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Aker Horizons — AGM Information 2024
Sep 23, 2024
3530_rns_2024-09-23_c4919970-dadd-48da-bd9e-d322354b7ba8.pdf
AGM Information
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NOTICE OF EXTRAORDINARY GENERAL MEETING IN AKER HORIZONS ASA
The Board of Directors of Aker Horizons ASA, org. no. 925 978 558 (the "Company") hereby give notice of an extraordinary general meeting in the Company to be held on 14 October 2024 at 14:00 CEST as a virtual meeting at https://dnb.lumiagm.com/176393948.
IMPORTANT MESSAGE:
The Extraordinary General Meeting will be held as a virtual meeting only, with no physical attendance for shareholders. To participate in the general meeting, please log in to: https://dnb.lumiagm.com/ either on your smartphone, tablet or PC. Enter Meeting ID: 176-393-948 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 VPS 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 starts from 13:00. 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 https://akerhorizons.com/investors/shareholder-center/extraordinary-general-meeting/ 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:
- 1. Opening of the general meeting by the person appointed by the Board of Directors to open the meeting (no voting)
- 2. Election of a person to chair the meeting, and a person to sign the minutes of meeting
- 3. Approval of the notice of the meeting and the agenda
- 4. Election of shareholder-elected members of the board of directors
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The shares of the Company and the right to vote for shares
The Company's share capital is NOK 690 348 751 divided into 690 348 751 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 on 7 October 2024 (the record date). Owners of shares held through a custodian must additionally ensure that the Company is notified separately, see below.
The shareholders' rights
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 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.
Participation
The extraordinary general meeting will be held as a digital meeting via Lumi on https://dnb.lumiagm.com/176393948. Click on the link or copy the URL of your browser to attend at the general meeting. Aker Horizons ASA meeting ID will be: 176-393-948.
By participating online via Lumi 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 is available on https://akerhorizons.com/investors/shareholde r-center/extraordinary-general-meeting/.
Shares held in custodian accounts
According to the Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who are responsible for conveying votes, proxies or enrolment. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act register this with the company no later than 2 working days before the general meeting, i.e. no later than 10 October 2024.
Proxy with or without voting instructions
Instead of participating online, shareholders may prior to the extraordinary 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 https://akerhorizons.com/investors/sharehold er-center/extraordinary-general-meeting/ 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 10 October 2024 at 14:00 CEST.
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.
Voting by means of electronic communication prior to the general meeting
Instead of participating online, shareholders may prior to the extraordinary general meeting vote in advance electronically on each agenda item via the Company's website
https://akerhorizons.com/investors/shareholde r-center/extraordinary-general-meeting/ or via "Investortjenester" (Investor services) (PIN code and reference number from this notice of general meeting is required). The deadline for prior voting is 10 October 2024 at 14:00 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.
This notice and the enclosed form for notice of attendance/proxy will also be made available on
https://akerhorizons.com/investors/sharehol der‐center/extraordinary‐general‐meeting/ .
Any shareholder who wants to receive the documents can contact the investor relations department. Contact data is available at: https://akerhorizons.com/investors/investorcontact/.
Electronic Investor Information and change of address
Aker Horizons ASA urges shareholders to receive investor messages from the Norwegian Central Securities Depository (Euronext Securities Oslo) 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 https://investor.vps.no/garm/auth/login.
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The following documents will be available on https://akerhorizons.com/investors/shareholde r-center/extraordinary-general-meeting/:
- ‐ this notice and the enclosed form for proxy
- ‐ the Board of Directors' proposed resolutions for the extraordinary general meeting for the items listed above
- ‐ the Nomination Committee's Recommendation on Election of shareholder-elected members to the Board of Directors
- ‐ guidelines for online participation
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Date: 23 September 2024 The Board of Directors of Aker Horizons ASA
Enclosure: Proxy form