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Norwegian Air Shuttle ASA — AGM Information 2021
Mar 11, 2021
3690_iss_2021-03-11_4cdc5d99-44e0-44ec-bd83-e0c2b84cab01.pdf
AGM Information
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MEETING OF SHAREHOLDERS OF NORWEGIAN AIR SHUTTLE ASA IN EXAMINATION UNDER PART 10 OF THE COMPANIES ACT 2014
IN THE MATTER OF
ARCTIC AVIATION ASSETS DESIGNATED ACTIVITY COMPANY
| AND IN THE MATTER OF | NORWEGIAN AIR INTERNATIONAL LIMITED |
|---|---|
| AND IN THE MATTER OF | DRAMMENSFJORDEN LEASING LIMITED |
| AND IN THE MATTER OF | TORSKEFJORDEN LEASING LIMITED |
| AND IN THE MATTER OF | LYSAKERFJORDEN LEASING LIMITED |
| AND IN THE MATTER OF | PART 10 OF THE COMPANIES ACT 2014 |
AND IN THE MATTER OF
NORWEGIAN AIR SHUTTLE ASA AS A RELATED COMPANY WITHIN THE MEANING OF SECTION 517 AND SECTION 2(10) OF THE COMPANIES ACT 2014
NOTICE is hereby given pursuant to Section 540 of the Companies Act 2014 that a meeting of the shareholders of Norwegian Air Shuttle ASA (In Examination under Part 10 of the Companies Act 2014) (the "Company") will be held on the 18th day of March 2021 at 8.00 a.m. (Irish Time) / 9.00 a.m. (Norwegian Time) or such time as the previous meeting convened by the Examiner shall have concluded for the purpose of considering and voting on proposals for a scheme of arrangement in respect of the Company (the "Proposals") proposed by Mr Kieran Wallace as Examiner of the Company (the "Meeting").
In light of the current COVID-19 Restrictions shareholders will be given the opportunity to remotely attend, submit written questions and vote at the Meeting via a virtual meeting platform provided by Lumi AGM UK Limited ("Lumi") (the "Virtual Meeting Platform").
Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer v. 10 and below are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device.
To remotely attend, submit written questions and/or vote using this method, please go to https://web.lumiagm.com where you will be asked to enter the Lumi Meeting ID which is 121-076-695. Alternatively you can go directly to https://web.lumiagm.com/121076695 which will bring you to the entry page for the Meeting.
You will then be prompted to enter your unique Lumi Login ID and PIN. If you have chosen to receive documents by post your unique Lumi Login ID and PIN can be found in the proxy form accompanying this notice. If you have chosen to receive electronic communication your unique Lumi Login ID and PIN is available to you through your individual VPS account via VPS Investor Services (Corporate Actions – General Meeting – click ISIN).
Lumi have prepared a virtual meeting guide explaining how shareholders can remotely access and participate in the Meeting via the Virtual Meeting Platform (the "Virtual Meeting Guide"). The Virtual Meeting Guide is available on the Company's website,https://www.norwegian.com/us/about/company/investor-relations/
The COVID-19 situation is constantly evolving and the Irish Government may change current restrictions or implement further measures relating to the holding of meetings during the affected period. Any changes to the arrangements for the Meeting will be communicated to shareholders before the Meeting, including through the Company's website, https://www.norwegian.com/us/about/company/investor-relations/
Proposals and Explanatory Memorandum
A copy of the Proposals, together with an Explanatory Memorandum relating to the Proposals and proxy forms are available to shareholders to view and download through the Company's website, https://www.norwegian.com/us/about/company/investor-relations/ and are also available to shareholders to view and download through each shareholder's VPS account via VPS Investor Services.
Non-binding Norwegian translations of the Proposals, Explanatory Memorandum and proxy forms are also available to shareholders to view and download through VPS Investor Services. In the event of any difference between the translations and the English form of the said documents, the English form shall take precedence.
Appointment of Proxies
A shareholder entitled to attend, submit written questions and vote at the Meeting may appoint a proxy to exercise all or any of the shareholder's rights to attend, submit written questions and vote remotely via the Virtual Meeting Platform
instead of the shareholder. A proxy need not be a shareholder but must remotely attend the Meeting for the shareholder's vote to be counted.
Where any shareholder wishes to be represented and/or vote by proxy at the Meeting a proxy must be submitted electronically through each shareholder's VPS account via VPS Investor Services, the Company's website https://www.norwegian.com/us/about/company/investor-relations/or alternatively a completed PDF of the proxy form accompanying this notice could be submitted by e-mail to [email protected] by no later than 16.00 (Irish Time) / 17.00 (Norwegian Time) on 16 March 2021.
The person appointed proxy may be the Examiner or such other person as you may appoint. As detailed in proxy form accompanying this notice. Where you do not appoint the Examiner as your proxy you must clearly state the name and email address of the individual you have chosen to appoint as your proxy in order for a proxy appointment to be valid. You must also provide your proxy with your individual Lumi Login ID and PIN to enable your proxy to access the Meeting and vote on your behalf. Where a proxy has been appointed by more than one shareholder, the proxy will be required to separately log in to each shareholder's individual Lumi account using each shareholder's individual Lumi Login ID and PIN and cast separate votes on behalf of each shareholder in order to vote at the meeting.
For a proxy appointment to be valid the appointment must be received by no later than 16.00 (Irish Time)/17.00 (Norwegian Time) on 16 March 2021.
The submission of a proxy will not prevent you from remotely attending, submitting written questions and voting at the Meeting, in each case via the Virtual Meeting Platform, if you are entitled to and wish to do so. If you choose to do so, your proxy should not attend the meeting and/or attempt to vote at the meeting. Full details of the procedure to be followed to appoint a proxy electronically are set out in the proxy form accompanying this notice.
Attendance and Voting
Advance registration, other than the return of a proxy where relevant as outlined above, is not required for shareholders to participate online. Access to the Meeting via the website will be available from 7.00 a.m. (Irish Time) / 8.00 a.m. (Norwegian Time) on 18 March 2021, although the voting functionality will not be enabled until the Examiner declares the poll open. The voting record date shall be 16.00 (Irish Time) / 17.00 (Norwegian Time) on 16 March 2021.
Shareholders will be permitted to submit written questions or comments (via the Virtual Meeting Platform) to the Examiner during the course of the Meeting. The Examiner will ensure that such questions relating to the formal business of the Meeting are addressed during the Meeting, unless the provision of a response would, at the Examiner's discretion, otherwise be undesirable in the interests of the Company or the good order of the Meeting.
During the Meeting, you must ensure you are connected to the internet at all times in order to submit written questions and vote when the Examiner commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Meeting via your wireless or other internet connection.
At the Meeting voting on the resolution will be by poll. Voting will be enabled on the resolution on the instruction of the Examiner. This means that attendees may, at any time while the poll is open, vote electronically on the resolution. Once the resolution has been proposed, it will appear along with the voting options available. Select the option that corresponds with how you wish to vote, "IN FAVOUR", "ABSTAIN" or "AGAINST". Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received – there is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice, if you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Examiner announces its closure at the end of the Meeting.
Provisional results of the poll will be announced at the end of the Meeting and the final results will be published on the Company's website, https://www.norwegian.com/us/about/company/investor-relations/ as soon as reasonably practicable following the conclusion of the Meeting.
Dated this the 11th day of March 2021
Kieran Wallace Examiner of Norwegian Air Shuttle ASA (In Examination under Part 10 of the Companies Act 2014) KPMG 1 Stokes Place St Stephen's Green Dublin 2
WF-28842835-3