AI Terminal
Borregaard
AGM Information • Mar 24, 2021
3562_rns_2021-03-24_7d75177a-5f18-46bf-9cae-71a69fceae6a.pdf
AGM Information
Open in ViewerOpens in native device viewer
BORREGAARD ASA
NOTICE OF
ANNUAL GENERAL MEETING
Borregaard ASA will hold its annual general mee4ng on Wednesday )* April 010) at )3:11 as a digital mee4ng. Login and registra4on will open at 89:;;.
As a result of the COVID-34 restric7ons and advice from the Norwegian authori7es, the Board of Directors has decided that the ABA3 annual general mee7ng shall be held as a digital mee7ng only. No physical mee7ng will take place. Shareholders are invited to par7cipate in the mee7ng, vote and ask ques7ons (in wri7ng) using smartphones, tablets, computers or similar electronic devices. For further informa7on about digital par7cipa7on, Borregaard asks that you refer to the informa7on included with the no7ce and also published at www.borregaard.com.
The following ma?ers are up for discussion:
- 8 Approval of the no4ce, elec4on of a Chair for the mee4ng and elec4on of one person to sign the minutes
- 9 Approval of the 9;9; annual accounts for Borregaard ASA, the consolidated annual report and the Board of Directors' report, including the Board of Directors' proposal for an ordinary dividend for 9;9; of NOK 9.G; per share, with the excep4on of the shares held by the Group.
K Guidelines for the determina4on of salaries and other remunera4on for senior management
In a separate appendix to the noIce, the Board of Directors has proposed guidelines for the determinaIon of salaries and other remuneraIon for senior management. The appendix is available on Borregaard's website: www.borregaard.com. Guidelines for OPOP are described in Borregaard's annual report for OPOP (pages RS– RU): Consolidated accounts for Borregaard, note 4.
L Corporate governance report
The report has been presented in the annual report published at www.borregaard.com
G Authorisa4on to acquire own shares
The annual general meeIng in OPOP authorised the Board of Directors to acquire its own shares on behalf of the company. The authorisaIon remains valid unIl the annual general meeIng in OPOY. From YZ June OPOP to OO March of this year, the company acquired a total of ]\,YP\ of its own shares. During the same period, the company sold SOO,U\ shares to employees, partly in connecIon with the employee share scheme and partly through the redempIon of opIons. As of OO March OPOY, Borregaard owned S^S,OPO of its own shares.
The Board of Directors proposes that the authorisaIon be renewed.
Shares that are acquired by the company under the authorisaIon shall either be used to fulfil incenIve schemes for employees or be amorIsed. According to the Norwegian Code of Prac7ce for Corporate Governance, the annual general meeIng should vote separately for each purpose when a board authorisaIon is intended to cover mulIple purposes. The Board of Directors therefore proposes that the annual general meeIng adopts the following:
- 3. The annual general mee7ng authorises the Board of Directors of Borregaard ASA to acquire its own shares up to a total nominal value of NOK 3B,BBB,BBB on behalf of the company, corresponding to 3B per cent of the share capital.
- A. The highest amount that the Board of Directors may pay for a share is NOK QBB and the lowest amount is NOK 3.
- R. The Board of Directors may acquire and dispose of its own shares to fulfil exis7ng incen7ve schemes for employees (allocated op7ons and the employee share scheme) and incen7ve schemes adopted by the annual general mee7ng in accordance with Item R on the agenda.
- Q. The Board of Directors may also acquire shares for amor7sa7on.
- U. The acquisi7on of own shares may take place as deemed appropriate by the Board of Directors, but not by subscrip7on.
- V. The authorisa7on shall remain in force un7l the company's annual general mee7ng in ABAA, but no later than RB June ABAA.
N The elec4on of members to and Chair of the Board of Directors of Borregaard ASA
The NominaIon Commi?ee's recommendaIon of R March OPOY is available at www.borregaard.com.
P Elec4on of members to and Chair of the Nomina4on CommiRee
The NominaIon Commi?ee's recommendaIon of R March OPOY is available at www.borregaard.com.
S Remunera4on for the members of the Board of Directors, observers and deputy members
The NominaIon Commi?ee's recommendaIon of R March OPOY is available at www.borregaard.com.
U Remunera4on for the members of the Nomina4on CommiRee
The NominaIon Commi?ee's recommendaIon of R March OPOY is available at www.borregaard.com.
8; Approval of the auditor's remunera4on
The amount is NOK SOP,PPP, please see note ^ in the annual accounts for Borregaard ASA.
* * *
Pursuant to SecIon ^-YO of the Norwegian Public Limited Liability Companies Act, the annual general meeIng shall be opened either by the Chair of the Board of Directors or a person appointed by the Board of Directors. The Board of Directors has appointed the lawyer Andreas Jarbø to open the meeIng and will propose that he be elected the Chair of the meeIng.
