Pre-Annual General Meeting Information • Apr 29, 2019
Pre-Annual General Meeting Information
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The Annual General Meeting will be held in the company's offices at Nydalsveien 28, Oslo, on Monday 21 May 2019 at 17.00 hrs.
The Board of Directors has adopted the following agenda for the meeting:
The 2018 Annual Report, the report from the Nomination Committee (items 5 and 11) and the Board's statement in respect of agenda item 7 are available at www.itera.no.
The total number of shares issued by Itera ASA is 82,186,624 and each share carries one vote.
Shareholders who wish to attend the meeting, either in person or by proxy, are requested to fill in and return the attached attendance form/proxy form no later than 14 May 2019 to Itera ASA, Attn: Mette Valdem, e-mail: mette.valdem@itera.no.
Oslo, 29 April 2019 Signed for and on behalf of the Board of Directors of ITERA ASA
Morten Thorkildsen Chairman
The undersigned will attend the Annual General Meeting of Itera ASA on 21 May 2019 and exercise voting rights for the following:
| own shares |
|---|
| shares owned by others in accordance with the attached proxy forms. |
| In total shares. |
Place and date Signature (please also provide name in capital letters)
A copy of proxy forms entitling the named bearer to meet and vote on behalf of shareholders must be attached and the original forms must be brought to and presented at the General Meeting.
_____________________________ ___________________________________________
Shareholders are requested to return the completed and signed attendance forms and/or proxy forms no later than 14 May 2019 to:
Itera ASA, Attn: Mette Valdem, e-mail: [email protected] or by mail to P.O. Box 4814 Nydalen, NO-0422 Oslo, Norway.
The undersigned hereby grants the right to attend the meeting and to vote on behalf of the shareholder at the Annual General Meeting of Itera ASA on 21 May 2019 to:
Name in capital letters of person* entitled to exercise the proxy
_____________________________________________
for my/our ........................................................ shares. number
*If no person is named as the proxy, the proxy form will be deemed to appoint the Chair of Itera ASA's Board of Directors as the proxy. Where the proxy form is signed for a company by an authorised person, a certified copy of the company's Certificate of Registration must be attached.
The proxy is authorised to vote in accordance with the instructions given below. If no instruction is given for an agenda item by checking one of the boxes for the item in the table below, this will be deemed to be an instruction to vote in favour of the proposal in relation to this item as stated in the agenda.
| ITEM | For | Against | Desist from voting |
Representative determines the voting |
|
|---|---|---|---|---|---|
| 3. | Approval of the notice of the meeting and the agenda. | ||||
| 4. | Approval of the Annual Report and the Board of Directors' report. | ||||
| 5. | Approval of the remuneration of the members of the Board of | ||||
| Directors, Board Committees and Nomination Committee. | |||||
| 6. | Determination of the fees payable to the Auditor | ||||
| 7. | To consider the Board of Directors' statement regarding the | ||||
| determination of salary and other remuneration of senior employees | |||||
| cf. Public Limited Companies Act § 6-16a. | |||||
| 8. | Adoption of the Board of Directors' proposal to authorise the Board | ||||
| of Directors to increase the company's share capital. The proposal | |||||
| includes the option to waive the pre-emptive rights of shareholders | |||||
| to subscribe for shares in the event of an increase in share capital. | |||||
| 9. | Adoption of the Board of Directors' proposal to approve the | ||||
| company's purchase of its own shares. | |||||
| 10. Authorisation for the Board to approve a supplementary dividend | |||||
| based on the company's annual financial accounts for 2018. | |||||
| 11. Election of the members of the Board of Directors and the | |||||
| Nomination Committee. | |||||
| 12. Adoption of the Board's proposal to reverse previously received | |||||
| Group contributions. |
Place and date Signature (please also provide name in capital letters)
Shareholders are requested to return the completed and signed attendance forms and/or proxy forms no later than 14 May 2020 to:
_____________________________ ___________________________________________
Itera ASA, Attn: Mette Valdem, e-mail: [email protected] or by mail to P.O. Box 4814 Nydalen, NO-0422 Oslo, Norway.
A register will be taken of shareholders attending the Annual General Meeting.
The Chairman of the Board will be proposed as the chairperson for the General Meeting, and one of the shareholders present will be proposed to countersign the minutes.
