AGM Information • Mar 20, 2018
AGM Information
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The shareholders of Nordic Semiconductor ASA ("the Company") are hereby summoned to the Annual General Meeting of the shareholders on
Tuesday April 17, 2018 at 09:00
The following items are to be addressed:
Opening of the Meeting by the Chairman of the Board, and register of the shareholders present.
Election of meeting chair and individual to sign the meeting minutes.
Approval of the notice of convocation and the agenda.
Approval of the annual financial statements and the Board's report, including consolidated accounts, for 2017.
Approval of compensation for the Board, the nomination committee and the auditor.
Power of attorney for the purchase of the Company's own shares.
Power of attorney to increase the share capital.
Election of shareholder elected members to serve on the Board of Directors.
Election of members to serve on the nomination committee
Approval of the Declaration of the principles for compensation of the CEO and other members of the executive management.
Trondheim, March 16, 2018
Terje Rogne Chairman of the Board
Pursuant to the regulation of the Articles of Association that documents relating to issues to be dealt with at the General Meeting may be provided on the Company's website, the Company's annual financial statements, report from the Board of Directors, auditor's report, and standards of corporate governance for 2017 have been published on Nordic Semiconductor ASA's website, www.nordicsemi.com.
The Board and Management believe that the Company is very well-positioned for future growth opportunities, as wireless connectivity becomes a standard feature in a growing range of electronic products. In order to pursue its long-term growth strategy and continue to invest in research and development in a highly cyclical business environment, the Company's financial management policy is to preserve a high proportion of equity and liquidity on its balance sheet.
The Company aims to provide an annual dividend, assuming that the requirements of its growth strategy are met. Based on the current cash balance and interest in preserving cash to pursue its growth strategy in the coming years, the Board has determined not to propose a dividend payment at the Annual General Meeting.
"The annual financial statements and the report from the Board of Directors for 2017, including the consolidated accounts, are approved. The Company's standards of corporate governance have been received and noted."
"As compensation for the period from the Annual General Meeting 2018 to the Annual General Meeting 2019 the following is approved (last year's numbers in brackets):
| Chairman of the Board | NOK | 500,000 | (500,000) | |
|---|---|---|---|---|
| Board members elected by the | NOK | 275,000 | (275,000) | |
| shareholders Board members elected by the |
NOK | 100,000 | (60,000) | |
| employees |
In addition, members of the Board with domicile in the United States will receive additional USD 3.000 for each meeting taking place in the United States related to Company activities and a travel allowance of USD 5.000 for travels to Norway. Further, any costs incurred by the Board Members in relation to their participation as a member of the Board or any of the committees, will be reimbursed by the Company. In the event that the Board decides to elect a deputy Chair, it will be remunerated with NOK 350,000 per year.
Nordic Semiconductor ASA has a policy of compensating members elected by the employees for the responsibility but not for the work associated with the Board position as this is assumed to be covered by their salaries.
As compensation for the period from the Annual General Meeting 2018 to the Annual General Meeting 2019 for participation in the Audit Committee and the Compensation Committee the shareholder elected Board Members will receive NOK 10 000 (chairman) and NOK 5 000 (member) per meeting.
A compensation of NOK 50,000 (50,000) per member of the nomination committee is approved for the period from the Annual General Meeting 2018 to the Annual General Meeting 2019.
The compensation to the auditor which is listed in Note 5 to the annual financial statements for 2017 is approved."
The Board proposes that the Annual General Meeting grants the Board of Directors a power of attorney to repurchase the Company's own shares for a period up to the Annual General Meeting in 2019. The use of the power of attorney will be decided by the Board's evaluation of how beneficial the repurchase of shares is for the shareholders.
"Power of attorney is hereby granted to the Board on behalf of the Company to purchase the Company's own shares, and to hold treasury shares within the limits of the Norwegian Public Limited Liability Companies Act. The maximum number of shares which may be acquired shall not exceed an aggregate par value of NOK 163,000 (corresponding to approximately 9.97% of the Company's share capital).
The power of attorney is given for the period from the date of this resolution up to the Annual General Meeting 2019, and 30 June 2019 at the latest.
The price per share which the Company may pay for shares acquired in connection with this power of attorney shall not be lower than the par value of the shares nor higher than NOK 200. In case of changes of the par value of the shares due to split or reverse split of the Company's shares, the price the Company may pay for each share is to be adjusted equally.
The Board may at its discretion decide the method of acquiring or disposing of own shares, including through one or more transactions on the Oslo Stock Exchange. The shares may be used as the Company's Board deems to be suitable for the purpose."
The Board proposes that the Annual General Meeting grants a power of attorney to the Board to increase the Company's share capital for a period up to the Annual General Meeting 2019.