Shareholders are enItled to parIcipate in the annual general meeIng, either personally or by a proxy of their choice. No special registraIon is required for the digital meeIng. RegistraIon takes place upon login. The PIN code and reference number provided in the included registraIon and proxy authorisaIon form must be entered. Shareholders or proxies must be logged in at the latest when the Chair of the meeIng records a?endance.
Shareholders wishing to parIcipate and vote by proxy may submit the proxy authorisaIon form electronically via VPS Investortjenester or via ordinary post to DNB Bank ASA, Verdipapirservice. The form must be received
no later than Y\ April OPOY at YZ:PP. Shareholders may authorise proxies with voIng instrucIons. A cer7ficate for registra7on must also be presented if the shareholder is a legal person. The registraIon and proxy authorisaIon form has been included with the noIce but can also be found at the company's website, www.borregaard.com.
Shareholders that are unable to parIcipate in the annual general meeIng may vote in advance electronically on each ma?er either via the company's website, www.borregaard.com, or via VPS Investortjenester. The deadline for submijng advance votes is 3R April ABA3 at 3V:BB. Advance votes that have been submi?ed may be changed or withdrawn up unIl the expiraIon of the deadline. If a shareholder that has submi?ed a proxy authorisaIon without voIng instrucIons (open proxy) a?ends the annual general meeIng, any advance votes that have been submi?ed will be considered to have been withdrawn.
Borregaard ASA is a public limited liability company subject to the rules set down in the Norwegian Public Limited Liability Companies Act. The company has issued YPP,PPP,PPP shares. Each share enItles the holder to one vote at the annual general meeIng, with the excepIon of shares belonging to the Group. As of OO March OPOY, the Group owned a total of S^S,OPO its own shares.
Shareholders are enItled to cast votes corresponding to the number of shares they own and that are registered in the Norwegian Central SecuriIes Depository (VPS) when the annual general meeIng opens.
For shares registered in VPS accounts belonging to fund managers, neither the owners nor the fund managers have the right to vote, cf. SecIon S-YP of the Norwegian Public Limited Liability Companies Act. In such cases, the owner must transfer the shares to an account in their own name in order to parIcipate in meeIngs and exercise voIng rights.
The deadline for submijng new ma?ers for the agenda has expired, cf. SecIon ^-YY(O) of the Norwegian Public Limited Liability Companies Act. Shareholders are enItled to propose resoluIons for ma?ers for the agenda and may require board members and the CEO to provide available informaIon concerning ma?ers that could influence the assessment of whether the annual accounts and annual report should be approved, ma?ers that have been presented to shareholders for decisions, the company's financial posiIon (including acIviIes in other companies in which the company parIcipates) and other ma?ers that are up for discussion at the annual general meeIng. This does not apply if the informaIon requested by the shareholder cannot be provided without disproporIonate harm to the company, cf. SecIon ^-Y^ of the Norwegian Public Limited Liability Companies Act.
Shares are trading exclusive of dividends from and including Y^ April OPOY. Subject to the annual general meeIng's decision on dividends, these will fall to the shareholders registered in the company's register of shareholders as available on YZ April OPOY. If the transferred shares are subject to ordinary se?lement in VPS, shares that have been acquired up to and including YS April OPOY will enItle the shareholder to dividends, while shares acquired from and including Y^ April OPOY will not enItle the shareholder to dividends. Dividends will not be paid out on the shares owned by the Group. The anIcipated payment date is O\ April OPOY.
Pursuant to ArIcle ]-O of the ArIcles of AssociaIon, the Board of Directors has decided that documents that will be discussed at the annual general meeIng will not be issued together with this noIce, but will be available on the company's website, www.borregaard.com. This also applies to documents that must be included with the noIce of the annual general meeIng pursuant to the Norwegian Public Limited Liability Companies Act. Upon request to the company, shareholders can receive a copy of the documents at no cost.
The noIce, case documents and informaIon about shareholders' rights are available at www.borregaard.com. Any quesIons concerning the noIce and copies of annual reports and other documents can be directed to Borregaard ASA's Investor Contact c/o Lo?e Kvinlaug, telephone +S] ZR YY UP RO.
Sarpsborg, OS March OPOY
Jan Oksum Chair of the Board of Directors
Ref no: PIN code:
Notice of the Annual General Meeting
The annual general meeting of Borregaard ASA will be held on 14.04.2021 at 13:00 CET. The meeting will be virtual.
The shareholder is registered with the following amount of shares at summons: ____________________ and vote for the number of shares owned per Record Date: 13.04.2021
IMPORTANT MESSAGE:
In accordance with Norwegian temporary legislation exempting companies from physical meeting requirements to reduce Covid-19 risk, the General Meeting will be held as a digital meeting only, with no physical attendance for shareholders.
