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Grieg Seafood — Proxy Solicitation & Information Statement 2010
May 6, 2010
3612_rns_2010-05-06_1326c487-87a7-4fdb-a0d9-32a9422eaad2.pdf
Proxy Solicitation & Information Statement
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Grieg Seafood
To the shareholders of Grieg Seafood ASA
NOTICE OF MEETING
Notice is hereby given that the Annual General Meeting of
GRIEG SEAFOOD ASA
will be held in the company's premises at C. Sundts gt. 17/19, Bergen, Norway on
Thursday, 27 May 2010 at 10:00 am.
Agenda:
- Opening of the Annual General Meeting by the chairman of the Board of Directors.
- Approval of the Notice of Meeting and Agenda.
- Election of chair and one representative to co-sign the Minutes along with the chair.
- Adoption of the annual financial statements, including the consolidated annual financial statements, of Grieg Seafood ASA and the group for the year ended 31 December 2009, including approval of the annual report and the proposed distribution of dividend.
- Auditor's remuneration.
- Remuneration to the Board of Directors and the Nomination Committee for 2010.
- Election of new Board members.
- Approval of the Board's declaration on determination of salaries and other remuneration to senior management.
- Proposal to authorise the Board to increase in the company's share capital by an amount not exceeding NOK 44 664 800 through the issue of up to 11 166 200 new shares, each with a nominal value of NOK 4, cf. Norwegian Public Limited Companies Act, Section 10-14.
- Proposal to reduce the company's share premium reserve by NOK 716 633 589.19, to NOK 0. The amount of the reduction shall be transferred to distributable equity.
Grieg Seafood ASA
Postal address: PO Box 234 - 5804 Bergen - Norway - Visiting address: C Sundts gate 17/19 - 5004 Bergen - Norway
T +47 55 57 66 00 Fax 55 57 69 70 www.griegseafood.no Org. no 946 598 038
A GRIEG GROUP COMPANY
Grieg Seafood
Specification of Agenda items:
Item 4 – Dividend
The Board proposes to distribute a dividend of NOK 0.25 per share.
Item 5 and 6 – Remuneration to the Board of Directors and Nomination Committee for 2010
The Board proposes that remuneration to the auditor be set at NOK 1 425 000, cf. note 11 to the annual financial statements.
The ordinary remuneration to the Board for 2009 was submitted to the AGM on 20 May 2009, cf. note 11 to the annual financial statements, as follows:
| Chairman | NOK 300 000 |
|---|---|
| Vice chairman | NOK 200 000 |
| Other Board members | NOK 150 000 |
The Nomination Committee will submit a recommendation to the AGM concerning Board remuneration for 2010.
Item 7 – Election of new Board members
The Nomination Committee’s recommendation is accessible on the company’s home page.
Item 8 – Board declaration on determination of salaries and other remuneration to senior management
Pursuant to the Norwegian Public Limited Companies Act, Section 6-16a, the Board has prepared a declaration on guidelines and main principles for the determination salaries and other remuneration to senior management. The declaration shall contain an account of the remuneration policy for salaries and other remuneration for 2009 and accounting year 2010. The guidelines shall state whether remuneration may be paid in addition to the basic salary and whether conditions or limits shall be set for such remuneration. The guidelines shall also specify any performance criteria or allocation/allotment criteria that may be employed.
The declaration is attached as note 5 to the annual financial statements.
In line with the provisions of the Norwegian Public Limited Companies Act, the Board has prepared a declaration on guidelines and principles used to determine salaries and other remuneration to key personnel:
The Grieg Seafood Group’s remuneration policy will continue to be based on the principle that employees shall be offered a remuneration package that is competitive and in accordance with good industry standards locally. Where appropriate, this may include an incentive element and basic pay should reflect individual performance.
The components of remuneration will be a basic salary and other specified remuneration elements such as a company car or a car allowance, telephone and electronic communication, newspapers and similar benefits.
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Grieg Seafood
In addition to participation in the company's ordinary group life insurance and defined contribution based pension scheme with a maximum 12G, the CEO is entitled to separate remuneration for pension benefits in excess of 12G. The CEO is entitled to 18 months' salary after termination of his position or changes in his position/employment and 12 months' salary during sickness leave.
The Grieg Seafood Group has an annual bonus system which is based on a combination of earnings and personal performance targets. The annual bonus for the senior management group is a maximised at 5 months' salary.