It is the Board's opinion that the Company in the future could have a situation in which it would be beneficial to execute share capital increases with one or more strategic partners, or complete a merger or acquisition using shares or cash. Additionally, a situation could arise in which it would be beneficial to strengthen the Company's equity. To enable the Company to act quickly, the Board asks the Annual General Meeting to give the Board a power of attorney to increase the Company's share capital by up to NOK 163,000 (9.97% of the Company's share capital), in one or more capital increases to named investors chosen by the Board. Such capital increases shall be executed at or near the current stock price on the Oslo Stock Exchange. The power of attorney can also be used in rights issues or public offerings. The shareholders' pre-emptive rights may be set aside.
"The Board is in accordance with the Norwegian Public Limited Liability Companies Act § 10-14 hereby granted the power of attorney to increase the share capital in Nordic Semiconductor ASA by up to NOK 163,000 by issuing up to 16,300,000 shares with a par value of NOK 0.01. The shareholders' pre-emptive rights pursuant to the Norwegian Public Limited Liability Companies Act § 10-4 may be set aside.
The power of attorney is given for the period from the date of this resolution up to the Annual General Meeting 2019, and 30 June 2019 at the latest. The authorization covers both cash and non-cash contributions. The authorization also covers the issue of shares in connection with a merger.
The terms of the subscription shall be decided by the Board of Directors.
In the event of changes in the Company's share capital or number of shares, as a result of a share split, reverse split, share capital increase, share capital decrease, merger, demerger or similar action, the authorization shall be adjusted with respect to par value and number of shares in accordance with principles for contract adjustments and capital changes in the derivatives rules of the Oslo Børs. However, such amendments shall not be made in defiance of the Norwegian Public Limited Liability Companies Act restrictions upon the number of shares to be issued pursuant to a Board authorization.
The Board is authorized to modify the Company's article § 5 to reflect the new share capital of the Company when the power of attorney is used."
The nomination committee proposes to elect the following Board members for a 1-year term until the Annual General Meeting in 2018, based on an assessment of the Company's requirements for competence within the Board with regard to independence, share ownership, broad industry experience, and expertise within important strategic areas for the Company.
The nomination committee's proposal for the shareholder-elected Board members is as follows:
| Chairman | Terje Rogne | re-election |
|---|---|---|
| Board members | Tore Valderhaug | re-election |
| Craig Ochikubo | re-election | |
| Beatriz Malo de Molina | re-election | |
| Inger Berg Ørstavik | re-election | |
| Birger Steen | re-election | |
| Anne Marit Panengstuen | New-election |
In addition to the shareholder elected members, the Board will consist of three members elected by the employees.
ELECTION OF MEMBERS TO SERVE ON THE NOMINATION COMMITTEE
The Board proposes that the following nomination committee is elected for 1 year term to the Annual General Meeting 2019:
| Nomination committee members |
John Harald Henriksen (Chair) |
re-election |
|---|---|---|
| Viggo Leisner | re-election | |
| Jarle Sjo | re-election |
The Board has appointed a remuneration committee under management of a board member. The remuneration committee monitors decisions regarding remuneration and other terms for the executive management. The CEO's total compensation, and any adjustments thereto, is first reviewed by the remuneration committee and then approved by the Board. The Board considers CEO compensation each year. The compensation of the other members of the executive management, including adjustments of these, are agreed between the CEO and the respective manager
The Board proposes the following Declaration of the Principles for Compensation of the CEO and other members of the Executive Management for 2018 according to the Norwegian Public Limited Liability Companies Act § 6-16a:
The main principle in the Company's policy for remuneration and compensation is that the members of the executive management team shall be offered competitive terms, so as to achieve the desired competence and incentives in the Company's executive management team.
The Company has established an annual performance bonus program for the executive management team, in which the manager must remain within his position (not resigned) until the start of the following year in order to be eligible. The bonuses may be awarded as a direct cash payment or as equity in the Company. Performance-based compensation will be subject to an absolute limit and fulfilment of performance criteria, both decided by the Board at its discretion.
On the extraordinary general meeting on 8 December 2015 the meeting approved a 4 year stock option program for all employees with an annual maximum dilutive effect of 1% of the total of issued shares. The Company is operating in an increasingly competitive international technology market. In this market, equity based compensation is widely used to attract and retain key talent. In addition, the number of employees has increased 32% from 2015 when the option program was initiated. Therefore, in the last year of the 2016 program, the Board proposes to allocate up to up to 2.7 million shares, equivalent to approximately 1.7% of the total number of issued shares. The Board also proposes, at its discretion, to replace stock options with other equity based compensations, as long as the total dilutive effect does not exceed 1.7% of the total number of issued shares.
