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IDEX Biometrics ASA — Proxy Solicitation & Information Statement 2023
Nov 30, 2023
3633_rns_2023-11-30_44547d8c-0526-4ee7-871b-c0cd47c5b684.pdf
Proxy Solicitation & Information Statement
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Ref no: PIN code: Extraordinary General Meeting 21 December 2023 at 12.00 hrs. CET
Registered shareholding as of 30 November 2023: _________________________ You will cast votes for the number of shares registered in Euronext VPS as of the record date, five trading days prior to the general meeting.
The general meeting is held only as an online meeting, there is no physical attendance option. You may grant proxy with or without voting instructions, see below and overleaf.
Your attendance or proxies must be received by 19 December 2023 at 12.00 hrs (noon) CET.
Electronic registration Note: Alternative, analog form overleaf.
Step 1 – Register during the enrollment/registration period:
Two alternatives:
- Shareholders receiving this notice by post: Log in via the company's website https://www.idexbiometrics.com/investors/general-meetings/ using the reference number and PIN above
- Log in through VPS Investor services; available at https://www.euronextvps.no/ or through own account manager (bank/broker). When logged in, select Corporate Actions – General Meeting – ISIN NO0003070609
You will see your name, reference number, PIN and shareholding balance. At the bottom of the page there are four buttons:
"Enroll" - There is a statutory requirement for enrollment. All shareholders will have the opportunity to log in to the meeting, but in order to have the right to speak and vote, you must have enrolled by the deadline. "Advance vote" – Not applicable
"Delegate Proxy" - Give proxy to the Chair of the Board of Directors or another person "Close" - If you do not wish to make any registration.
Step 2 – On the general meeting day:
Online participation: Please login through https://dnb.lumiagm.com/106611317 . You must identify yourself using the reference number and PIN from VPS - see step 1 above. You may also obtain your reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:0015:30 CET).
If you are not logged in before the meeting starts, you will be granted access, but will not be able to vote. Note that the same applies if you have not enrolled before the enrollment deadline.
Ref no: PIN code:
Form for submission per post or e-mail when electronic registration is not possible Note: This form is for use only if you are unable to register electronically.
The signed form must be received by DNB Bank ASA, Registrar's Dept. no later than 19 December 2023 at 12.00 hrs. CET. It may be sent by e-mail to [email protected], or by post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
Shares held by _________________________________________________ hereby register for participation at the extraordinary general meeting on 21 December 2023 as follows: (tick one)
☐ Enrol for online participation (do not mark the items below)
___________________________________________________________________
- ☐ Open proxy to the Chair of the Board of Directors or a person authorized by the Board of DIrectors (do not mark the items below)
- ☐ Proxy with instructions to the Chair of the Board of Directors or a person authorized by the Board of DIrectors (mark "For", "Against" or "Abstain" on the individual items below)
- ☐ Open proxy to the following person (do not mark items below you need to iinstruct your proxy solicitor directly)
(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 (08:00–15:30 CET) for login details.
The votes shall be cast in accordance with the instructions below. Please note that if any items below are not not ticked off, this will be deemed to be an instruction to vote "For" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote at his or her discretion. In such case, the proxy holder will vote on the basis of his or her reasonable understanding of the instruction. The same applies if there is any doubt as to how the instructions should be understood. Where no reasonable interpretation is possible, the proxy holder may abstain from voting.
