lumiagm.com/137672674
Enter Meeting ID: 137-672-674 and click Join. You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – click ISIN) or sent you by post (for non-electronic actors). Shareholders can also get their reference number and PIN code by contacting DNB Bank Verdipapirservice by phone +47 23 26 80 20 or by email [email protected]. Shareholders must be logged in before the general meeting starts.
On the company's web page www.akercarboncapture.com you will find an online guide describing more in detail how you as a shareholder can participate in the virtual meeting.
Advance votes may only be executed electronically, through the Company's website www.akercarboncapture.com (use Ref.no. and PIN Code above) or through VPS Investor Services (where you are identified and do not need Ref.no. and PIN Code). Chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.
Shareholders are only allowed to participate online. No pre-registration is required. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before.
If you are unable to attend the annual general meeting, this proxy may be used by a person authorised by you. If you send the proxy without naming the proxy holder the proxy will be given to the Chair of the Board of Directors or a person authorised by him.
Proxy should be registered through the Company's website www.akercarboncapture.com or sent electronically through VPS Investor Services. For granting proxy through the Company's website, the above-mentioned reference number and PIN code must be stated.
In VPS Investor Services choose Corporate Actions - General Meeting – ISIN.
Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.
Alternatively, the proxy may be sent by e-mail to [email protected] or by regular mail to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. The form must be dated and signed in order to be valid.
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 annual general meeting of Aker Carbon Capture AS on April 19, 2022.
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 Public 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.
The undersigned Ref no:
This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the annual 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. For instruction to other proxy holders, submit a proxy without voting instructions and agree directly with the proxy holder how votes should be cast. Alternatively, you may vote electronically in advance, see separate section above.
Proxies with voting instructions to Chair of The Board of Directors cannot be submitted electronically, and must be sent by e-mail to [email protected] or by regular mail to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
The proxy form should be received by DNB Bank ASA, Registrar's Department, no later than 16:00h CET on April 18, 2022.
hereby grants the Chair of the Board of Directors (or the person authorised by him) proxy to attend and vote for my/our shares at the annual general meeting of Aker Carbon Capture AS on April 19, 2022.
The votes shall be exercised in accordance with the instructions below. Please note that if any items below are left blank (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 their 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 Annual General Meeting | For | Against | Abstention |
|---|---|---|---|---|
| 1. | Opening of the general meeting by the person appointed by the Board of | ______ | _ | _____ |
| Directors to open meeting (no voting) | ||||
| 2. | Election of a person to chair the meeting, and a person to sign the minutes of | | | |
| meeting together with the chairman of the meeting | ||||
| 3. | Approval of the notice of the meeting and the agenda | | | |
| 4. | Approval of the 2021 annual accounts of Aker Carbon Capture ASA and Annual | | | |
| Report | ||||
| 5. | Consideration of the Board of Directors' Corporate Governance Report (no voting) | ______ | _ | _____ |
| 6. | Determination of remuneration of the auditor | | | |
| 7. | Election of auditor | | | |
| 8. | Approval of remuneration guidelines | | | |
| 9. | Advisory vote on the remuneration report | | | |
| 10. | Election of shareholder-elected members of the Board of Directors | | | |
| 11. | Remuneration of the Board of Directors and audit committee | | | |
| 12. | Remuneration of the members of the nomination committee | | | |
| 13. | Authorisation to the Board of Directors to increase the share capital | | | |
| 14. | Authorisation to the Board of Directors for acquisition of treasury shares in | |||
| connection with acquisitions, mergers, de-mergers or other transactions | | | | |
| 15. | Authorisation to the Board of Directors for acquisition of treasury shares in | | | |
| connection with share purchase and incentive programs for employees | ||||
| 16. | Authorisation to the Board of Directors for acquisition of treasury shares for the | | | |
| purpose of investment or for subsequent sale or deletion of such shares |
___________________________ ______________ _________________________________________ Place Date Shareholder's signature
(Signature only when granting a proxy with voting instructions)
With regard to rights of attendance and voting, reference is made to the Norwegian Public 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.
The general meeting will be opened by the chairman of the Board of Directors, Henrik Overgaard Madsen, or the person he appoints.
The Board of Directors proposes that the general meeting passes the following resolution:
The chairman, or the person he appoints, is elected to chair the meeting. Pernille Brente is elected to co-sign the minutes."
