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IDEX Biometrics ASA — Proxy Solicitation & Information Statement 2010
Apr 20, 2010
3633_rns_2010-04-20_c0de5ca6-afe0-4502-9a68-55c82ddf97e4.pdf
Proxy Solicitation & Information Statement
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IDEX
NOTICE OF ANNUAL GENERAL MEETING IN IDEX ASA
Notice is hereby given that the Annual General Meeting of IDEX ASA ("the Company") will take place:
11 May 2010 at 09:00 hours
at Felix Conference Centre, Aker Brygge in Oslo, Norway
At the date of the instant notice the Company's share capital amounted to NOK 31,557,433.50 divided into 210,382,890 ordinary shares with par value per share of NOK 0.15. Each share gives right to one vote at the General Meeting. At the date of the instant notice the Company did not hold own shares. The Company's Articles of Association are printed in the annual report for 2009.
If you wish to attend the Annual General Meeting in person or by proxy, we ask that you submit the enclosed Notice of Attendance/Power of Attorney form to: DnB NOR Bank ASA, Verdipapirtjenester, no later than 7 May 2010 at 12 noon. The Notice of Attendance/Power of Attorney form provides more information about attendance, voting etc. According to the Company's Articles of Association, shareholders who have not timely given Notice of Attendance may be barred from attending the Annual General Meeting.
The Annual General Meeting will consider and resolve the following matters. For the avoidance of doubt, it is noted that any shareholder has the right to put forward alternative resolutions on the various agenda items.
- Registrations of shareholders present, in person or by proxy. Election of a person to chair the Meeting and a person to sign the minutes.
The Chairman of the Board of Directors of the Company, namely Mr. Morten Opstad, will open the Annual General Meeting. The Board proposes that Morten Opstad shall be elected to chair the Annual General Meeting.
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Approval of the notice and the agenda of the Meeting.
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Approval of the Annual Report and Annual Financial Statements for 2009
The Board proposes that the 2009 Annual Report and Annual Financial Statements for IDEX ASA and the IDEX Group be approved in all respects.
- Guidelines for remuneration of the management
Pursuant to Section 6-16a of the Public Limited Companies Act ("PLCA"), ref Section 5-6, paragraph 3 of the PLCA, the Board proposes the following resolution:
(a) Guiding resolution of executive remuneration policy
The Annual General Meeting acknowledges the statement on executive remuneration, conf. Section 6-16a of the PLCA, as presented by the Board in note 4 to the Annual Financial Statements for 2009. In case the Board in any new agreement valid in 2011 departs from the guidelines for 2011, the reason shall be stated in the minutes of the relevant Board meeting.
(b) Binding resolution of executive remuneration policy
The Annual General Meeting refers to its resolution on items 5 and 6.3 on the agenda of the instant meeting. Any other share-based remuneration program must be presented for consideration at a general meeting.
- 2010 Subscription Rights Incentive Plan
At the Annual General Meeting on 8 May 2009 (and as amended at extraordinary general meeting on 12 August 2009) it was resolved to renew previous resolutions providing for the grant of independent subscription rights as part of the Company's incentive program. A new subscription rights plan is proposed for the coming one-year period. Consistent with past practice, the former plan is closed each time a new plan is implemented, meaning that no further subscription rights will be issued under these former plans.
Independent subscription rights cannot be exercised beyond five years from the date of the resolution by the general meeting. In order for the Company to continue with a consistent five-year total life span and consistent vesting schedules on future grants, the Board proposes the adoption of a new subscription rights program for the coming one-year period. The Board proposes that the maximum number of independent subscription rights that may be granted and be outstanding under the Company's subscription right programs (including employee options that may be granted by the Board under the Specific Employee Incentive Program pursuant to agenda item 8.3 below) will be 10 per cent of the registered number of shares in the Company at the time of this resolution.
The Board proposes that the Annual General Meeting passes a resolution for the issuance of subscription rights to employees and consultants in the Company or its subsidiaries or affiliates.
