Pre-Annual General Meeting Information • May 24, 2022
Pre-Annual General Meeting Information
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In accordance with Article 7.7 of the Articles of Association, notice is hereby given of the extraordinary general meeting of Asetek A/S to be held on:
Asetek A/S is a Danish company and is subject to the Danish Companies Act.
The Nomination Committee proposes the election of the following member:
a) Maja Sand-Grimnitz
The Board of Directors agrees to the Nomination Committee's above proposal.
Information on the nominated candidate is available on the Company's website ir.asetek.com/governance/board-ofdirectors.
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The proposal can be adopted by a simple majority of votes.
The Company's share capital is DKK 2,700,013.40 divided into shares of DKK 0.10 or any multiple thereof. Each share of a nominal value of DKK 0.10 carries one vote (see Article 9.1 of the Articles of Association).
Pursuant to Article 9.4 of the Articles of Association, a shareholder's right to participate in the general meeting and the number of votes, which the shareholder is entitled to cast, is determined in accordance with the number of shares held by such shareholder on 8 June 2022 (the "registration date").
The number of shares held by each shareholder is determined on the basis of (i) the shareholdings registered in the name of the respective shareholder in the shareholders' register at the registration date and (ii) in accordance with any notifications (along with proper documentation) of shareholdings received no later than on the registration date, but not yet registered, by the Company in the shareholders' register.
Shares held in the name of a depository-/ nominee bank: Any shareholders wishing to exercise their rights in connection with the general meeting and which are registered in the shareholders' register in the name of their respective depository-/ nominee bank (i.e. not being registered in their own name) are encouraged to contact their respective depository- /nominee bank well in advance of the registration date to ensure that correct and sufficient notification and documentation is received by the Company no later than on the registration date.
The shareholders' right to attend the general meeting is further subject to the shareholders' notice of attendance (described below).
A shareholder or its proxy wishing to attend the general meeting must give notice of their participation using the Notice of Attendance available on the Company's website [ir.asetek.com/governance/general-meetings].
Notice of Attendance 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. Notice of Attendance must be received by DNB Bank ASA no later than 11:59 PM on 10 June 2022.
The Company will provide all attending shareholders and their proxies with access passes prior to the general meeting.
Shareholders may attend the general meeting physically (accompanied by an adviser, if relevant) or by proxy. If you wish to appoint a proxy, please submit the instrument of proxy available on the Company's website [ir.asetek.com/governance/general-meetings] duly signed and dated to the Company. Alternatively, your instrument of proxy may be submitted at the general meeting to the chairman of the meeting.
Pursuant to Article 9.6 of the Articles of Association, you may also submit your votes by post before the date of the meeting. The postal vote only has legal effect if it is received by the Company before the general meeting. If you wish to vote by post, please fill in and submit the attached voting paper, which is also available on the Company's website [ir.asetek.com/governance/general-meetings].
Notice of Attendance/ Proxy Form or a Postal Vote may be submitted by post to DNB Bank ASA, Registrar's Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway or by e-mail to [email protected].
At the general meeting, the Board of Directors will answer questions from the shareholders on matters of importance to the Company's situation and other issues to be considered at the meeting. Shareholders may also ask questions in writing about the agenda and the documents to be used at the general meeting.
Questions may be sent by post to Assensvej 2, DK-9220 Aalborg East, Denmark or by email to [email protected].
The following information and documents are available on the Company's website, ir.asetek.com/governance/general-meetings: (i) The notice convening the general meeting; (ii) the total number of shares and voting rights at the date of registration; (iii) all documents to be submitted to the general meeting; (iv) the agenda and the full text of all proposals to be submitted to the general meeting, and (v) notice of attendance, proxy forms and voting paper.
The language at the general meeting will be English, without simultaneous interpretation to and from Danish (see Article 9.8 of the Articles of Association).
Asetek A/S will have to call off and postpone the annual general meeting if the number of participants physically present at the general meeting exceeds any temporary ban on gatherings in force at the time of the general meeting. To the extent possible, Asetek A/S will carry through the general meeting, e.g. by dividing the participants on the general meeting in a number of rooms.
Asetek A/S process your personal data for the purpose of summoning to and conducting our annual general meeting. In this regard, we may share your information with our legal service providers. For further information on how we process your personal data, including your individual rights such as the right of access, please see our group privacy policy here: https://www.asetek.com/company/group-privacy-policy/.
