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KMC Properties ASA Proxy Solicitation & Information Statement 2010
3645_rns_2010-10-19_79e6fe9f-1080-453b-8a46-926af1cc8e6c.pdf
Proxy Solicitation & Information Statement
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To the shareholders in Storm Real Estate ASA
CALLING NOTICE FOR EXTRAORDINARY GENERAL MEETING
An extraordinary general meeting in Storm Real Estate ASA (the "Company") will be held at
Hotel Continental, Oslo
Tuesday 9 November 2010 at 9:00 am (after Q3 presentation)
The chairman of the board of directors will open the general meeting and registration of attending shareholders will take place. The chairman of the board of directors will in accordance with the articles of association Section 10 chair the meeting.
The board of directors proposes the following agenda:
- Approval of the calling notice and meeting agenda
- Election of person to countersign the minutes from the meeting together with the chairman
- Reduction of share capital - Deletion of treasury shares
1 APPROVAL OF THE CALLING NOTICE AND MEETING AGENDA
The board of directors proposes that the general meeting makes the following resolution:
The calling notice and the agenda are approved.
2 ELECTION OF PERSON TO COUNTERSIGN THE MINUTES FROM THE MEETING TOGETHER WITH THE CHAIRMAN
One person attending the general meeting will be proposed to countersign the minutes from the meeting together with the chairman.
REDUCTION OF SHARE CAPITAL - DELETION OF TREASURY SHARES
The board of directors proposes to delete the Company's holdings of treasury shares. At the time of this calling notice, the Company holds 1,985,961 treasury shares, equal to 8.6% of the total number of issued shares. The Company may acquire additional treasury shares during the calling notice period, up to a total of up to 10% of the total number of issued shares. In such event, the newly acquired treasury shares will also be covered by the resolution below.
At the current market price, the board of directors does not see the use of treasury shares as partial settlement for an acquisition as beneficial to existing shareholders, and thus proposes to delete these. This will also increase the flexibility for the Company to purchase additional treasury shares in the market.
Approval of the deletion does not have any impact on the Company's current growth strategy.
There have been no material events since the latest financial reporting, cf. Norwegian Public Limited Companies Act §12-3 (2).
The Company's last adopted annual financial statement with the auditor's report is available at the Company's office for inspection.
The board of directors proposes that the general meeting makes the following resolution:
- The company's share capital is reduced by NOK 794,384.40, from NOK 9,236,798.00 to NOK 8,442,413.60.
- The reduction in share capital is done by deleting the holdings of 1,985,961 treasury shares.
- The reduction in share capital shall be used to delete the company's holdings of treasury shares, cf. the Norwegian Public Limited Companies Act § 12-1(1) no. 2.
- The company's articles of association Section 4 is changed as follows:
"The company's share capital is NOK 8,442,413.60 divided between 21,106,034 shares, each with a face value of NOK 0.40. The company's shares shall be registered in the securities register ("verdipapirregisteret"). No restrictions apply to the transfer of the company's shares."
Enclosed please find the registration sheet and proxy form, cf. Appendix 1 to this calling notice. Registration must be completed within 5 November 2010 cf. the articles of associations Section 9.
Oslo, 19 October 2010
On behalf of the board of directors of Storm Real Estate ASA
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.
APPENDIX 1
REGISTRATION
The undersigned holder of ___ shares in Storm Real Estate ASA will attend the Company’s extraordinary general meeting Tuesday 9 November 2010 at 09:00.
Date and signature: _______
Signature and name in capital letters
PROXY
The undersigned holder of ___ shares in Storm Real Estate ASA hereby give _______ authority to attend the Company’s extraordinary general meeting Tuesday 9 November 2010 at 09:00 and vote on my behalf.
Date and signature: _______
Signature and name in capital letters
To be sent to: Storm Real Estate ASA, E-mail: [email protected], fax + 44 207 4913464 – at the latest 5 November 2010.