The Board believes the Company is poised for continued growth and the Board wishes to retain the services of employees and consultants by allowing them to share the rewards resulting from their efforts.
Proposal for resolution by the Annual General Meeting:
"The Company issues independent subscription rights to employees of IDEX ASA and its subsidiaries and affiliated companies (hereinafter collectively referred to as "the Company") and to individual consultants performing similar work.
Each subscription right shall entitle the holder to demand one ordinary share in the Company; provided, however, that in the event the Company's share capital or number of shares is changed by way of a capitalization issue, stock split, stock consolidation etc. the maximum number of subscription rights (see next paragraph) that may be issued under the subscription rights program, and the consideration for the ordinary shares to be issued in the Company upon exercise of the subscription rights, shall be adjusted accordingly and rounded downwards to the nearest whole number.
The number of subscription rights to be issued shall be a minimum number of one subscription right and a maximum number of 21,038,289 subscription rights; provided, however, that the number of issued and outstanding subscription rights under all of the Company's subscription right programs (including employee options that may be granted by the Board under the Specific Employee Incentive Program pursuant to agenda item 8.3 below) shall not exceed 10 per cent of the registered number of shares in the Company at any given time.
The subscription rights must be subscribed for by no later than the trading day immediately preceding the 2011 Annual General Meeting.
The subscription rights will be granted for no consideration.
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The subscription rights shall be non-assignable otherwise than by will or by the laws of descent and distribution.
The vesting schedule for the subscription rights shall be 25 per cent each year beginning one year from the date of grant of the subscription rights; provided, however, that the Board may decide to establish an accelerated vesting schedule, if deemed appropriate.
Except as otherwise expressly determined by the Board, in the event of a Change in Control, subscription rights shall accelerate and immediately become one hundred per cent vested as of the date of the consummation of the Change in Control. For the purpose of this paragraph, Change of Control shall mean the occurrence of any of the following events: (i) Any acquisition, sale or disposition of stock or assets of the Company or merger or other form of consolidation resulting in a change of ownership of all or substantially all of the Company's assets, (ii) any legal person becoming the beneficial owner, directly or indirectly, of securities of the Company representing fifty per cent or more of the combined voting power of the Company's then-outstanding securities; or (iii) the complete liquidation of the Company pursuant to a plan approved by the shareholders of the Company.
The Board will establish the further rules and procedures in regard to vesting and exercise in cases of resignation or other termination of employment or consultancy, including subsequent time frames to allow completion of exercise after termination.
In connection with the issuance of subscription rights, and the exercise of any of the subscription rights and the resulting share capital increase in the Company, the existing shareholders are waiving their preferential right to subscribe for subscription rights or shares, as the case may be, according to the PLCA.
As consideration for the ordinary shares to be issued in the Company upon exercise of the subscription rights hereunder, the holders of the subscription rights shall pay to the Company a sum per share, which shall be equal to the average closing price of the Company's share, as reported by Oslo Axess over ten trading days immediately preceding the date of grant of the subscription rights.
No subscription rights may be exercised beyond the 5-year anniversary of the date of this resolution. In connection with the issuance of subscription rights, the Company may provide terms and conditions for exercise, as well as imposing restrictions on the sale and transfer of shares issued upon exercise of the subscription rights.
Any ordinary shares that are issued by the Company under the Subscription Rights Plan shall carry right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. All other shareholder rights associated with these ordinary shares, hereunder those referenced in § 11-12 (2) (9) of the PLCA, shall attach from the date of payment of the exercise price."
6. Authorizations to the Board to issue new shares
At the Annual General Meeting on 8 May 2009 (and amended at the Extraordinary General Meeting dated 12 August 2009) the Board of the Company was granted an authorization to increase the Company's share capital by issuance of new shares (for multiple purposes). The authorization expires on the date of the 2010 Annual General Meeting.
Generally, as the Company is working to further develop its business operations it is necessary that the Board is able to commit transactions with potential investors on a short notice. The required 21-day notice for a general meeting may delay this process.