On 20 April 2007, the AGM approved the principles of a share option programme for the management and key employees with a total scope of 1 400 000 options. No options have yet been vested. Under this scheme the CEO has 300 000 options at an exercise price of NOK13.20. The exercise price is adjusted by 0.5% for each month and each month started (from July 2008). The first exercise date for the CEO's options is after presentation of the preliminary results for 2010 (22 February 2011).
A synthetic options scheme for the company's senior management group was introduced as a continuation of the options scheme for 2007. The synthetic options scheme requires the participant's direct share ownership for the entire duration of the programme. Those entitled to the options are obliged to use 50% of the net gain from the scheme to purchase shares until the share ownership has a value corresponding to 50% of the fixed annual salary. The gain on the synthetic options scheme cannot exceed 12 months' salary per participant per year. The synthetic options scheme correspond to a total of 1 300 000 shares. The exercise price is NOK 7.83 per share, plus 0.5% for each month and each month started (from June 2009) and adjusted for dividends paid during the period. The CEO has a total of 300 000 synthetic options under this scheme. The first exercise date for half of the synthetic options allocated is May 2010, and the remainder 12 months later.
No loans or guarantees have been provided for Board members, key employees, other employees or their related parties. There are no shareholder agreements. For information about remuneration to the company's officers, please refer to note 11.
Pursuant to the Public Limited Companies Act, Section 5-6, third paragraph, the AGM shall hold an advisory vote on the Board's declaration. The Board proposes that the following resolution be adopted by the AGM:
"The Board's declaration on the determination of salaries and other remuneration for senior management is approved."
Item 9 - Proposal to authorise the Board to increase in the company's share capital by an amount not exceeding NOK 44 664 800 through the issue of up to 11 166 200 new shares, each with a nominal value of NOK 4, cf. Norwegian Public Limited Companies Act, Section 10-14.
On 20 May 2009 the General Meeting resolved to authorise the Board to increase the company's share capital by an amount not exceeding NOK 150 000 000. In June 2009 a share issue was carried out involving 10 150 000 shares, corresponding to gross proceeds of NOK 40 600 000. Some of the company's shareholders have expressed the view that Board authorisation of this kind should not exceed 10% of the company's share capital. The Board proposes that the previous authorisation be replaced by a new authorisation in accordance
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Grieg Seafood
with the proposed resolution enclosed herewith, and taking due account of the shareholders' views, as mentioned above.
In the view of the Board, the proposed authorisation is needed. This is justified on the grounds that such authorisation may be used in the event of the acquisition of other companies and in order to meet the company's obligations under the principles of the adopted share option scheme for the company's senior management.
The Board's proposed resolution is enclosed herewith/accessible on the company's home page.
Item 10 - Proposal to reduce the company's share premium reserve by NOK 716 633 589.19, to NOK 0. The amount of the reduction to be transferred to distributable equity.
The company's share premium reserve amounts to NOK 716 633 589.19. The Board believes there is a need to write down the company's undistributable equity for transfer to distributable equity, and which can subsequently provide a basis for dividend distribution. It is proposed that the reduction of undistributable equity be effected by writing down the share premium reserve to NOK 0 and transferring the entire amount of the write-down to distributable equity. Under the proposed resolution, the share capital will be unchanged. Nor does the proposed resolution entail any reduction in the company's equity, but only a re-classification from undistributable to distributable equity.
The Board's proposed resolution is enclosed herewith/accessible on the company's home page.
Shareholders who are unable to attend the AGM may instead participate by appointing a person to represent them (vote by proxy). On arrival, the proxy must submit the shareholder's written authorisation. Shareholders intending to attend in person, or through a proxy, must give the company written notification not later than by 25 May 2010. Notification of attendance should be addressed to Anita M. Haugen. The attached Attendance Slip and Form of Proxy should be filled out and used for this purpose.
The company's share capital consists of 111,662,000 shares, each of a nominal value of NOK 4. Each share has one vote.
We would appreciate your attendance at the meeting.
Bergen, 6 May 2010
GRIEG SEAFOOD ASA
Per Grieg jr.
