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Aker Horizons — AGM Information 2025
May 15, 2025
3530_rns_2025-05-15_dacb1df5-be0d-44e2-9187-1ddf40caa3c4.pdf
AGM Information
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NOTICE OF EXTRAORDINARY GENERAL MEETING IN AKER HORIZONS ASA
The Board of Directors hereby calls an extraordinary general meeting in AKER HORIZONS ASA, org. no. 925 978 558 (the "Company"), on 6 June 2025 at 12:00 CEST as a digital meeting at https://dnb.lumiagm.com/161745758.
IMPORTANT MESSAGE:
The Extraordinary 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://dnb.lumiagm.com/ either on your smartphone, tablet or PC. Enter Meeting ID: 161-745-758 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 at 12:00 CEST. Shareholders must be logged in before the general meeting starts. If you are not logged in before the meeting starts, you will be granted access but without the right to vote.
Shareholders are welcome to contact DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30 CEST) 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/shareholdercenter/general-meetings/ describing how they can participate in the digital 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 the meeting
- 3. Approval of the notice of the meeting and the agenda
- 4. Share capital decrease
- 5. Distribution of dividend-in-kind
- 6. Authorisation to the Board of Directors to approve distribution of dividend-in-kind
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 30 May 2025 (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 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, provided that such alternative proposals lie within the scope of matters on the agenda.
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 AGM on https://dnb.lumiagm.com/. Click on the link or copy the URL of your browser to attend at the general meeting. Aker Horizons ASA meeting ID will be: 161-745-758.
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 the live webcast (in English). No preregistration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. If you are not logged in before the meeting starts, you will be granted access, but without the right to vote. Note that the same applies for shareholders of custodian-registered shares who have not registered enrolment by the registration deadline, 4 June 2025 at 16:00 CEST. 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 the digital participation via Lumi AGM is available on https://akerhorizons.com/investors/shareholdercenter/general-meetings/.
Shares held in custodian accounts
For shareholders owning shares through a custodian in the VPS, this notice is sent to custodians who shall pass on the notice to shareholders for whom they hold shares, cf. Section 1-8 of the Public Limited Liability Companies Act, as well as regulations on intermediaries covered by the Central Securities Act Section 4-5 and related implementing regulations. 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 with the Company no later than 2 working days before the general meeting, i.e. no later than 4 June 2025 at 16:00 CEST.
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 to 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/shareholder‐ center/general‐meetings/ 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 must be received no later than 4 June 2025 at 16:00 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/shareholder-
center/general-meetings/ or via "Investortjenester" (Investor services) (PIN code and reference number from this notice of the general meeting is required). The deadline for prior voting is 4 June 2025 at 16:00 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/shareholdercenter/general-meetings/.
Any shareholder who wants to receive the documents can contact the investor relations department. Contact data is available at: https://akerhorizons.com/investors/investor-contact/.
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 (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 https://investor.vps.no/garm/auth/login.
***
The following documents will be available on https://akerhorizons.com/investors/shareholdercenter/general-meetings/:
- ‐ This notice and the enclosed proxy form
- ‐ The Board of Directors' proposed resolutions for the extraordinary general meeting
- ‐ Confirmation from the Company's auditor, cf. Section 12-2 (2) of the Public Limited Liability Companies Act
- ‐ Guidelines for online participation
***
Date: 15 May 2025 AKER HORIZONS ASA The Board of Directors
Enclosures:
‐ The proxy form
Ref no: PIN code:
Notice of Extraordinary General Meeting
The extraordinary general meeting of Aker Horizons ASA will be held on 6 June 2025 at 12:00 CEST as a digital meeting only.
The shareholder is registered with the following amount of shares at summons: _____________________ and vote for the number of shares registered in Euronext Securities Oslo (VPS) per the Record Date: 30 May 2025.
The deadline for registration of advance votes, proxies and instructions is: 4 June 2025 at 16:00 CEST.
Electronic registration:
Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
Step 1 – Register during the enrollment/registration period:
- Either through the company's website https://akerhorizons.com/investors/shareholder-center/general-meetings/ using a reference number and PIN – code (for those of you who receive the notice by post-service), or
- Log in through VPS Investor services; available at www.investor.vps.no/garm/auth/login or through own account manager (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:
"Enroll" - There is no need for registration for online participation, enrollment is not mandatory
"Advance vote" - If you would like to vote in advance of the meeting
"Delegate Proxy" - Give proxy to the Chair of the Board of Directors or another person
"Close" – Press this if you do not wish to register
Step 2 – The general meeting day:
Online participation: Please login through https://dnb.lumiagm.com/161745758. You must identify yourself using the reference number and PIN – code from VPS – see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00 – 15:30 CEST).
On the company's web page https://akerhorizons.com/investors/shareholder-center/general-meetings/ you will find an online guide describing more in detail how you as a shareholder can participate in the digital meeting.
If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.
vote)
Ref no: PIN-code:
Form for submission by post or e-mail for shareholders who cannot register electronically.
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or, by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. The scanned forms must be received no later than the registration deadline, 4 June 2025 at 16:00 CEST. If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender themselves secure the e-mail.
__________________________________ shares would like to be represented at the general meeting in Aker Horizons ASA as follows (mark off): ☐ Open proxy to the Chair of the Board of Directors or the person he authorizes (do not mark the items below) ☐ Proxy with voting instructions to the Chair of the Board of Directors or the person he authorizes (mark "For", "Against" or "Abstain" on the individual items below) ☐ Advance votes (mark «For», «Against» or «Abstain» on the individual items below) ☐ Open proxy to: (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to
___________________________________________________________________ Enter the proxy solicitor's name in the block letters. If no name is stated, the proxy will be deemed given to the Chair of the Board of Directors or the person he appoints.
Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00 – 15:30 CEST) for login details.
Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the Board of Directors' recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposals in the notice, the proxy determines the voting.
| # | Agenda for the Extraordinary General Meeting | For | Against | Abstain |
|---|---|---|---|---|
| 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 the meeting |
| | |
| 3. | Approval of the notice of the meeting and the agenda | | | |
| 4. | Share capital decrease | | | |
| 5. | Distribution of dividend-in-kind | | | |
| 6. | Authorisation to the Board of Directors to approve distribution of dividend-in kind |
| | |
Place Date Shareholder's signature
___________________________ ______________ _________________________________________
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.