In accordance with applicable laws and regulations, the notice of the meeting and the agenda were sent out within the specified deadlines.
The Annual Report of Itera ASA is available on the Company's web site: https://www.itera.no/investor/reports-andpresentation/
Approval of the Annual Accounts and Annual Report for 2018, including allocation of the profit for the year of the parent company.
The Board proposes the following resolution for adoption by the General Meeting:
The Annual Accounts and Annual Report for 2018 are approved in their entirety. The Board proposes that the profit for the year of the parent company, Itera ASA, amounting to NOK 33,570k, should be allocated as follows:
Proposals for determining the remuneration of members of the Board of Directors, Board Committees and the Nomination Committee can be found in the report from the Nomination Committee made available on the company's website at https://www.itera.no/investor/reports-and-presentation/.
In accordance with these proposals, the Nomination Committee proposes that the Annual General Meeting should approve the following resolution:
The following remuneration structure for the Board of Directors for 2018/19 is approved:
The compensation is expected to be kept unchanged for the coming period. 50% of the expected remuneration may be paid in advance and 50% at the end of the period.
The Nomination Committee recognises that there may be a need for the Chairman or any Board members to assume extraordinary work beyond what is included in the ordinary board work. To the extent the Board approves such agreements, the remuneration for such work will be additional to the above fixed remuneration.
In addition to external representatives and employees, the Audit Committee for 2018/19 has consisted of Mimi Berdal (chair) and Gyrid Skalleberg Ingerø (member), while the Remuneration Committee has consisted of Jan-Erik Karlsson (chair) and Morten Thorkildsen (member). The Board proposes that the Annual General Meeting should approve the following resolution in respect of the remuneration of members of Board Committees:
The following structure for the remuneration of the members of Board Committees for 2018/2019 is hereby approved:
The Board proposes the following resolutions for adoption by the General Meeting with respect to remuneration of the Nomination Committee for 2018/19:
The following structure for the remuneration of the members of the Nomination Committee for 2018/2019 is hereby approved:
The fees include services related to the implementation of new accounting principles.
The Board proposes the following resolution for adoption by the General Meeting:
The auditor's fees are paid according to invoices of NOK 413 000
The Board of Director's statement regarding the determination of salary and other remuneration is included in the annual report, note 9. The Board of Directors' statement on the remuneration of senior employees is presented to the General Meeting for an advisory vote, and the following resolution for adoption by the General Meeting is proposed:
The General Meeting approves the Board's statement regarding the determination of salary and other remuneration paid to senior employees.
Itera currently has three ongoing share option programmes, of which one expires in June 2019. The number of outstanding share options (issued but not exercised) totals 2 618 080.
| Programme | Outstanding 31.12.2017 |
Expired in 2018 |
in 2018 | Exercised Outstanding 31.12.2018 |
Fairvalue when issued |
Exercise price 1 |
Share price when issued 3 |
Date of issue |
Exercise period |
|---|---|---|---|---|---|---|---|---|---|
| 2015 | 268000 | 268000 | NOK0.25 | NOK 2.58 | NOK 2.58 | 07.09.2015 | 2016-2019 | ||
| 2016 | 1477000 | 326000 | 1151 000 | NOK 0.26 | NOK3.89 | NOK3.89 | 08.07.2016 | 2017-2020 | |
| 2017 | 380800 | 68800 | 112920 | 1199080 | NOK 0.60 | NOK 6.42 | NOK 6.42 | 28.06.2017 | 2018-2021 |
| Total | 3125800 | 68800 | 438920 | 2618080 |
The Board proposes that the company continues its share purchase programme for all employees and that the Board approves the programme annually. The Board also proposes that the company continues a share programme for key employees based on recent years' models.
Based on the Company's strategy and economic development, the Board also wishes to be in a position to acquire companies that are industrially compatible with the Company's future development. The Board would therefore like the authorisation to be renewed, with a limit for the number of shares that might be issued set at 5% of the Company's share capital at the date of the Annual General Meeting's resolution to grant the authorisation. This currently amounts to an increase in share capital of NOK 1,232,799. The authorisation will enable the Board to wave the pre-emption rights of existing shareholders, which the Board considers necessary in order to perform share capital increases rapidly and in a cost-efficient manner. This applies to the acquisition of other companies and enterprises against payment in shares, as well as to cover the Company's share purchase and option programmes.