The Board of Directors proposes that the general meeting passes the following resolution:
"The general meeting approves the notice and agenda for the meeting."
The Annual Report of 2021, which consists of the annual accounts, the auditor's report of 2021 and the Corporate Governance Report, is available at the Company's website www.akercarboncapture.com.
The Board of Directors proposes that the general meeting passes the following resolution:
"The General Meeting adopts the 2021 annual accounts and annual report of Aker Carbon Capture ASA, including the proposal from the Board of Directors that no dividend shall be distributed."
The Corporate Governance Report is available at the Company's website www.akercarboncapture.com. The Board of Directors proposes that the Corporate Governance Report is presented to the general meeting for consideration.
The Board of Directors proposes that the general meeting passes the following resolution:
"The General Meeting resolves to approve the auditor's fee of NOK 250,000 for the audit of Aker Carbon Capture ASA for 2021. In addition, the Company has paid fees to KPMG related to other services than audit of NOK 458,000."
The Board of Directors proposes that the general meeting passes the following resolution based on the proposal from the audit committee which is available at the Company's website www.akercarboncapture.com:
"The General Meeting resolves to appoint PriceWaterhouseCoopers AS, org. no. 987 009 713, Dronning Eufemias gate 71, 0194 OSLO, as the auditor of the Company".
In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared guidelines for remuneration of executives in Aker Carbon Capture ASA. The remuneration guidelines are available at the Company's website www.akercarboncapture.com. The Board of Directors proposes that the general meeting passes the following resolution:
"The General Meeting resolves to approve the guidelines for remuneration of executive management of Aker Carbon Capture ASA".
In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a report on the awarded and due salary and remuneration of executive management of the Company for 2021. The remuneration report is available at the Company's website www.akercarboncapture.com.
The Board of Directors will present the remuneration report to the general meeting for advisory vote and proposes that the general meeting passes the following resolution:
"The General Meeting endorses the remuneration report."
The proposal from the nomination committee is available at the Company's website www.akercarboncapture.com. The Board of Directors proposes that the general meeting passes the following resolution based on the proposal from the nomination committee:
"Henrik Overgaard Madsen, Øyvind Eriksen and Kjell Inge Røkke have notified the nomination committee that they would like to step down from their positions as chairman, director and deputy director, respectively.
The nomination committee proposes that Kristian Røkke is elected as the new chairman of the Board for a period of two years and that Bent Christensen is elected as a new director of the Board for a period of two years.
Furthermore, the nomination committee proposes that the number of shareholderelected directors is reduced from seven to six members and that no new deputy director is elected.
After the resolution, the persons listed below shall hereby constitute the Company's Board of Directors elected by the shareholders:
The recommendations of the nomination committee are available at the Company's web site www.akercarboncapture.com. The Board of Directors proposes that the general meeting passes the following resolution based on the proposal from the nomination committee:
"The board members' annual remuneration from the annual general meeting 2021 until the annual general meeting 2022 shall be:
It was noted that employees of Aker companies do not receive the remuneration personally, but that payment is made to their respective employer company."
The recommendations of the nomination committee are available at the Company's web site www.akercarboncapture.com. The Board of Directors proposes that the general meeting passes the following resolution based on the proposal from the nomination committee:
"The remuneration rates for the period from the annual general meeting 2021 until the annual general meeting 2022 shall be set as follows:
• NOK 40,000 for each member.
It was noted that employees of Aker companies do not receive the remuneration personally, but that payment is made to their respective employer company."
The Board of Directors propose that the general meeting grants the Board with an authorisation to increase the share capital limited to a nominal value of 20% of the current share capital in connection with future capital raises, without the need to call for a general meeting. Such authorisation will give the Board of Directors the necessary flexibility and
possibility to act promptly in the event of future capital raises to be able to strengthen the Company's equity if needed.
The purpose of the authorisations implies that the preferential rights for existing shareholders to subscribe for new shares can be set aside if the authorisations are used.
On this basis, the Board of Directors proposes that the general meeting passes the following resolution:
The Company's Board of Directors is authorised to increase the share capital pursuant to the Norwegian Public Limited Liability Companies Act section 10-14, on the following conditions
The Board of Directors proposes that the general meeting grants the Board of Directors an authorisation to acquire treasury shares with an aggregate nominal value of up to approximately 10% of the Company's share capital. The authorisation may only be used for the purpose of using the Company's shares as consideration in connection with acquisitions, mergers, de-mergers or other transactions.
