AGM Information • Jun 8, 2020
AGM Information
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Appendix 4
Please note: Due to the corona pandemic and meeting restrictions, shareholders are urged not to attend the general meeting in person and rather execute this proxy form. Shareholders with access to VPS Investor Services are urged to use the advance voting function in VPS Investor Services.
This proxy form must be returned to Nordea Bank Norge ASA, Issuer Services, either by post to Nordea Bank Norge ASA, Issuer Services, Postbox 1166 Sentrum, N-0107 Oslo or by e-mail to [email protected].
The proxy form must be sent in time to be received by Nordea no later than 29 June 2020 at 14:00 hrs (Norwegian time). If the deadline is not complied with, participation in the general meeting for the relevant shares can be denied.
Shareholders with access to VPS Investor Services are noted that they, as an alternative to using this proxy form, can register advance votes or a proxy without voting instructions through VPS Investor Services or the Company's websitehttps://www.kongsbergautomotive.com/investor-relations/ within the same deadline.
The undersigned shareholder in Kongsberg Automotive ASA Shareholders complete name hereby authorises: and address
CEO Henning E. Jensen (or a person authorised by him)
Other person (name) ……………………………………
to attend and vote for my/our shares in Kongsberg Automotive ASAs Annual General Meeting on 30 June 2020.
If none of the alternatives above has been ticked, the CEO will be considered appointed as proxy. If the CEO has been appointed as proxy, the CEO can appoint any member of the board of directors or the management to represent and vote for the shares covered by the proxy.
In the event that proxy is given to the CEO, instructions regarding the exercise of voting rights according to proxy may, if desirable, be given by filling in the form below:
| In favor | Against | Abstain | ||
|---|---|---|---|---|
| Item 3 | Election of a chairperson of the meeting and a co-signer | |||
| for the minutes | ||||
| Item 4 | Approval of the notice and agenda | |||
| Item 5 | Adoption of the consolidated and parent company | |||
| financial statements for 2019, including allocation of | ||||
| profit for the year, approval of the annual report | ||||
| Item 6.1 | Election of directors to the Board of Directors | |||
| − Ellen M. Hanetho |
||||
| − Firas Abi-Nassif |
||||
| − Emese Weissenbacher |
||||
| − Gerard Cordonnier |
||||
| − Peter Schmitt |
| Item 6.2 Stipulation of remuneration to the Board of Directors and the Board committees. |
||
|---|---|---|
| Item 7.1 Election of members to the Nomination Committee, including its chairman |
||
| − Tor Himberg-Larsen (chairman) |
||
| − Synnøve Gjønnes |
||
| − Lasse Johan Olsen |
||
| Item 7.2 Stipulation of remuneration to the Nomination Committee |
||
| Item 8 Approval of the Auditor's fee |
||
| Item 9 Advisory vote of the non-binding part of the Board's statement regarding the determination of salaries and other remuneration to the management |
||
| Item 10 Approval of the binding part of the Board's statement regarding the determination of salaries and other remuneration to the management |
||
| Item 11 Authorisation to the Board to purchase of treasury shares |
||
| Item 12 Authorisation to the Board to increase the share capital |
If voting instructions are given, the following applies:
If the box "In favor" has been ticked, the proxy is instructed to vote for the proposal in the notice, with any changes suggested by the board of directors or the chairman of the board.
If the box "Against" has been checked, this implies that the proxy is instructed to vote against the proposal in the notice, with any changes suggested by the board of directors or the chairman of the board.
If the box "Abstain" has been ticked, the proxy is instructed to abstain from voting the shares.
If none of the boxes have been ticked for an item on the agenda, this is interpreted as if the box "In favour" had been ticked for such agenda item.
In respect of elections, the instructions are only valid for voting in respect of elections of the candidates whom have been listed in the proxy form.
In respect of a vote over matters that are not included on the agenda and which may validly come before the meeting the proxy holder is free to decide how the shares shall be voted. The same applies for votes over matters of formal nature, such as election of the chairperson of the meeting, voting order or voting procedure.
If a shareholder has inserted another person than the CEO as proxy, and wants to give such person instructions on voting, this is a matter between the shareholder and the proxy holder. In such a situation the company does not undertake any responsibility to verify that the proxy votes in accordance with the instructions.
Place Date Shareholder's signature*
*If the proxy is given on behalf of a company or other legal entity, relevant evidence of authority must be attached so as to evidence that the person signing the proxy form is properly authorised. The receiver of the proxy is free in his/her own discretion to use or reject the proxy in case relevant evidence of authority has not been received.
___________ ___________ _________________________
Appendix 5
Shareholders' complete name and address
Annual General Meeting in Kongsberg Automotive ASA to be held on 30 June 2020 at 10:00 hrs (Norwegian time) in Felix Conference Centre, Bryggetorget 3, 0250 Oslo, Norway
Please note: Due to the corona pandemic and meeting restrictions, shareholders are urged not to attend the general meeting in person and rather execute the proxy form attached as Appendix 4 to the notice. Shareholders with access to VPS Investor Services are urged to use the advance voting function in VPS Investor Services.
ATTENDANCE SLIP – Kongsberg Automotive ASA – Annual General Meeting
The Attendance slip must be received by Nordea Bank Norge ASA, Issuer Services no later than 12:00 hrs (Norwegian time) on 25 June 2020. Address: Nordea Bank Norge ASA, Issuer Services, P.O. Box 1166 Sentrum, N- 0107 Oslo or by e-mail to [email protected]. Shareholders not complying with this deadline, will be denied access to the meeting in accordance with section 7 of the articles of association and the Norwegian Public Limited Companies Act Section 5-3 due to the current corona pandemic restrictions in Oslo.
The undersigned will attend Kongsberg Automotive ASA Shareholders complete name Annual General Meeting on 30 June 2020 and and address
_________ _______________________
vote for my/our shares
vote for shares in accordance with proxy(ies) enclosed
_______________________ Shareholder's phone number
Date Shareholder's signature*
Registration of attendance may also be made through VPS Investor Services or the Company's website https://www.kongsbergautomotive.com/investor-relations/ by the same deadline as set out above.
*If the shareholder is a legal entity, please enclose documentation evidencing the representation by the signatory.
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