| Items For Against |
Abstain | |||
|---|---|---|---|---|
| 1. | Election of a person to chair the meeting and a person to co-sign the minutes | | | |
| 2. | Approval of the notice and the agenda of the meeting | | | |
| 3.1 | Board authorization to issue shares in connection with share consolidation | | | |
| 3.2 | Share consolidation | | | |
| 3.3 | Amendment to the Articles of Association in connection with the share consolidation |
| | |
| 4.1 | Reduction of share capital by reduction of par value of the shares | | | |
| 4.2 | Amendment of Articles of Association | | | |
| 5. | Issuance of convertible loan | | | |
| 6 (a) Board authorization to issue shares in private placements | | | | |
| 6 (b) Board authorization to issue shares in rights issues | | | | |
| 7 | Amendment of the 2023 Subscription Rights Incentive Plan | |||
| 7.1 Amendment of the total number of subscription rights of the 2023 SR Plan | | | | |
| 7.2 Amendment of the number of shares issuable with an exercise price below "fair market value" of the 2023 SR Plan |
| | | |
| 7.3 Supplemental proposal | | | |
The form must be dated and signed
GUIDE FOR ONLINE PARTICIPATION AT IDEX BIOMETRICS ASA EXTRAORIDNARY GENERAL MEETING 21 DECEMBER 2023 AT 12.00 CET
IDEX Biometrics ASA will hold the general meeting as an online meeting, where you may attend by using your PC, smartphone or tablet. Your attendance must be received by 19 December 2023 at 12.00 hrs (noon) CET. Please refer to the attendance form for details.
You may also give a proxy with or without voting instructions in advance of the meeting. See the notice for further details on how to authorize a proxy. If you give a proxy, you can still log on to the general meeting to follow the proceedings and ask questions, but you will not have the opportunity to vote on the items.
By participating online, shareholders will receive a live webcast from the general meeting, submit questions in writing, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext VPS) for the purposes of this general meeting.
Shareholders must be logged in before the general meeting starts. Log ins after the meeting has started will have access, but with no voting rights.
Shareholders who do not find the reference number and PIN code for access or have other technical questions are welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00 and 15:30 CET).
HOW TO ACCESS THE ONLINE GENERAL MEETING
To attend online, you must go to the following website: https://dnb.lumiagm.com/ on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge and Firefox are supported.
enter Meeting ID: 106-611-317 and click Join
You will be prompted to select either of
| Aksjonær/shareholder Ref.nr & PIN | |
|---|---|
| Gjestepålogging/ Guests |
If you are a shareholder, choose Shareholder Ref.nr & PIN. You must identify yourself by.
a) Ref. number from VPS for the general meeting
b) PIN code from VPS for general meeting
If you are a guest, you will need to state your name and e-mail. You will not have voting rights or pose questions.
You can log in only on the day of the meeting, and not earlier than one hour before the general meeting starts.
Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how the system works. Note that you must have internet connection throughout the meeting. If you for some reason log off, just log in again following the steps above.
HOW TO OBTAIN YOUR REFERENCE NUMBER AND PIN CODE
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the general meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://www.euronextvps.no or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post on the registration form with the notice of the general meeting from the company.
Shares beld by custodian: Shareholders holding shares through custodian (nominee) accounts must exercise their voting rights through their custodian. Please contact your custodian for further information.
HOW TO VOTE
When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting when the general meeting concludes the voting on them. Items will be pushed to your screen when the voting starts. Click on the voting icon to return to the voting screen.
To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one.
To change your vote, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.
NB: Logged in shareholders who have given proxy will not be able to vote but can follow the meeting on line and submit questions.
| $102 - UK$ | 15:54 ⊕ 33% Poll Open |
|---|---|
| Split Voting | |
| the chair | 2. Valg av møteleder og person til å medundertegne protokollen / Election of person to chair the meeting and election of a person to co-sign the minutes together with |
| Select a choice to send. | |
| For / For | |
| Mot / Against | |
| Avstår / Abstain | |
QUESTIONS TO THE CHAIRPERSON
Questions or messages relating to the items on the agenda can be submitted by the shareholder or an appointed proxy at any time during the meeting as long as chair of the meeting leaves this open.
If you would like to see published questions from others or ask a question relating to the items on the agenda, select the messaging icon.
Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.
Questions submitted online will be moderated before displayed to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.
The name, but not shareholding, of shareholders who submit questions will be visible to all attendants.