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The Board proposes that the authorization shall be renewed for a one-year period for the purposes of private placements, rights issues and the Special Employee Incentive Program.
The Board proposes that the board authorization be maximized to 15 percent of the Company's share capital at the time of this authorization and about 12 per cent of the share capital after the expected exercise of remaining Warrants that expires on 12 August 2011.
On 21 October 2009 the Code of Practice for Corporate Governance was amended, which, among other things, recommends that each purpose will be the subject of a separate authorization by the shareholders.
By reason of the above, the Board proposes the adoption of the following separate authorizations to the Board to issue shares:
6.1 Board Authorization to issue Shares in Private Placements:
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The Board of Directors of IDEX ASA ("the Company") is authorized to accomplish one or more share capital increases by subscription for new shares. The total amount by which the share capital may be increased is NOK 4,733,615 (representing 15 per cent of the registered share capital of the Company at the time of this authorization). Moreover, under no circumstances shall the number of shares that may be issued by the Board collectively under this agenda item 6 exceed 15 per cent of the registered share capital at the time of this authorization. Any previous authorizations given to the Board to issue shares shall be, and hereby are, withdrawn with effect from the date this authorization is registered in the Register of Business Enterprises (not including, for the avoidance of doubt, the other authorizations contained in this agenda item 8).
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The instant authorization may be used in connection with private placements and share issues to suitable investors (may be existing shareholders or new shareholders, hereunder employees in the Company) in order to raise additional capital for the Company.
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In the event the Company's share capital is changed by way of a capitalization issue, stock split, stock consolidation etc., the maximum nominal value of the shares that may be issued under this authorization shall be adjusted accordingly.
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Existing shareholders are waiving their preemptive right to subscribe for shares according to the PLCA in the event of a share capital increase as authorized herein.
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The Board is authorized to decide upon the subscription terms, including issue price, date of payment and the right to sell shares to others.
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Payment of share capital in connection with a share capital increase authorized herein may be made by way of non-cash contribution and other special subscription terms, as same are provided in Section 10-2 of the PLCA.
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The General Meeting authorizes the Board to amend the Company's Articles of Association concerning the size of the share capital when the instant authorization is used.
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The authorization shall be valid until the 2011 Annual General Meeting, but not later than 30 June 2011.
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The new shares, which may be subscribed for according to this authorization, shall have right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. In other respects, the shares shall have shareholder rights from the time of issuance, unless the Board otherwise determines.
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Shares that are not fully paid cannot be transferred or sold.
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6.2 Board Authorization to issue Shares in Rights Issues:
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The Board of Directors of IDEX ASA ("the Company") is authorized to accomplish one or more share capital increases by subscription for new shares. The total amount by which the share capital may be increased is NOK 4,733,615 (representing 15 per cent of the registered share capital of the Company at the time of this authorization). Moreover, under no circumstances shall the number of shares that may be issued by the Board collectively under this agenda item 6 exceed 15 per cent of the registered share capital at the time of this authorization. Any previous authorizations given to the Board to issue shares shall be, and hereby are, withdrawn with effect from the date this authorization is registered in the Register of Business Enterprises (not including, for the avoidance of doubt, the other authorizations contained in this agenda item 8).
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The instant authorization may be used in connection with rights issue to existing shareholders of the Company in order to raise additional capital for the Company.
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In the event the Company's share capital is changed by way of a capitalization issue, stock split, stock consolidation etc., the maximum nominal value of the shares that may be issued under this authorization shall be adjusted accordingly.
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Existing shareholders are waiving their preemptive right to subscribe for shares according to the PLCA in the event of a share capital increase as authorized herein.
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The Board is authorized to decide upon the subscription terms, including issue price, date of payment and the right to sell shares to others.
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Payment of share capital in connection with a share capital increase authorized herein may be made by way of non-cash contribution and other special subscription terms, as same are provided in Section 10-2 of the PLCA.