The authorisation will replace the authorisation granted at the General Meeting of 22 May 2018 and will be used for the following purposes:
To carry out share capital increases, including private placements, in connection with acquisitions, mergers, share purchase and share option programmes and/or purchase of capital assets etc.
Based on this, the Board proposes the following resolution for adoption by the General Meeting:
3. Shareholders' preferential rights pursuant to Section 10-4, cf. Section 10-5 of the Norwegian Public Limited Companies Act can be waived.
4. The authorisation is to be used in connection with acquisitions, mergers, share purchase and share option programmes and/or purchase of capital assets etc. The authorisation also covers capital increases for non-cash payment or other special subscription terms pursuant to Section 10-2 of the Norwegian Public Limited Companies Act. The authorisation also covers decisions in connection with mergers according to Section 13-5 of the Norwegian Public Limited Companies Act.
The Board of Directors proposes that the Annual General Meeting should authorise the Board of Directors to acquire own shares subject to a limit of 5% of the Company's share capital at the date of the Annual General Meeting's decision to grant the authorisation. The authorisation will replace the authorisation granted at the Annual General Meeting held on 22 May 2018.
On this basis, the Board of Directors proposes that the Annual General Meeting adopts the following proposal:
The Board of Directors is authorised to acquire own shares. The authorisation shall expire on 30 June 2020 and replaces the authorisation granted at the Annual General Meeting of 22 May 2018. The highest total face value of the shares that can be acquired by the company is NOK 1,232,799, which is equivalent to 4,109,331 shares each of face value NOK 0.30. The acquisitions would be within the limits set by the Public Limited Liabilities Companies Act, Section 9-2. The price paid for each share shall be at least NOK 0.30, which is equal to the face value, and no higher than NOK 20, but such that the price shall not exceed the listed price.
The acquisition and disposal of own shares can be carried out to fully or partially pay for acquisition of businesses and to have stock holdings in preparation for such purpose, and to fulfil the company's Employee Share Purchase and Option Agreements.
Shares shall be acquired via the stock exchange or in other ways at market value and so that general principles for equal treatment of shareholders are respected. The disposal of the company's own shares shall take place in accordance with the purpose of acquiring own shares or on a stock exchange or otherwise at a market price and in compliance with general principles for equal treatment of shareholders.
The Board of Directors proposes that the General Meeting authorise the Board to approve the payment of a supplementary dividend on the basis of the Company's annual financial accounts for 2018, cf. Section 8-2 (2) of the Norwegian Public Limited Companies Act. The Board proposes that it should be possible for the authorisation to be used multiple times. The authorisation will replace the authorisation granted at the Annual General Meeting on 22 May 2018.
On this basis, the Board proposes the following resolution for adoption by the Annual General Meeting:
The Board is granted authorisation to approve the payment of aa supplementary dividend on the basis of the Company's annual financial accounts for 2018, cf. Section 8-2 (2) of the Norwegian Public Limited Companies Act. The authorisation may be used multiple times. The authorisation is valid until 30 June 2020 and replaces the authorisation granted at the Annual General Meeting on 22 May 2018.
The Nomination Committee proposes that the current four shareholders elected board members are re-elected and that the following resolution is adopted by the General Meeting for the period 2019/2020:
Morten Thorkildsen is re-elected as Chairman of the Board and Mimi K. Berdal, Jan-Erik Karlsson and Gyrid Skalleberg Ingerø are re-elected as Board members.
In accordance with §6 of the Articles of Association and the current Instructions to the Committee, the Committee has consulted the largest shareholders. The Nomination Committee proposes the following resolution for adoption by the General Meeting for the period 2019/2020:
Olav Werner Pedersen, Bjørn Wicklund and Fredrik Thoresen are re-elected as members of the Nomination Committee. The committee elects its own leader.
Itera ASA has previously received Group contributions from its wholly owned subsidiaries Itera Norge AS, Compendia AS and Itera Offshoring Services AS based on the annual accounts of 2017 and 2016. The Board proposes to reverse these for technical accounting reasons with the intention of receiving the contributions as dividends based on the subsidiaries' 2019 annual accounts. The Board therefore proposes the following resolution for adoption by the General Meeting:
The General Meeting decides to reverse the received Group contributions from its subsidiaries as follows and with effect from 2019:
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