Pre-Annual General Meeting Information • Mar 26, 2021
Pre-Annual General Meeting Information
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The shareholders of Nordic Semiconductor ASA ("the Company") are hereby invited to the Shareholders' Annual General Meeting
Tuesday April 20th 2021 at 09:15
The following items are to be addressed:
Opening of the Meeting by the Chair and registering of the shareholders present.
Election of meeting chair and individual to sign the meeting minutes.
Approval of the invitation and the agenda.
Approval of the annual financial statements and the Board's report, including consolidated accounts and year-end allocations, for 2020.
Consideration of the Board of Director's report on corporate governance.
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.
Amendment of the Company's articles of association
Approval of the Board of Director's guidelines on salaries and other remuneration of Executive Personnel, including approval of the Long-Term Incentive plan for executive management (12.1).
Trondheim, March 26 th 2021,
Birger Steen Chair
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 2020 have been published on Nordic Semiconductor ASA's website, www.nordicsemi.com.
For details on capital allocations and dividend policy, please refer to annual report.
"The annual financial statements and the report from the Board of Directors for 2020, including the consolidated accounts and year-end allocations, are approved."
CONSIDERATION OF THE BOARD OF DIRECTOR'S REPORT ON CORPORATE GOVERNANCE
Pursuant to Section 5-6 (4) of the Norwegian Public Limited Companies Act, the general meeting shall consider the statement on corporate governance prepared in accordance with Section 3-3b of the Norwegian Accounting Act.
The statement is included in the 2020 annual report, which is available on the Company's website. The chairman of the meeting will present the main contents of the statement at the general meeting. This is a no voting item.
"As compensation for the period from the Annual General Meeting 2021 to the Annual General Meeting 2022 the following is approved (last year's numbers in brackets):
| Chair of the Board | NOK | 750,000 + |
(750,000) |
|---|---|---|---|
| NOK 350,000 | (250,000 NOK in | ||
| in shares | shares) | ||
| Board members elected by the | NOK | 325,000 + |
(325,000) |
| shareholders | NOK 115,000 | (75,000 NOK in | |
| in shares | shares) | ||
| Board members elected by the employees | NOK | 150,000 | (150,000) |
The share-based part of the compensation is paid after the next AGM in 2022, and the number of shares shall be based on the amount due in NOK (respectively NOK 115,000 and NOK 350,000) divided by the share price at closing of the AGM day 2022.
The share-based part of the compensation will not be paid to any Director that resigns during the election period.
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. If travel is difficult due to events such as Covid-19, compensation will be lowered to USD 2,500 per ordinary meeting, due to inconvenient time difference. This compensation will also apply for ordinary Board meetings that were held in 2020. Members living in Europe will receive USD 1,000 for travels. 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, and shares as per the other shareholder elected Board Members.
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 2021 to the Annual General Meeting 2022 for participation in the Audit Committee the shareholder elected Board Members will receive NOK 20,000 (15,000) (chair) and NOK 10,000 (unchanged) (member) per meeting.
As compensation for the period from the Annual General Meeting 2021 to the Annual General Meeting 2022 for participation in the People & Compensation Committee the shareholder elected Board Members will receive NOK 15,000 (chair) and NOK 7,500 (member) per meeting.
A compensation of NOK 60,000 (unchanged) per member of the nomination committee is approved for the period from the Annual General Meeting 2021 to the Annual General Meeting 2022.
The compensation to the auditor which is listed in Note 5 to the annual financial statements for 2020 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 2022. The power of attorney will be used if the Board finds that a repurchase of shares benefits 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 192,000 (corresponding to approximately 9.96% 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 2022, and 30 June 2022 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 300. 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 2022.
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 192,000 (9.96%) 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 192,000 by issuing up to 19,200,000 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 2022, and 30 June 2022 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 2022, 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:
| Chair | a) | Birger Steen | re-election |
|---|---|---|---|
| Board members | b) | Jan Frykhammar | re-election |
| c) | Anita Huun | re-election | |
| d) | Endre Holen | re-election | |
| e) | Inger Berg Ørstavik | re-election | |
| f) | Øyvind Birkenes | re-election | |
| g) | Annastiina Hintsa | re-election |
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 2022:
Nomination committee members a) John Harald Henriksen
The Board proposes that shareholders may be allowed to cast advance votes in matters that will be discussed and put to a vote at the company's general meeting.