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The General Meeting authorizes the Board to amend the Company's Articles of Association concerning the size of the share capital when the instant authorization is used.
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The authorization shall be valid until the 2011 Annual General Meeting, but not later than 30 June 2011.
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The new shares, which may be subscribed for according to this authorization, shall have right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. In other respects, the shares shall have shareholder rights from the time of issuance, unless the Board otherwise determines.
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Shares that are not fully paid cannot be transferred or sold.
6.3 Board Authorization to issue Shares for purpose of Special Employee Incentive Program:
- The Board of Directors of IDEX ASA ("the Company") is authorized to accomplish one or more share capital increases by subscription for new shares. The total amount by which the share capital may be increased is NOK 3,155,743.35 (representing 10 per cent of the registered share capital of the Company at the time of this authorization). Moreover, under no circumstances shall the number of shares that may be issued by the Board collectively under this agenda item 6 exceed 15 per cent of the registered share capital at the time of this authorization. Any previous authorizations given to the Board to issue shares shall be, and hereby are, withdrawn with effect from the date this authorization is registered in the Register of Business Enterprises (not including, for the avoidance of doubt, the other authorizations contained in this agenda item 8).
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The instant authorization may be used in connection with the exercise of stock options under a Special Employee Incentive Program.
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In the event the Company's share capital is changed by way of a capitalization issue, stock split, stock consolidation etc., the maximum nominal value of the shares that may be issued under this authorization shall be adjusted accordingly.
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Existing shareholders are waiving their preemptive right to subscribe for shares according to the PLCA in the event of a share capital increase as authorized herein.
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The Board is authorized to decide upon the subscription terms, including issue price, date of payment and the right to sell shares to others; subject to the provisions set out in Sub-Section 8 below.
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Payment of share capital in connection with a share capital increase authorized herein may be made by way of non-cash contribution and other special subscription terms, as same are provided in Section 10-2 of the PLCA.
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The General Meeting authorizes the Board to amend the Company's Articles of Association concerning the size of the share capital when the instant authorization is used.
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The Board is authorized to grant stock options to the employees, which options can be exercised into shares on the conditions set by the Board. The vesting schedule for the options will have a term of up to 2 years after the date of grant, and the Board can determine a further option period for up to one year. The Board can provide terms and conditions in regard to the achievement of goals in order to be able to exercise options, as well as restrictions on the employee's shares after the options have been exercised. The exercise price per share cannot be more than 10 per cent below market price at the time of the option grant. The exercise price can be set higher at the discretion of the Board. The number of options cannot exceed 10 per cent of the Company's share capital at the time the authorization is granted. Further, there will also be a limitation, equal to 10 per cent of the registered number of shares in the Company at any time, on the number of stock options and subscription rights that may be outstanding, see agenda item 7.
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The authorization shall be valid until the 2011 Annual General Meeting, but not later than 30 June 2011.
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The new shares, which may be subscribed for according to this authorization, shall have right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. In other respects, the shares shall have shareholder rights from the time of issuance, unless the Board otherwise determines.
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Shares that are not fully paid cannot be transferred or sold.
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Adjustment of issued and outstanding Warrants and Subscription Rights by reason of Share Consolidation.
At the Extraordinary General Meeting on 17 February 2010, a 3:1 share consolidation was resolved, whereby 3 shares, each with a par value of NOK 0.05, were consolidated into one share having a par value of NOK 0.15. The share consolidation became effective on 10 March 2010. It is provided that in case of a share consolidation, the number of outstanding Warrants and subscription rights in the Company and the consideration for the ordinary shares to be issued upon exercise of the Warrants and subscription rights, as the case may be, shall be adjusted accordingly.
By inadvertence, the existing resolutions and rules in regard to issued and outstanding Warrants and subscription rights fail to specify how the adjustment will take place if the number of Warrants and/or subscription rights held by a particular holder is not dividable by three. The Board proposes that the General Meeting passes the following resolution:
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"In case the number of Warrants and/or subscription rights held by a particular holder, following the 3:1 consolidation caused by the share consolidation resolved by the Extraordinary General Meeting on 17 February 2010, is not dividable by three, the number of Warrants and subscription rights shall be rounded down to the nearest whole number."
