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Gentoo Media Inc. — Proxy Solicitation & Information Statement 2010
May 12, 2010
10184_rns_2010-05-12_c34e71b8-35b0-4f92-b6c7-66f1a3d9ad2f.pdf
Proxy Solicitation & Information Statement
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May 12, 2010
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Dear Nio Security, Inc. Shareholder:
Invitation to the Annual Meeting of Shareholders – May 26 , 2010
We would like to invite you to the Annual Meeting of Shareholders chaired by Espen Brodin, Chairman & CEO. The meeting will take place at Thon Conference Vika Atrium, Munkedamsveien 45, 0250 Oslo, Norway on Wednesday May 26, 2010 at 09:00 local time.
The formal Notice for the meeting is enclosed, and the agenda will be:
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Welcome
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Presentation of the business of the meeting
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Voting on the issues specified in the Notice
The meeting is called to give our shareholders an update on the Company and the current business, to approve the consolidated financial statements for the year ended December 31, 2009, to elect the board of directors and to approve an increase in the Corporation’s authorized shares.
The following documents are enclosed with this invitation:
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Notice of Special Meeting of Shareholders, May 26, 2010
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Proxy for the Annual Meeting of Shareholders
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A copy of the Annual Report for 2009
We kindly ask you to let us know if you will attend the Annual Meeting of Shareholders. If you have any questions or comments, please do not hesitate to contact us at [email protected], or +47 91668678.
Please also read and fax in your proxy as soon as possible to: Irene Johansen , DnB NOR Bank ASA, Verdipapirservice, Stranden 21, 0021 Oslo, Norway at fax +47 2294 9020.
Sincerely yours
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Espen Brodin Chairman & CEO Nio Security, Inc.
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NIO SECURITY , INC.
(“NIO” OR “CORPORATION”) 10700 Stringfellow Rd #10 Bokeelia , Florida 33922 , USA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of Nio will be held at 09:00 local time, Wednesday May 26, 2010 at Thon Conference Vika Atrium, Munkedamsveien 45, 0250 Oslo, Norway.
The Board of Directors asks you to attend the meeting for the following purpose:
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2009 CONSOLIDATED FINANCIAL STATEMENTS To consider and approve the Company’s consolidated financial statements for the year ended December 31, 2009.
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AUTHORIZED SHARE CAPITAL
- To consider and approve an amendment to the Corporation’s Amended and Restated Certificate of Incorporation authorizing an increase in the Corporation’s authorized shares from seventy million (70,000,000) to one hundred million (100,000,000) shares of Common Stock.
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BOARD OF DIRECTORS To consider and elect the Board of Directors, a proposal for directors will be announced at the annual meeting of the shareholders.
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GENERAL
- To transact such other business as may properly come before the meeting and any adjournments of the meeting.
Only holders of Common Stock of Nio as registered in the VPS register as of the close of business on May 11, 2010, are entitled to notice of and to vote at this meeting and any adjournments of this meeting. Beginning ten (10) days prior to the meeting, a list of shareholders entitled to vote as of the close of business on May 11, 2010 will be available for examination, during regular business hours, by any shareholder, or the shareholder’s attorney agent, at the Corporation’s principal place of business.
For the shareholders who are unable to attend the stockholders meeting, we have enclosed a Proxy. In such case, we encourage you to complete, sign and return the Proxy as indicated on the Proxy.
By the order of the Board of Directors, Espen Brodin, Chairman & CEO, May 12, 2010.
NIO SECURITY , INC.
Proxy for Annual Meeting of Shareholders
This Proxy is solicited on Behalf of the Board of Directors
The undersigned shareholder of Nio Security, Inc. (“Nio” or the “Corporation”) hereby appoints _____________________________ (if left blank, the chairman of the meeting) with full power of substitution, as attorney and proxy of the undersigned to appear at the Annual Meeting of the Shareholders of Nio to be held at Thon Conference Vika Atrium, Munkedamsveien 45, 0250 Oslo, Norway, on May 26, at 09:00 and at any and all adjournments thereof, and to act at such meeting for the undersigned and vote all ___________________ (if left blank, all my shares) shares of common stock of Nio owned by the undersigned, with all the power the undersigned would possess if personally present at the meeting, as follows:
Please make your votes as in this example. If not marked, you vote For all proposals.
Proposal* For Against Abstain
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To consider and approve the Company’s consolidated financial statements for the year ended December 31, 2009.
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To approve an increase in the Corporation’s authorized shares from seventy million (70,000,000) to one hundred million (100,000,000) shares of Common Stock.
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To consider and elect the persons proposed by the Company at the annual meeting of shareholders as the new Board of Directors.
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To vote and otherwise represent the undersigned on any other matter that may properly come before the meeting or any adjournment or postponement thereof in the discretion of the proxy holder.
*If a ⌧ is not placed in one of the empty boxes for any proposal, it will be considered a vote For that proposal.
The undersigned shareholder may revoke this proxy at any time before the votes are cast by delivering to the Secretary of the Corporation either a written revocation of the proxy or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person. This Proxy shall expire immediately following the end of the Annual Meeting of the Shareholders of Nio and any adjournments thereof, but not later than one year from the date hereof. The undersigned shareholder hereby acknowledges receipt of the Notice of the Annual Meeting of Shareholders.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY. If you receive and hold more than one proxy, please sign and fax in your proxy as soon as possible to Irene Johansen, VPS advisor, DnB NOR Bank ASA Verdipapirservice, Stranden 21, 0021 Oslo, Norway at fax +47 2294 9020.
We request you to return proxy prior to May 25, 2010.
DATED:_________________________ _________________________________ Registered holder / Name in block letters
When signing as executor, administrator, trustee, guardian, attorney-in-fact or other fiduciary, please give title as such. When signing as corporation, please sign in full corporate name by President or other authorized officers. If you sign for a partnership, please sign in partnership name by an authorized person.
_________________________________ Signatory / Full Name in block letters
_________________________________ Signature
_________________________________ Signature (if held jointly)