AI assistant
Hunter Group ASA Proxy Solicitation & Information Statement 2010
3626_rns_2010-11-09_f4787700-b2ad-441b-af71-ecd605befb96.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
TO THE SHAREHOLDERS OF BADGER EXPLORER ASA
BADGER EXPLORER
Stavanger, 9 November 2010
NOTICE OF THE EXTRAORDINARY GENERAL MEETING IN BADGER EXPLORER ASA
Notice is hereby given of the Extraordinary General Meeting ("EGM") of Badger Explorer ASA ("Company") at
Badger Explorer ASA's premises at Jåttåvågveien 7, Hinna Park, Building C, 4020 Stavanger, Norway on Wednesday, 1 December 2010 at 10:00 CET.
The Board of Directors ("Board") proposes the following agenda for the EGM:
- Opening of the EGM by the Chairman of the Board, Rolf E. Ahlqvist, and registration of attending shareholders
- Election of chairman of the EGM and election of one person to co-sign the minutes together with the chairman of the EGM
An independent chairman to chair the EGM has to be elected by the General Meeting. The chairman of the EGM will propose a person to be elected to co-sign the minutes for the EGM.
- Approval of the notice and agenda of the EGM
- Election of a new member to the Company's Board of Directors
According to Badger Explorer ASA's Articles of Association (as of 17 December 2009) the Company's Board of Directors shall consist of four to eight members that are elected by the General Meeting. Former Board member Bjørge Gretland resigned from his position as of 4 October 2010.
The Board currently consist of:
- Rolf E. Ahlqvist (Chairman) - elected until AGM in 2011
- Christian Bull Eriksson - re-elected until AGM in 2012
- Kristine Holm - re-elected until AGM in 2012
- Tone Kvåle - elected until AGM in 2011.
It is proposed that the General Meeting elects a new member to the Company's Board of Directors until the AGM in 2012.
The Company's Nomination Committee nominates Mr. Marcus Hansson to be elected to Badger Explore ASA's Board of Directors. The Nomination Committee's report including information about the candidate is attached to this notice.
1002-07-IAA-0005 rev. 01
TO THE SHAREHOLDERS OF BADGER EXPLORER ASA
BADGER EXPLORER
5. Agreement with close associates
For reaching the Company’s goal of commercializing the Badger Explorer tool the Board proposes to use competence provided by close associates.
It is suggested that the General Meeting provides the Board with a proxy to enter into such agreements for the period as of 1 December 2010 until 31 December 2011. The remuneration shall be limited to NOK 1,500 per hour. Time schedule and detailed specifications of duties shall be approved by the Company’s Board of Directors. The chosen close associates have networks and expertise available that can be of interest to be used for assignments that exceed the scope of work for ordinary tasks of Board members.
6. By-election of new member to the Company’s Nomination Committee
According to Badger Explorer ASA’s Articles of Association (as of 17 December 2009) the Company’s Nomination Committee shall consist of two to three members. Former chairman to the Nomination Committee Marcus Hansson resigned from his position as of 9 November 2010.
The Nomination Committee currently consists of:
- Rolf E. Ahlqvist - re-elected until AGM in 2012
- Knut Åm - re-elected until AGM 2012.
It is proposed that the General Meeting elects a new member to the Nomination Committee until the AGM in 2011.
The Company’s Nomination Committee nominates Mr. Bjørge Gretland to be elected to Badger Explorer ASA’s Nomination Committee. The Nomination Committee’s report including information about the candidate is attached to this notice.
1002-07-IAA-0005 rev. 01
TO THE SHAREHOLDERS OF BADGER EXPLORER ASA
BADGER EXPLORER
Please find enclosed to this notice the following attachments as pdf-files:
- Notice of attendance
- Proxy form
- Nomination Committee’s report with information on the proposed Board and Nomination Committee members
If you wish to attend the EGM, we ask you to return the enclosed notice of attendance. Shareholders that won’t take part in the EGM may be represented by proxy, in which case a written proxy form must be duly completed and dated, using the attached proxy form. Please submit your notice of attendance/proxy form as soon as possible but no later than 12:00 CET on Tuesday, 30 November 2010 to:
Badger Explorer ASA, attn/Stefanie Trousil, P.O. Box 130, 4065 Stavanger, Norway
Fax: +47 52 97 45 01 - E-mail: [email protected] - Tel: +47 52 97 45 24.