8. Approval of the remuneration of the Board members
The 2009 Annual General Meeting approved the Board remuneration for a period from the previous Annual General Meeting to the then current Annual General Meeting.
As the Company sees benefits in restraining the outflow of liquidity and the Board members have informed that they may be interested in receiving shares in the Company, it is proposed that the Board members, as an alternative to a cash payment, can elect to receive all or part of the remuneration in the form of shares or subscription rights in the Company. The number of shares to which the board members would be entitled is proposed to be calculated as follows: The board member shall be entitled to subscribe for a value of shares (based on the closing price of the Company's shares on the date of the Annual General Meeting) of 133 per cent of the NOK amount granted as board remuneration; provided, however, that the director must pay a subscription price per share equal to the par value of the share, being NOK 0.15.
The Board proposes the following resolution to be approved by the Annual General Meeting:
"The annual board remuneration is NOK 100,000 per board member for the period from the date of the 2008 Annual General Meeting until the date of the 2009 Annual General Meeting. The Chairman of the Board receives an additional annual amount of NOK 30,000 for serving as the Chairman.
The Board members can elect to receive all or part of the board remuneration in the form of shares in the Company. The number of shares to which the Board members would be entitled shall be calculated as follows: The Board member shall be entitled to subscribe for one or more shares having a total market value (based on the closing price of the Company's shares on the date of the Annual General Meeting) of 133 per cent of the NOK amount granted as board remuneration; provided, however, that the Board member must pay a subscription price per share equal to the par value of the share, being NOK 0.15.
To the extent a Board member wishes to receive board remuneration in the form of shares, the Board member must notify the Company and subscribe for the shares within the start of trading on Oslo Axess on the trading day immediately subsequent to the date of the Annual General Meeting, and also pledge to not sell the shares before the earlier of the Annual General Meeting of the Company in 2011 or 30 June 2011. Payment of the subscription price shall be made no later than 31 May 2010.
In order to facilitate the foregoing, the Board is authorized to accomplish one or more share capital increases with a maximum of NOK 100,000 for the purpose of issuing shares to those Board members who elect to receive shares as opposed to cash on the aforesaid terms, and to amend the Company's Articles of Association accordingly. Existing shareholders are waiving their preemptive right to subscribe for shares according to the PLCA in event of a share capital extension as authorized herein. The new shares, which may be subscribed for according to this resolution, shall have right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises.
The Board members can elect to receive all or part of the board remuneration in the form of subscription rights in accordance with agenda item 5 above, except to state that the vesting and exercise is not dependent on the recipient remaining a Board member of the Company. The
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number of subscription rights to which the Board members would be entitled is proposed to be calculated by dividing the cash remuneration by the subscription right value, as of the date of the Annual General Meeting, where the subscription right value shall be based on the Black & Scholes option pricing model in the manner applied by the Company's external subscription right registrar (Norse Solutions AS) for accounting purposes. To the extent a Board member wishes to receive board remuneration in the form of subscription rights, the Board member must notify the Company within the start of trading on Oslo Axess on the trading day immediately subsequent to the date of the Annual General Meeting."
9. Re-pricing of Subscription Rights granted to Board members as Board Remuneration
At the Annual General Meeting 2008, the Board members were given the option to receive subscription rights ("SRs") in lieu of board remuneration. Three Board members took up this option, and received a total of 46,875 SRs at an exercise price of NOK 3.61 per share. The SRs vest over four years and expire on 18 June 2013. The 7.5-for-1 rights issue undertaken by the Company in 2009 served to dilute the value of these SRs by the same factor.