On this basis, the Board of Directors proposes that the general meeting passes the following resolution:
"(a) The Company's Board of Directors is authorised to acquire own shares in the Company up to 10% of the share capital (with an aggregate nominal value of NOK 60,424,221). The power of attorney also provides for agreements regarding pledges over its own shares.
Confidential © 2022 Aker Carbon Capture ASA Page 4 of 6
(b) The highest and lowest purchase price for each share shall be NOK 200 and NOK 1, respectively. The power of attorney may only be used for the purpose of utilizing the Company's shares in connection with acquisitions, mergers, de-mergers or other transactions. The Board is otherwise free to decide the method of acquisition and disposal of the Company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
(c) The power of attorney is valid until the annual general meeting in 2023, however not after June 30, 2023."
The general meeting shall vote over three authorisations for acquisition of treasury shares, see agenda item 14, 15 and 16. Each of the authorisations are structured to allow acquisition of treasury shares up to 10% of the share capital. For the avoidance of doubt, the authorisations do not allow acquisition of treasury shares for the limits combined up to 30% in total. The three authorisations cannot be exercised, together or individually, in a way where the Company's holding of treasury shares at any time exceeds 10% of the Company's share capital, including any existing holdings of treasury shares prior to the transaction(s).
The Board of Directors proposes that the general meeting grants the Board of Directors an authorisation to acquire treasury shares with an aggregate nominal value of up to approximately 10% of the Company's share capital. The authorisation may only be used for the purpose of sale and/or transfer to employees in the Company as part of the share program for such employees, as approved by the Board of Directors. The Board of Directors proposes that the general meeting passes the following resolution:
"(a) The Board is authorised to acquire own shares in the Company up to 10% of the share capital (with an aggregate nominal value of NOK 60,424,221). The power of attorney also provides for agreements regarding pledges over its own shares.
(b) The highest and lowest purchase price for each share shall be NOK 200 and NOK 1, respectively. The power of attorney may only be used for the purpose of sale and/or transfer to employees as part of the Company's share purchase and incentive programs, as approved by the Board of Directors. The Board is otherwise free to decide the method of acquisition and disposal of the Company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act."
(c) The power of attorney is valid until the annual general meeting in 2023, however not after June 30, 2023."
The general meeting shall vote over three authorisations for acquisition of treasury shares, see agenda item 14, 15 and 16. Each of the authorisations are structured to allow acquisition of treasury shares up to 10% of the share capital. For the avoidance of doubt, the authorisations do not allow acquisition of treasury shares for the limits combined up to 30% in total. The three authorisations cannot be exercised, together or individually, in a way where the Company's holding of treasury shares at any time exceeds 10% of the Company's share capital, including any existing holdings of treasury shares prior to the transaction(s).
The Board of Directors proposes that the general meeting grants the board the authorisation to acquire treasury shares with an aggregate nominal value of up to approximately 10% of the Company's share capital. The authorisation may only be used for the purpose of purchasing treasury shares for investment purposes or for subsequent sale or deletion of such shares. The Board of Directors proposes that the general meeting passes the following resolution:
"(a) The Board is authorised to acquire own shares in the Company up to 10% of the share capital (with an aggregate nominal value of NOK 60,424,221). The power of attorney also provides for agreements regarding pledges over its own shares.
(b) The highest and lowest purchase price for each share shall be NOK 200 and NOK 1, respectively. The power of attorney may only be used for the purpose of investment or for subsequent sale or deletion of such shares. The Board is free to decide the method of acquisition and disposal of the Company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
(c) The power of attorney is valid until the annual general meeting in 2023, however not after June 30, 2023."
The general meeting shall vote over three authorisations for acquisition of treasury shares, see agenda item 14, 15 and 16. Each of the authorisations are structured to allow acquisition of treasury shares up to 10% of the share capital. For the avoidance of doubt, the authorisations do not allow acquisition of treasury shares for the limits combined up to 30% in total. The three authorisations cannot be exercised, together or individually, in a way where the Company's holding of treasury shares at any time exceeds 10% of the Company's share capital, including any existing holdings of treasury shares prior to the transaction(s).
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