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Aalborg, 24 May 2022
Best regards
The Board of Directors Asetek A/S
| The undersigned shareholder | |
|---|---|
| Shareholder's name (in capital letters): | |
| Shareholder's address (in capital letters): | |
| hereby | |
| Notify Asetek A/S of my attendance at the above Extraordinary General Meeting. | |
| Notify Asetek A/S of the attendance of my proxy holder at the above Extraordinary General Meeting. | |
| Notify Asetek A/S of the attendance of my advisor/the advisor of my proxy holder at the above Extraordinary General Meeting. | |
| _______________ | |
| (Name of advisor/proxy holder – please use capital letters) | |
| Your Notice of Attendance is to be received by DNB Bank ASA, Registrars Department, Oslo, no later than 10 June 2022, 11:59 PM CEST. The |
postal address of DNB is: DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway. If delivery by hand, the address is: DNB Bank ASA, Registrars Dept., Dronning Eufemias gate 30, 0191 Oslo, Norway. Alternatively, the proxy can be sent by e-mail to e-mail address: [email protected] within the aforementioned date and time.
Date: ________________2022 Signature: __________________________________________
If you wish to give proxy or vote by post, please fill in the form on the next pages and remember to date and sign the form separately.
Please fill in this proxy and postal voting form if you wish to postal vote or to grant a proxy for the purpose of the abovementioned Extraordinary General Meeting of Asetek A/S or any adjournment thereof, for the purposes set forth in the Notice of the Extraordinary General Meeting.
Shareholder's name (in capital letters):
Shareholder's Company Registration Number:
Shareholder's address (in capital letters):
hereby gives proxy or votes by post in accordance with the following (please tick off one of the following options):
| a. | General proxy to the Chairman of the Board of Directors to vote in accordance with the recommendations of the Board of Directors. | |
|---|---|---|
| b. | General proxy to the following third party: | |
| Name (in capital letters): | __ | |
| Address (in capital letters): | _____ | |
| c. | Board of Directors, to vote in accordance with the boxes ticked off in the table below. | Instructed proxy to the Chairman of the Board of Directors, or failing him, any individual duly appointed by the Chairman of the |
d. Postal Vote in accordance with the boxes ticked off in the table below. Please note that postal votes cannot be revoked upon Asetek A/S' receipt hereof.
Please fill out the table below if you wish to give a proxy with instructions to the stated proxy or the Chairman of the Board of Directors, or failing him, any individual duly appointed by the Board of Directors (in accordance with item c. above) or to vote by post (in accordance with item d. above). Please note that it is not possible to vote "AGAINST" regarding election of members of the Board of Directors nor election of auditor, as you cannot vote against candidates.
X Please mark your votes as in this example.
| Item | Resolutions | FOR | AGAINST ABSTAIN | BOARD'S RECOMM ENDATIO N |
|---|---|---|---|---|
| 1 | Election of directors | |||
| a) | Election of Mrs. Maja Sand-Grimnitz | FOR |
If this proxy voting form is only dated and signed, the form will be considered a proxy to the Chairman of the Board of Directors to vote in accordance with the above recommendations of the Board of Directors.
The proxy applies to all items transacted at the general meeting. If new proposals, which are not on the agenda, are put to vote, such as any amendments to proposals or proposals for other candidates for the Board of Directors, the proxy holder will vote on your behalf according to his/her best belief. By granting a proxy to the Chairman of the Board of Directors to vote in accordance with the recommendations of the Board of Directors or by granting a proxy to the Chairman of the Board of Directors with instructions, the Chairman of the Board of Directors can only vote as recommended or stated in the form above. The proxy will only be used if proposals are put to vote.
A shareholder's right to participate in the general meeting and the number of votes, which the shareholder and the proxy are entitled to cast, is determined in accordance with the number of shares held by such shareholder on 8 June 2022 (the "registration date"). The number of shares held by each shareholder is determined on the basis of (i) the shareholdings registered in the name of the shareholder in the shareholders register at the registration date and (ii) in accordance with any notifications (along with proper documentation) of shareholdings received no later than on the registration date, but not yet registered, by the Company in the shareholders register.
Date: ________________2022 Signature: ______________________________________________
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