The same dilution was caused to incentive SRs held by employees. The Board renewed the incentive to the employees by grant of SRs with an exercise price of NOK 0.40 per share on 8 October 2009. Following the 3:1 consolidation (reverse spilt) of IDEX' shares on 10 March 2010, the number of SRs has become one-third and the exercise price NOK 1.20 per share.
Any grant to Board members in that capacity must be resolved by the general meeting. To compensate the Board members in question similarly to the employees, it is proposed that the general meeting grants 2.83 SRs for each original subscription right, at an exercise price of NOK 1.20 per share. The factor 2.83 has been calculated as follows: $(1 + 7.5) / 3 = 2.83$. For the avoidance of doubt, it is stated that corresponding to the grant to employees, the original SRs are not cancelled.
The Board proposes the following resolution:
"The Company issues independent subscription rights to board members Hanne Høvding, Joan Frost Urstad and Harald Voigt.
Each subscription right shall entitle the holder to demand issue of one ordinary share in the Company; provided, however, that in the event the Company's share capital or number of shares is changed by way of a capitalization issue, stock split, stock consolidation etc. the number of subscription rights (see next paragraph) that may be issued under this resolution, and the consideration for the ordinary shares to be issued in the Company upon exercise of the subscription rights, shall be adjusted accordingly.
The number of subscription rights to be issued shall be 26,532 to Hanne Høvding and 53,064 to each of Joan Frost Urstad and Harald Voigt.
The subscription rights must be subscribed for by no later than 31 May 2010.
The subscription rights will be granted for no consideration.
The subscription rights shall be non-assignable otherwise than by will or by the laws of descent and distribution.
The vesting schedule for the subscription rights shall be 25 per cent each year beginning one year from the date of grant of the subscription rights. The vesting and exercise is not dependent on the recipient remaining a Board member of the Company.
Except as otherwise expressly determined by the Board, in the event of a Change in Control, subscription rights shall accelerate and immediately become one hundred percent vested as of the date of the consummation of the Change in Control. For the purpose of this paragraph,
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Change of Control shall mean the occurrence of any of the following events: (i) Any acquisition, sale or disposition of stock or assets of the Company or merger or other form of consolidation resulting in a change of ownership of all or substantially all of the Company's assets, (ii) any legal person becoming the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent or more of the combined voting power of the Company's then-outstanding securities; or (iii) the complete liquidation of the Company pursuant to a plan approved by the shareholders of the Company.
In connection with the issuance of subscription rights, and the exercise of any of the subscription rights and the resulting share capital increase in the Company, the existing shareholders are waiving their preferential right to subscribe for subscription rights or shares, as the case may be, according to the PLCA.
As consideration for the ordinary shares to be issued in the Company upon exercise of the subscription rights hereunder, the holders of the subscription rights shall pay to the Company NOK 1.20 per share.
No subscription rights may be exercised beyond the 5-year anniversary of the date of this resolution. In connection with the issuance of subscription rights, the Company may provide terms and conditions for exercise, as well as imposing restrictions on the sale and transfer of shares issued upon exercise of the subscription rights.
Any ordinary shares that are issued by the Company under this resolution shall carry right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. All other shareholder rights associated with these ordinary shares, hereunder those referenced in § 11-12 (2) (9) of the PLCA, shall attach from the date of payment of the exercise price."
10. Election of Board of Directors
11. Approval of the remuneration of the auditor
The Board proposes that the Annual General Meeting approves the payment of the auditor's fees for 2009 against invoice.
After the Annual General Meeting, the CEO, Ralph W. Bernstein, will give a presentation and status report of IDEX ASA.
20 April 2010
Idex ASA
Morten Opstad
Chairman of the Board of Directors
O
IDEX
Name of shareholder
PIN CODE: _____
REF. NR: _____
ANNUAL GENERAL MEETING
in IDEX ASA
on 11 May 2010 at 09:00 hrs.
at Felix Concurrence Centre in Oslo, Norway
If the shareholder above is a company, please state the name of the person representing the company:
To grant proxy, use the proxy form overleaf.
Name of person representing the shareholder (company).