Please log in at http://web.lumiagm.com/197790789
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 e-mail [email protected].
On Borregaad's web page www.borregaard.com you will find an online guide describing more in detail how you as a shareholder can participate in the Virtual meeting. The information is also enclosed to the notice.
Deadline for registration of advance votes, proxies and instructions: 13.04.2021 at 16:00 CET
Advance votes
Advance votes may only be executed electronically, through the Company's website www.borregaard.com (use ref and pin code above) or through VPS Investor Services (where you are identified and do not need Ref.nr.and PIN Code). Chose Corporate Actions - General Meeting, click on ISIN.
Notice of attendance
Shareholders are only allowed to participate digitally due to the Covid-19 situation. See separate guide on how shareholders can participate. Registration is not required to participate digitally, but shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before, i.e. 12.00 CET.
Please note that shareholders who do not wish to participate online or vote in advance, may authorize another person to meet and vote. Information on how this can be done follows:
| Proxy without voting instructions for the annual general meeting of Borregaard ASA. | ||||
|---|---|---|---|---|
Ref no: PIN code:
Proxy should be registered through the Company's website www.borregaard.com or 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 chose Corporate Actions and General Meeting and click ISIN.
If you are not able to register this electronically, you may send by E-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The proxy must be received no later than 13.04.2021 at 16:00 CET. If a shareholder who wishes to give proxy is a company, the company certificate must be attached. If you do not state the name of the proxy holder, the proxy will be given to the Chair of the Board of Directors or an individual authorised by him or her.
The undersigned _______________________________________________
hereby grants (tick one of the two)
o the Chair of the Board of Directors (or a person authorised by him or her), or
o _____________________________________________
(Name of proxy holder in capital letters)
proxy to attend and vote for my/our shares at the annual general meeting of Borregaard ASA on14.04.2021.
Ref no: PIN code:
Proxy with voting instructions for the annual general meeting of Borregaard ASA.
If you are unable to attend the meeting, you may use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her. (Alternatively, you may vote electronically in advance, see separate section above.) Instruction to other than Chair of the Board should be agreed directly with the proxy holder.
Proxies with voting instructions cannot be submitted electronically, and must be sent to [email protected] (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 13.04.2021 at 16:00 CET. If a shareholder who wishes to give proxy is a company, the company certificate must be attached.
Proxies with voting instructions must be dated and signed in order to be valid.
The undersigned: ________________________________________________
hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the annual general meeting of Borregaard ASA on 14.04.2021.
The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.
| Agenda of the 2021 Annual General Meeting | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | Approval of the notice of the meeting, election of a chair and one person to sign the minutes | o | o | o |
| 2. | Approval of the 2020 annual accounts for Borregaard ASA, the consolidated annual report and the Board of Directors' report, including the Board of Directors' proposal for an ordinary dividend for 2020 of NOK 2.50 per share, with the exception of the shares held by the Group. |
o | o | |
| 3. | Guidelines for the determination of salaries and other remuneration for senior management | o | o | o |
| 5. | Proposal for authorisation for the board to purchase and sell its own shares until the 2022 annual general meeting, but no later than 30 June 2022, |
|||
| 5.1 | to fulfil existing employee incentive schemes (allocated options and the employee share scheme) and incentive schemes adopted by the general meeting under agenda item 3 |
o | o | o |
| 5.2 | in order to acquire shares for amortisation | o | o | o |
| 6. | Election of all members of the board of Borregaard ASA or (voting for individuals) | o | o | o |
| 6.1 | Helge Aasen (re-elected) | o | o | o |
| 6.2 | Terje Andersen (re-elected) | o | o | o |
| 6.3 | Tove Andersen (re-elected) | o | o | o |
| 6.4 | Margrethe Hauge (re-elected) | o | o | o |
| 6.5 | John Arne Ulvan (new) | o | o | o |
| 6b. | Election of chair of the board of Borregaard ASA – Helge Aasen (new) | o | o | o |
| 7. | Election of all members of the nomination committee of Borregaard ASA | o | o | o |
| or (voting for individuals) | ||||
| 7.1 | Mimi K. Berdal (re-elected) | o | o | o |
| 7.2 | Erik Must (re-elected) | o | o | o |
| 7.3 | Rune Selmar (re-elected) | o | o | o |
| 7b. | Election of chair of the nomination committee of Borregaard ASA – Mimi K. Berdal (re-elected) | o | o | o |
| 8. | Approval of remuneration of board members, observers and deputies | o | o | o |
| 9. | Approval of remuneration for members of the nomination committee | o | o | o |
| 10. | Approval of auditor's remuneration | o | o | o |
GUIDE FOR ONLINE PARTICIPATION BORREGAARD ASA 14.04.2021
Borregaard ASA will hold the annual general meeting on 14.04.2021 at 13:00 CET as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online. We also point out that instead of participating online, you have the opportunity to vote in advance or give a proxy before the meeting. See the notice for further details for advance voting and how to submit a power of attorney. If you vote in advance or give a proxy with instructions, you can still choose to log in to the general meeting and override your vote on the individual items. If you have given an open power of attorney, but still log in to the virtual meeting, you will reclaim your voting rights and must vote online.