The general meeting shall be held in the municipality of Trondheim or Oslo. The annual general meeting shall:
1. Adopt the annual accounts and report, including the application of the annual surplus, or covering of loss pursuant to the adopted balance sheet, and the distribution of dividend.
2. Elect members of the board of directors and members of the nomination committee.
3. Adopt remuneration to the members of the board of directors and approve the remuneration to the auditor.
4. Address and decide any other matters which are referred to in the notice of the general meeting. The board of directors may decide that documents relating to matters to be dealt with by the general meeting, including documents which pursuant to statutory requirements shall be included or attached to the notice of the annual general meeting, shall not be sent to the shareholders if the documents are accessible on the company's website.
Shareholders may cast advance votes in matters that will be discussed and put to a vote at the company's general meeting. Such votes may also be cast via electronic communication. The right to cast advance votes is contingent upon the existence of a satisfactory method for authenticating the identity of the sender. The board of directors shall determine whether or not such a method exists prior to each general meeting. The board of directors may stipulate detailed guidelines for written advance votes. The notice of the general meeting must state whether or not advance voting is allowed and any guidelines that have been stipulated for such advance voting"
APPROVAL OF THE BOARD OF DIRECTOR'S GUIDELINES ON SALARIES AND OTHER REMUNERATION OF EXECUTIVE PERSONNEL
The Board of Directors has prepared guidelines on the determination of salary and other remuneration to the executive personnel of the company. The guidelines have been prepared in accordance with the amended section 6-16a of the Norwegian Public Limited Liability Companies Act, effective as of January 1, 2021. The guidelines are subject to approval by the Annual General Meeting, cf. the Norwegian Public Limited Companies Act section 5-6, third paragraph. The guidelines are available on the Company's website.
"The Annual General Meeting approves the Board of Director's guidelines on salaries and other remuneration of Executive Personnel for Nordic Semiconductor ASA."
Long-term incentive plan has been included as part of the guidelines prepared by the Board of Directors. This plan includes equity-linked incentives to motivate executive management to contribute materially to the success and profitability of the company.
"The Annual General Meeting approves the Board of Director's guidelines on salaries and other remuneration of Executive Personnel for Nordic Semiconductor ASA regarding long-term equitylinked incentives through Restricted Stock Units and Performance shares."
Note that new section 6-16b of the Norwegian Public Limited Liability Companies Act, made effective January 1, 2021, states that listed companies shall prepare a report on remuneration of executive management for the previous accounting period, including information on how the guidelines for executive remuneration were practiced by the company. Companies are allowed a full year with new guidelines before preparing a report in 2022. The report will be presented at the Annual General Meeting to be held in 2022. Information on executive compensation in 2020 can be found in the 2020 annual report.
Pursuant to the Articles of Association's regulation that documents relating to issues that shall be dealt with by the General Meeting may be provided at the company's website, the company's financial statements, the auditor's report for 2020 and this summons with attachments have been made available on Nordic Semiconductor's website, nordicsemi.com/AGM. All documents are also available at the company's business address. The aforementioned documents will be sent free of charge to any shareholder who contacts the company.
The Company's share capital consists of 192,781,600 shares, each with a nominal value of NOK 0.01. All shares have equal voting and other rights in the company. The company holds 1,822,987 treasury shares. Treasury shares have no voting rights.
Shareholders who are registered in the register of shareholders (VPS) or have reported and documented their acquisition of shares, and the acquisition is not impeded by provisions in the Articles of Association, can exercise their shareholder rights, including participation in the General Meeting, cf. Section 4-2 of the Norwegian Public Limited Liability Companies Act, cf. Section 5-2.
Neither a beneficial shareholder nor a nominee is entitled to vote for shares that are registered in a VPS account belonging to a nominee, cf. Section 4-10 of the Norwegian Public Limited Liability Companies Act. In order to vote for the shares held through a nominee, such shares need to be reregistered from the nominee to the beneficial shareholder prior to the General Meeting. Shares which are still registered on a nominee account at the date of the General Meeting will not have the right to cast votes.
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.
The following documents will be available on nordicsemi.com/AGM :
Ref. no.: PIN code:
Meeting in Nordic Semiconductor ASA will be held on April 20, 2021 at 09:15 AM CEST. Virtual.
The shareholder is registered with the following amount of shares at summons: ___________________ and vote for the number of shares owned per Record Date: April 19, 2021
In accordance with Norwegian temporary legislation exempting companies from physical meeting requirements to reduce Covid-19 risk, the Annual General Meeting will be held as a digital meeting only, with no physical attendance for shareholders.