ATTENDANCE FORM
The form must be received by the registrar DnB NOR Bank ASA at the latest by 7 May 2010 at 12.00 hrs.
Postal address: DnB NOR Bank ASA, Verdipapirtjenester, N-0021 Oslo, Norway, alternatively on telefax +47 2248 1171. Attendance may also be registered via the Company's website www.idex.no menu item Investor Relations or via "Investortjenester", a service provided by most Norwegian registrars.
With regards to rights of attendance and voting we refer you to the Norwegian Public Limited Companies Act, in particular Chapter 5. Shares situated on nominee accounts should be transferred into a securities account (VPS account) in the name of the beneficial owner during the period of the general meeting, i.e. from before the deadline for registration of attendance until after the general meeting. Such registrations in VPS are effective overnight as opposed to the three-day settlement/recording period of trades. The nominee does such temporary registration by contacting the nominee's VPS account manager. The beneficial owner must register for attendance represented by a person or give proxy by using the proxy form overleaf.
The undersigned will attend the General Meeting of the company on 11 May 2010 and vote for:
A total of
own shares.
other shares in accordance with enclosed Power of Attorney
shares.
Place/Date
Shareholder's signature
Sign only by own attendance.
To grant proxy, use the form overleaf.
IDEX
POWER OF ATTORNEY
REF. NO: ____
If you cannot personally attend the General Meeting, you may appoint a proxy to use this power of attorney, or you can return a blank power of attorney. In the latter case, the Chairman of the Board or one of the members of the Board of Directors or another person designated by the Board, will be your proxy at the General Meeting.
This power of attorney must be received by the registrar DnB NOR Bank ASA at the latest by 7 May 2010 at 12.00 hrs.
Postal address: DnB NOR Bank ASA, Verdipapirtjenester, N-0021 Oslo, Norway, alternatively on telefax +47 22 48 11 71. Proxies without voting instructions may also be registered via the Company's website www.idex.no menu item Investor Relations or via "Investortjenester", a service provided by most Norwegian registrars.
The undersigned : (name of shareholder)
hereby appoints : ☐ Chairman of the Board or a person designated by the Board
or
(Name of proxy in capital letters)
as my proxy with the authority to attend and vote at IDEX ASA's General Meeting on 11 May 2010 for my/our shares.
If the shareholder is a company, the company's company certificate shall be enclosed with the proxy form.
VOTING INSTRUCTIONS
You may provide voting instructions to the proxy. Please state any such voting instructions in the table below. In case voting instructions are absent, ambiguous or not clear, your proxy will vote in accordance with the proxy's own judgment. In case amended or new resolutions are proposed at the meeting, your proxy will vote in accordance with the proxy's own judgment.
| Proposed resolutions in the notice of the meeting: | For | Against | Abstain | |
|---|---|---|---|---|
| 1 | Election of chairman of the meeting | |||
| 2 | Approval of the notice and the agenda | |||
| 3 | Approval of annual report and annual financial statements 2009 | |||
| 4 (a) | Guiding resolution of executive remuneration policy | |||
| 4 (b) | Binding resolution of executive remuneration policy | |||
| 5 | 2010 Subscription rights incentive plan | |||
| 6.1 | Board authorization to issue shares in private placements | |||
| 6.2 | Board authorization to issue shares in rights issues | |||
| 6.3 | Board authorization to issue shares for purposes of Special Employee Incentive Program | |||
| 7 | Adjustment of issued and outstanding Warrants and subscription rights by reason of share consolidation | |||
| 8 | Remuneration to the board members | |||
| 9 | Re-pricing of subscription rights granted to Board members as Board remuneration | |||
| 10 | Election of board in accordance with the board's proposal | |||
| 11 | Remuneration of the auditor |
Place and date
Shareholder's signature
Sign only when granting proxy.
For own attendance use the form overleaf.
With regards to rights of attendance and voting we refer you to the Norwegian Public Limited Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the beneficial owner giving such proxy must be presented at the meeting.