The technical solution is administered by DNB Bank Registrars Department, which has licensed the software from Lumi Ltd., giving all shareholders the option to attend online.
By attending the online, shareholders will access a live webcast of the meeting, submit questions relating to the items on the agenda and cast votes on each item on the agenda. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (In Norwegian either "Verdipapirsentralen" or "VPS") in relation to this General Meeting.
No pre-registration is needed for attending online, but you must be logged in before the meeting starts. The following pages will provide you with a brief guide on how to access, participate and submit your votes at the online General Meeting.
Shareholder who do not find their reference number and PIN code for access or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30, or send an e-mail to [email protected]
HOW TO ACCESS THE ONLINE AGM
STEP 1
In order to participate online you need access to the Lumi solution by doing either of the following:
- a) Use the Lumi AGM app: Download the Lumi AGM app from the Apple App Store or Google Play Store by searching for Lumi AGM, or
- b) Visit https://web.lumiagm.com: Go to the Lumi AGM website https://web.lumiagm.com either on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible.
STEP 2
Once you have either downloaded the Lumi AGM app or entered https://web.lumiagm.com into your web browser, you'll be asked to enter the following meeting ID and click Join:
STEP 3
You will then be required to enter your ID:
a) Reference number from VPS
b) PIN code from VPS
You will be able to log in one hour before the meeting starts.
When successfully authenticated, the info screen will be displayed. You can view company information, submit questions relating to the items on the agenda and live stream the webcast.
| ---- | |
|---|---|
| Meeting ID: | 197-790- |
| 789 |
Or use this link
http://web.lumiagm.com/197790789
and you will go straight to Step 3
HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.
All VPS registered shareholders have access to VPS Investor Services through www.vps.no or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in investor Services will also receive their reference number and PIN code by post together with the summons from the company.(on proxy form)
Nominee registered shareholders: Shares held through nominee accounts (not relevant for Norwegian shareholders) must be transferred to a segregated VPS account registered in the name of the shareholder to have voting rights on the General Meeting. Once shares are transferred to the segregated VPS account, a reference number and PIN code are assigned to this account. Please contact your custodian for further information and/or instructions on obtaining your reference number and PIN code for nominee registered shares.
HOW TO VOTE
When the General Meeting starts, all items will be open for voting. Items are closed
as the general meeting deals with them. By clicking on the polling icon on the screen you will access the resolutions and voting choices will be displayed.
To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to show your vote has been received.
For - Vote received
To change your vote, simply select another voting direction. If you wish to cancel your vote, please press Cancel.
Once the chairperson has opened voting, voting on any item can be performed at any time during the meeting until the chairperson closes the relevant voting on the specific resolution. Your last choice before the voting is closed will be final and cannot be changed.
If you have voted in advance, or given voting instructions to the chairman of the board, you will be able to override your choice of vote on the individual items when logging in. If you have given an open power of attorney, you will reclaim your voting rights by logging in, and must then remember to vote.
| 02-UK 9 | 15:54 Poll Open |
@ 33% DE |
|---|---|---|
| Split Voting | ||
| the chair | medundertegne protokollen / Election of person to chair the |
2. Valg av møteleder og person til å meeting and election of a person to co-sign the minutes together with |
| Select a choice to send. | ||
| For / For | ||
| Mot / Against | ||
| Avstår / Abstain | ||
| Cancel | ||
QUESTIONS TO THE CHAIRPERSON
Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the Q&A session up until the chairperson closes the session.
If you would like to ask a question relating to the items on the agenda, select the messaging icon.
Type your message within the chat box at the bottom of the messaging screen. Once you have completed your message, click the Send button.
Questions submitted online will be moderated before being sent to the chairperson to avoid repetition and to remove any inappropriate language. All questions and messages will be presented with the full name and identity of the shareholder raising the question.
DOWNLOADS
Links will be available on the info screen. When you click on a link, the selected document will open in your browser.
Data usage for streaming the annual shareholders' meeting or downloading documents via the EGM platform varies depending on individual use, the specific device being used for streaming or download (Android, iPhone, etc) and your network connection (3G, 4G).