Chairman of the Board
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Grieg Seafood
Item 9 - Proposal to authorise the Board to increase in the company's share capital by an amount not exceeding NOK 44 664 800 through the issue of up to 11 166 200 shares, each with a nominal value of NOK 4, cf. Public Limited Companies Act Section 10-14
The Board proposes that it be authorised by the AGM to increase in the company's share capital as follows:
- The Board is authorised to increase the company's share capital by an amount not exceeding NOK 44 664 800 through the issue of up to 11 166 200 shares, each with a nominal value of NOK 4.
- This authorisation is valid until 26 May 2012 and replaces the authorisation given to the Board by the AGM on 20 May 2009.
- In the event of increase in the company's share capital the Board is authorised to determine that the shareholders preferential rights shall be set aside, in accordance with the Norwegian Public Limited Liability Companies Act, Section 10-4.
- The Board is granted authorisation to determine who may subscribe for shares and the time limit for such subscriptions.
- This authorisation entitles the Board to increase the share capital for a non-cash consideration, including the issue of shares in the company as compensation to the shareholders of a company which merges with a wholly owned subsidiary of the company, cf. Norwegian Public Limited Liability Companies Act Section 13-2, second paragraph.
This authorisation also entitles the Board to increase the share capital against a counter claim or with share subscription on other special terms, cf. Norwegian Public Limited Liability Companies Act, Section 10-2.
- The authorisation covers merger decisions as provided for in the Norwegian Public Limited Liability Companies Act, Section 13-5.
- When exercising the authorisation, the subscription price shall be determined by the Board.
- Under this authorisation, the Board shall decide from which date the new shares are entitled to dividends.
- Within the scope of this authorisation, the Board is entitled to increase the share capital on several occasions. The Board shall itself determine the amount of the share capital increase in each case.
- The Board is authorised to amend Article 4 of the Articles of Association in connection with share capital increases under this authorisation.
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Grieg Seafood
Item 10 - Proposal to authorise the Board to reduce the company's share premium reserve by NOK 716 633 589.19 to NOK 0. The amount of the reduction to be transferred to distributable equity.
The Board proposes that it be authorised by the AGM to increase in the company's share capital as follows:
- The company's share premium account shall be written down by NOK 716 633 589.19 to NOK 0.
- The amount of the write-down shall be transferred to other distributable equity.
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Grieg Seafood
Name of Shareholder: _______
Address: ______
GRIEG SEAFOOD ASA
NOTICE OF GENERAL MEETING
The Annual General Meeting of Grieg Seafood ASA will be held on Thursday 27 May 2010 at 10:00 am in the company's premises at C. Sundts gt 17/19, Bergen, Norway.
ATTENDANCE SLIP
GRIEG SEAFOOD ASA
ANNUAL GENERAL MEETING
This attendance slip must reach Grieg Seafood ASA, marked for the attention of Anita M. Haugen, not later than 12 noon on Tuesday 25 May 2010.
The attendance slip should be sent to:
Grieg Seafood ASA, P.O. Box 234 Sentrum, NO-5804 Bergen, Norway, or faxed to (+47) 55 57 69 70. Alternatively, it may be send by e-mail directly to: [email protected].
The undersigned will attend the Annual General Meeting of Grieg Seafood ASA on Thursday 27 May 2010 at 10:00 am.
☐ Vote for my/our shares
Name of shareholder: _______
No. of shares as of today's date: ___
☐ Vote for shares in accordance with the attached authorisation(s).
Date: ___
Signature of person attending: _______
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Grieg Seafood
AUTHORISATION
GRIEG SEAFOOD ASA
ANNUAL GENERAL MEETING
If you are unable to attend the Annual General Meeting, this Form of Proxy can be used by the person you authorise to attend on your behalf.
The authorisation must reach Grieg Seafood ASA, marked for the attention of Anita M. Haugen, not later than 12 noon on Tuesday 25 May 2010.
It should be sent by post to: Grieg Seafood ASA, P.O. Box 234 Sentrum, NO-5804 Bergen, Norway or by fax to: (+47) 55 57 69 70.
The undersigned shareholder in Grieg Seafood ASA hereby authorises:
☐ Chairman of the Board
☐ Managing Director
☐ Other (name) _______
to attend and vote on my/our behalf at the Annual General Meeting of Grieg Seafood ASA on Thursday 27 May 2010 at 10:00am.
No. of shares/votes as of today's date: ___
Shareholder's full name and address:
Date ____
Signature of Shareholder ____
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