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Nordic Waterproofing Holding — Proxy Solicitation & Information Statement 2020
May 20, 2020
3089_rns_2020-05-20_f1a4076e-5629-443c-8d48-6a7683f8e8a3.pdf
Proxy Solicitation & Information Statement
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PROXY INSTRUCTIONS / POSTAL VOTE
The annual general meeting of Nordic Waterproofing Holding A/S will be held on Monday 15 June 2020 at 11:00 am CEST at the Company's office, Rönnowsgatan 12, in Helsingborg, Sweden.
Nomination of proxy and postal voting:
If you do not wish to attend or are prevented from attending the general meeting, you may authorise a person as your proxy to represent you at the general meeting or submit a postal vote.
Proxy nominations/instructions must be received by the company no later than Thursday 11 June 2020. Postal votes must be received by the company no later than Friday 12 June 2020 at 12 noon CEST.
Name, address and phone: _________
This form must be returned to:
Nordic Waterproofing Holding A/S,
Rönnowsgatan 12
252 25 Helsingborg
or
ID number: _________
Number of shares: _________
ID number MUST be indicated to identify you as a shareholder.
☐ I hereby give proxy to the chairman of the board of directors of Nordic Waterproofing Holding A/S, or a substitute duly appointed by him, to attend and vote on my/our behalf at the general meeting in accordance with the recommendations by the board of directors.
☐ I hereby give proxy to:
Name and address (please use block letters) _________
to attend and vote on my/our behalf at the general meeting.
I request admission card for an advisor to my proxy holder.
Name and address (please use block letters) _________
☐ Proxy instructions: In the table on the next page, I have indicated how I wish the chairman of the board of directors, or a substitute duly appointed by him, to vote on my behalf at the general meeting. Please note that this proxy will only be used if a vote is requested by a third party.
☐ Voting by post: In the table on the next page, I have indicated how I wish to vote at the general meeting. Please note that postal votes cannot be withdrawn, and that they will also be cast in case of proposed amendments to the items on the agenda.
Please note that the company cannot be held responsible for any delay in submitting the material. This form must be received by the company no later than 11 June 2020 - however, for postal votes no later than 12 June 2020 at 12 noon CEST - by returning the form by regular mail to Nordic Waterproofing Holding A/S, Rönnowsgatan 12, SE-252 25 Helsingborg, Sweden or by email (scanned copy) to [email protected].
PROXY INSTRUCTIONS / POSTAL VOTE
The annual general meeting of Nordic Waterproofing Holding A/S will be held on Monday 15 June 2020 at 11:00 am CEST at the Company's office, Rönnowsgatan 12, in Helsingborg, Sweden.
| Items on the agenda of the annual general meeting to be held on Monday 15 June 2020 (short form, please refer to the notice for the complete agenda): | FOR | AGAINST | ABSTAIN | Recommendation by the board |
|---|---|---|---|---|
| 1. The board of directors' report | ||||
| 2. Adoption of the annual report, including remuneration for the board of directors for the financial year 2019 | ☐ | ☐ | ☐ | For |
| 3. Appropriation of profit or settlement of loss | ☐ | ☐ | ☐ | For |
| 4. Resolution to grant discharge | ☐ | ☐ | ☐ | For |
| 5. Election of members of the board of directors: | ||||
| a) Steffen Baungaard | ☐ | ☐ | For | |
| b) Allan Jørgensen | ☐ | ☐ | For | |
| c) Riitta Palomäki | ☐ | ☐ | For | |
| d) Mats O. Paulsson | ☐ | ☐ | For | |
| e) Kristina Willgård | ☐ | ☐ | For | |
| f) Leena Arimo | ☐ | ☐ | For | |
| g) Hannu Saastamoinen | ☐ | ☐ | For | |
| Election of chairman of the board of directors | ||||
| a) Mats O. Paulsson | ☐ | ☐ | For | |
| 6. Election of and remuneration for the auditor | ||||
| a) Deloitte Statsautoriseret Revisionspartnerskab | ☐ | ☐ | For | |
| b) Remuneration for the auditor | ☐ | ☐ | ☐ | For |
| 7. Proposals from the board of directors and shareholders, if any: | ||||
| 1. Resolution to authorize the board of directors to acquire treasury shares | ☐ | ☐ | ☐ | For |
| 2. Resolution to authorize the board of directors to resolve to establish a Long Term Incentive Program 2020 | ☐ | ☐ | ☐ | For |
| 3. Resolution to authorize the transfer of treasury shares to persons eligible to participate in the Long Term Incentive Program 2020 | ☐ | ☐ | ☐ | For |
| 4. Resolution to approve the remuneration of the board of directors for the financial year 2020 | ☐ | ☐ | ☐ | For |
| 5. Resolution to authorize the board of directors to increase the share capital of the Company | ☐ | ☐ | ☐ | For |
| 6. Resolution to adopt updated general guidelines for incentive-based remuneration | ☐ | ☐ | ☐ | For |
| 7. Resolution to authorize the board of directors to decide on the distribution of dividends | ☐ | ☐ | ☐ | For |
| 8. Authorisation to the chairman of the general meeting | ☐ | ☐ | ☐ | For |
If you have not nominated a proxy or failed to indicate that you wish to vote by post, but have otherwise properly completed the table above, your instructions will be treated as a postal vote.
Date
Signature
Please note that the company cannot be held responsible for any delay in submitting the material. This form must be received by the company no later than 11 June 2020 - however, for postal votes no later than 12 June 2020 at 12 noon CEST - by returning the form by regular mail to Nordic Waterproofing Holding A/S, Rönnowsgatan 12, SE-252 25 Helsingborg, Sweden or by email (scanned copy) to [email protected].