Pre-Annual General Meeting Information • Sep 9, 2016
Pre-Annual General Meeting Information
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Please note that this English translation of the calling notice is for information purposes only and that the Norwegian calling notice shall prevail in case of any inconsistencies.
To the shareholders in Storm Real Estate ASA
An extraordinary general meeting in Storm Real Estate ASA ("the Company") will be held at
The Chairman of the Board will open the general meeting and registration of attending shareholders will take place. The General Meeting will be chaired by the Chairman of the Board according to the company's Articles of Associations §10.
The Board of Directors propose the following agenda:
The board of directors proposes that the general meeting makes the following resolution:
The calling notice and the agenda are approved.
One person attending the general meeting will be proposed to countersign the minutes from the meeting together with the chairperson.
In accordance with the company's current Articles, the Board of Directors shall consist of 5-7 members. As a consequence of the company's reduced activity, and also the need to cut costs, it is proposed that the company reduces the minimum number of board members to 3.
The board of directors proposes that the general meeting makes the following resolution:
The Articles §5 is amended to the following wording:
" The board of directors of the company shall consist of minimum 3 members. The chairperson of the board of directors solely, or two members of the board of directors jointly, shall have authority to sign for the company. The board of directors may designate procurators."
The Board currently has 4 members and 1 alternate member, after one director resigned this summer. As a result of its reduced activity, and also a need for cutting costs, the Nomination Committee has evaluated the Board's composition. Recommendation of the Nomination Committee is attached.
It is proposed that Kim Mikkelsen elected alternate director instead of Christopher Ihlen, and that the general meeting resolves as follows:
Kim Mikkelsen is elected as alternate director.
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Enclosed please find the registration sheet and proxy form. Entries must be received within 28 September 2016 in accordance with the Articles of Association § 9.
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The Company is a Norwegian public limited liability company governed by Norwegian law, thereunder the Public Limited Liability Companies Act and the Securities Trading Act. As of the date of this calling notice, the Company has issued 18,345,623 shares. In the Company's General Meeting each share has one vote. The shares have equal rights in all respects.
Shareholders are entitled to attend the General Meeting in person or by proxy, and are further entitled to speak at the General Meeting. Shareholders may also be accompanied by an advisor who may speak at the General Meeting.
A shareholder has the right to put matters on the agenda of the general meeting. The matter shall be reported in writing to the Board within seven days prior to the deadline for the notice to the general meeting, along with a proposal to a draft resolution or a justification for the matter having been put on the agenda. In the event that the notice has already taken place, new notice shall be sent if the deadline has not already expired. A shareholder has in addition a right to put forward a proposal for resolution.
A shareholder may require directors and the general manager to furnish in the general meeting all available information about matters that may affect the consideration of the adoption of the annual financial statement and the annual report, any matters that have been submitted to the shareholders for decision and the Company's financial position.
Shareholders, who wish to take part in the General Meeting, must complete and return the attached attendance slip by no later than 28 September 2016. An owner with shares registered through a custodian approved pursuant to Section 4-10 of the Norwegian Public Limited Companies Act has voting rights equivalent to the number of shares which are covered by the custodian arrangement provided that the owner of the shares by no later than 28 September 2016 provides the Company with his name and address together with a confirmation from the custodian to the effect that he is the beneficial owner of the shares held in custody, and provided further that the Board does not disapprove such beneficial ownership after receipt of such notification.
A power of attorney for the shareholders who wish to (i) grant the chairman of the Board or another person a proxy to represent their shares at the General Meeting, or (ii) grant a power of attorney with voting instructions, has been made available together with the attached attendance form.
Oslo, 8 September 2016
On behalf of the Board of Directors of Storm Real Estate ASA
______________
Stein Aukner (sign.)
The undersigned holder of __________________ shares in Storm Real Estate ASA will attend the Company's Extraordinary General Meeting Friday 30 September 2016 at 9:00 am CET.
Date and signature: _____________________________________________
Signature and name in capital letters
The undersigned holder of _________________ shares in Storm Real Estate ASA
hereby give ______________________________ proxy to attend the Company's Extraordinary General Meeting Friday 30 September 2016 at 09:00am CET and vote on my behalf.
Shareholders may, if desired, set for each case what the proxy is authorised to vote on behalf of the shareholder. If no boxes are ticked the shareholder gives an open proxy to vote on behalf of the shareholder.
Date and signature: _____________________________________________ Signature and name in capital letters 3. Changes to Articles of Association Vote for Vote against Abstain
Vote for Vote against Abstain
To be sent to: Storm Real Estate ASA, email [email protected] no later than 28 September 2016.
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