You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – click ISIN) or sent to you by post (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting DNB Bank Verdipapirservice by phone +47 23 26 80 20 or by e-mail [email protected].
On the company's web page https://www.nordicsemi.com/AGM You will find an online guide describing more in detail how you as a shareholder can participate in the Virtual meeting.
Deadline for registration of advance votes, proxies and instructions: April 19, 2021 at 4 PM CEST.
Advance votes may only be executed electronically, through the Company's website https://www.nordicsemi.com/AGM (use ref and pin code above) or through VPS Investor Services (where you are identified and do not need Ref.nr.and PIN Code). Chose Corporate Actions - General Meeting, click on ISIN.
Shareholders are only allowed to participate online due to the Covid-19 situation. See separate guide on how shareholders can participate virtually. Registration is not required to participate online, but shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before, at 08:15 CEST.
Please note that shareholders who do not wish to participate online or vote in advance have the opportunity to authorize another person. Information on how this can be done follows:
Proxy without voting instructions for Annual General Meeting of Nordic Semiconductor ASA
Ref. no.: PIN code:
Proxy should be registered through the Company's website https://www.nordicsemi.com/AGMor through VPS Investor Services. For granting proxy through the Company's website, the above mentioned reference number and PIN code must be stated. In VPS Investor Services chose Corporate Actions and General Meeting and click ISIN.
If you are not able to register this electronically, you may send by e-mail to [email protected], or by regular mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The proxy must be received no later than April 19, 2021 at 4 PM CEST. If a shareholder who wishes to give proxy is a company, the company certificate must be attached. If you do not state the name of the proxy holder, the proxy will be given to the Chair of the Board of Directors or an individual authorised by him or her.
The undersigned: ___________________________________________________
hereby grants (tick one of the two)
the Chair of the Board of Directors (or a person authorised by him or her), or
_____________________________________________
(Name of proxy holder in capital letters)
proxy to attend and vote for my/our shares at the General Meeting of Nordic Semiconductor ASA on April 20, 2021.
If you are unable to attend the meeting, you may use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her. (Alternatively, you may vote electronically in advance, see separate section above.) Instruction to other than Chair of the Board should be agreed directly with the proxy holder.
Proxies with voting instructions cannot be submitted electronically, and must be sent to [email protected] (scanned form) or by regular mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than April 19, 2021 at 4 PM CEST. If a shareholder who wishes to give proxy is a company, the company certificate must be attached.
hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Annual General Meeting of Nordic Semiconductor ASA on April 20, 2021.
The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.
| Agenda for the Annual General Meeting 2021 | For | Against | Abstention |
|---|---|---|---|
| 1 Opening of the shareholder meeting | No voting | ||
| 2 Election of meeting chair and individual to sign the minutes | | | |
| 3 Approval of invitation and the agenda | | | |
| 4 Approval of annual financial statements and the Board's report, including consolidated accounts and year-end allocations, for 2020 |
| | |
| 5 Consideration of the Board of Director's report on corporate governance. | No voting | ||
| 6 Approval of compensation to the Board, the nomination committee and the auditor | |||
| Approval of compensation to the Board | | | |
| Approval of compensation to the nomination committee | | | |
| Approval of compensation to the auditor | | | |
| 7 Power of attorney for purchase of the Company's own shares | | | |
| 8 Power of attorney to increase the share capital | | | |
| 9 Election of members to serve on the Board of Directors | |||
| a) Chair : Birger Kristian Steen (re-election) |
| | |
| b) Board Member: Jan Frykhammar (re-election) |
| | |
| c) Board Member: Inger Berg Ørstavik (re-election) |
| | |
| d) Board Member: Anita Huun (re-election) |
| | |
| e) Board Member: Øyvind Birkenes (re-election) |
| | |
| f) Board Member: Endre Holen (re-election) |
| | |
| g) Board Member: Annastiina Hintsa (re-election) |
| | |
| 10 Election of members to serve on the nomination committee: | |||
| a) Chair: John Harald Henriksen (re-election) |
| | |
| b) Member: Viggo Leisner (re-election) |
| | |
| c) Eivind Lotsberg (re-election) |
| | |
| 11 Amendment of the Company's articles of association | | | |
| 12 Approval of the Board of Director's guidelines on salaries and other remuneration of Executive Personnel |
| | |
| 12.1 Approval of the Long-Term equity-linked Incentive Plan for Executive Management | | | |
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