If you wish to have the notice and its attachments submitted to you free of cost, please contact Stefanie Trousil (e-mail: [email protected] or office: +47 52 97 45 24).
Badger Explorer ASA is a public limited company subject to the rules of the Public Limited Liability Companies Act. As of the date of this notice, the Company has issued 18,439,040 shares and each share carries one vote. The shares have equal rights. As of the date of this notice, the Company does not hold any treasury shares.
This notice and its appendices as well as the Company’s articles of association are available on the www.bxpl.com (Investor Relation - General Meetings/Corporate Governance).
Best regards
Badger Explorer ASA
Rolf E. Ahlqvist, Chairman
On behalf of the Board of Directors
1002-07-IAA-0005 rev. 01
TO THE SHAREHOLDERS OF BADGER EXPLORER ASA
BADGER EXPLORER
Attachment 1
Notice of Attendance
Extraordinary General Meeting in Badger Explorer ASA
1 December 2010 at 10:00 CET
Shareholders who wish to attend the Extraordinary General Meeting in Badger Explorer ASA on Wednesday, 1 December 2010 at 10:00 CET are asked to fill out and return this notice of attendance as soon as possible to:
Badger Explorer ASA, att /Stefanie Trousil, P.O. Box 130, 4065 Stavanger, Norway
Fax: +47 52 97 45 01 - E-mail: [email protected].
The notice shall be returned latest by Tuesday, 30 November 2010 at 12:00 CET.
The undersigned, owning ___ shares in Badger Explorer ASA wishes to attend the Company's Extraordinary General Meeting on Wednesday, 1 December 2010 at 10:00 CET. The undersigned will also represent the below mentioned shareholder/shareholders pursuant to the enclosed or separately submitted proxy/proxies.
| Shareholder's name/names | Number of shares |
|---|---|
| Shareholder's signature | Name in block capitals |
| --- | --- |
Date and place
1002-07-IAA-0005 rev. 01
TO THE SHAREHOLDERS OF BADGER EXPLORER ASA
BADGER EXPLORER
Attachment 2
Proxy
Extraordinary General Meeting in Badger Explorer ASA
1 December 2010 at 10:00 CET
If a shareholder of Badger Explorer ASA will not personally take part in the Company's Extraordinary General Meeting on Wednesday, 1 December 2010 at 10:00 CET, the shareholder may attend the EGM by proxy. The shareholder is asked to fill out the proxy form below and return it at the latest by Tuesday, 30 November 2010 at 12:00 CET to
Badger Explorer ASA, attn /Stefanie Trousil, P.O. Box 130, 4065 Stavanger, Norway
Fax: +47 52 97 45 01 - E-mail: [email protected].
The undersigned, owning ___ shares in Badger Explorer ASA gives hereby (please check off):
☐ Rolf E. Ahlqvist, chair of the Board of Directors, or the person he authorizes or
☐ Name of the representative in block capitals
authority to represent the undersigned at the Extraordinary General Meeting in Badger Explorer ASA on Wednesday, 1 December 2010 at 10:00 CET.
In case the proxy was sent without naming the representative the proxy will be considered to be given to Rolf E. Ahlqvist.
1002-07-IAA-0005 rev. 01
TO THE SHAREHOLDERS OF BADGER EXPLORER ASA
BADGER EXPLORER
| Matter: | In favour | Against | Withhold | Representative decides |
|---|---|---|---|---|
| 1. Election of the chairman of the EGM | ||||
| 2. Election of a person to co-sign the minutes of the EGM with the chairman of the EGM | ||||
| 3. Approval of the notice and agenda of the EGM | ||||
| 4. Election of member to the Board of Directors | ||||
| ☐ Marcus Hansson | ||||
| 5. Agreement with Close Associates | ||||
| 6. By-election of new member to the Company’s Nomination Committee | ||||
| ☐ Bjørge Gretland |
The voting by the representative shall happen according to the above given instructions. The Company does not take on any responsibility to verify that the proxy holder votes in accordance with the instructions.
Note that if accurate instructions in the voting form above are not given, it will be regarded as an instruction to vote “in favour” for the specific proposal. In the event that a proposal will be submitted in addition or as a replacement for proposals in the notice it is the representative that decides.
Shareholder’s signature
Name in block capitals
Date and Place
1002-07-IAA-0005 rev. 01