The Company offers pensions plans to all employees, managers included. In addition, the Company provides managers with other limited benefits in kind such as a company telephone.
The Company's Chief Executive Officer has agreed to a 6-month mutual resignation period, except that the resignation period increases to 12 months in the event that the Company is acquired or merged with another company.
The guidelines for determination of salary and other compensation for leading employees as outlined for the Annual General Meeting in 2017 have been complied with for in 2017.
Additional detailed information regarding compensation for the executive management team is provided in Note 10 to the consolidated Group accounts for 2017.
"The Declaration of the Principles for the Compensation of the CEO and the other members of the Executive Management is adopted.
The adopted declaration is of an advisory nature to the Board of Directors, with the exception of the authorization for the grant of options to the executive management, which is binding on the Board of Directors based on the Norwegian Public Limited Liability Companies Act § 5-6 (3) and § 6-16 a."
The Company's share capital consists of 163,481,600 shares, each with a nominal value of NOK 0.01. Each share carries one vote at the general meeting, with the exception of shares held by the Company which cannot exercise these voting rights. Shareholders have the right to vote for the number of shares that they own, and which are registered in the Central Securities Depository (VPS) at the time of the general meeting. If a shareholder has acquired shares, but these shares have not been registered in the VPS at the time of the general meeting, the voting rights of the transferred shares may only be exercised if the acquisition is notified to the VPS and is proved at the general meeting. Shareholders may bring advisor(s) and may authorize one advisor to speak at the general meeting.
If the shares are registered with a nominee, cf. section 4-10 of the Norwegian Public Limited Liability Companies Act, and the beneficial shareholder wants to attend the general meeting and vote for its shares, the beneficial shareholder must bring a written confirmation from the nominee confirming that the shareholder is the beneficial shareholder, and a statement from the shareholder confirming that he is the beneficial owner.
A shareholder is entitled to have a matter discussed at a general meeting if such shareholder provides the Board with notice of the matter in question at least seven days prior to the deadline of the notice of the general meeting. The General Meeting cannot otherwise deal with matters other than those described in the notice. Furthermore, the shareholders are entitled to request information from the directors and the CEO as stated in section 5-15 of the Norwegian Public Limited Liability Companies Act. A shareholder is entitled to propose resolutions for items listed on the agenda at the general meeting.
If you would like to attend the general shareholders' meeting, please return the registration form to Nordic Semiconductor ASA attn. Pål Elstad at the Company's postal address Karenslyst Allé 5, 0278 Oslo, Norway or at the email address [email protected] before April 13, 2018.
The undersigned intends to attend Nordic Semiconductor ASA's general shareholders' meeting on April 17, 2018 and cast votes for: (registration number)
| own shares (number of shares) |
||
|---|---|---|
| other shares, as stipulated in the attached | power(s) of attorney. | |
| Total | shares | |
| Place | Date | |
Shareholder's signature |
||
| Shareholder's signature in capital letters: |
In the event that you are not able to attend the general shareholders' meeting in person, this power of attorney may be used by the person whom you hereby authorize to do so.
If you wish to use the power of attorney, please return this form to Nordic Semiconductor ASA attn. Pål Elstad at the Company's postal address Karenslyst Allé 5, 0278 Oslo, Norway or at the email address [email protected] before April 13, 2018.
the power of attorney to attend and vote at the general shareholders meeting of Nordic Semiconductor ASA's on April 17, 2018.
for my/our _________________ shares (number of shares),
Voting shall be made in accordance with the instructions below. If not completed the instructions are assumed to mean "yes" to the proposed resolutions according to the Calling Notice with required changes, if applicable. If "Yes" is completed, the proxy will have the right to decide the vote if proposals are put forward in addition to or as replacement for proposals in the notice.
| Item | Yes | No | Abstain |
|---|---|---|---|
| 1 Opening of the shareholder meeting | |||
| 2 Election of meeting chair and individual to sign the | |||
| minutes | |||
| 3 Approval of notice of convocation and the agenda | |||
| 4 Approval of annual financial statements and the | |||
| Board's report, including consolidated accounts, for | |||
| 2017 | |||
| 5 Approval of compensation to the Board, the | |||
| nomination committee and the auditor | |||
| 6 Power of attorney for purchase of the Company's own | |||
| shares | |||
| 7 Power of attorney to increase the share capital | |||
| 8 Election of members to serve on the Board of | |||
| Directors | |||
| 9 Election of members to serve on the nomination | |||
| committee | |||
| 10 Approval of Declaration of the principles for | |||
| compensation of the CEO and other members of the | |||
| executive management |
Place Date
............................................................ Shareholder's signature
Shareholder's signature in capital letters:
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