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Circa Group AS

Pre-Annual General Meeting Information May 3, 2023

3570_rns_2023-05-03_d79f98d1-ca86-4cb2-bf74-c4270097059d.pdf

Pre-Annual General Meeting Information

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Notice of Ordinary General Meeting

Ordinary General Meeting in Circa Group AS will be held on 25 May 2023 at 09:00 as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: _______________ and vote for the number of shares registered in Euronext per Record date 16 May 2023.

The deadline for electronic registration of advance votes, proxy of and instructions is 23 May 2023 at 16:00 CET.

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 www.circa-group.com 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 euronextvps.no or through own account keeper (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/101469390. 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-am – 3:30 pm).

If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

Ref no: PIN-code:

Form for submission by post or e-mail for shareholders who cannot register their elections 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. Deadline for registration of advance votes, proxies and instructions must be received no later than 23 May 2023 at 16:00 (CET) If the shareholder is a company, the signature must be in accordance with the company certificate.

*Will be unsecured unless the sender himself secure the e-mail.

________________________________________________ shares would like to be represented at the general

meeting in Circa Group AS as follows (mark off):

☐ Open proxy for the Board of Directors or the person he or she authorizes (do not mark the items below)

___________________________________________________________________

  • ☐ Proxy of attorney with instructions to the Board of directors or the person he or she authorizes (mark "For", "Against" or "Abstein" on the individual items below)
  • ☐ Advance votes («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 vote)

(Enter the proxy solicitors name in the block letters)

Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) 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's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy determines the voting.

Agenda for the Ordinary Annual General Meeting 25 May 2023 For Against Abstain
1
Opening of the general meeting
No voting
2
Election of a chairperson of the general meeting
3
Election of a person to co-sign the minutes
4
Approval of the notice and agenda
5
Approval of the annual accounts and the board of directors' report for Circa Group AS and the
group for the financial year 2022
6
Approval of the auditor's fee for the financial year 2022
7
Election of members to the board of directors
No voting
Re-election of Lars Peder Sørvaag Sperre
Re-election of Rune Sollie
Re-election of Trond Stangeby
Re-election of James Allan Henneberry
Re-election of Gregory Ross Court
Election of Martin Laudenbach as new chairperson for the board of directors
8
Election of new auditor
9
Proposal of board authorisation for share capital increases
10 Amendments to the articles of association No voting
10.1 Amendment to § 6 - Signatory
10.2 Amendment to §7 – General meeting

The form must be dated and signed

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