AGM Information • Apr 28, 2023
AGM Information
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The annual general meeting in Norwegian Air Shuttle ASA will be held on
The general meeting will be held as a digital meeting (in Norwegian). It will not be possible to participate in person. On the company's website (https://www.norwegian.com/us/about/company/investor-relations/annual-general/) you will find a description of how you as a shareholder can participate.
The Board of Directors has proposed the following agenda:
A new paragraph shall be added to article 4 of the company's articles of association which shall read:
"The shares are registered in Euronext Securities Oslo."
b. The Board of Directors proposes that the general meeting make the following resolution:
A new paragraph shall be added to article 7 of the company's articles of association which shall read:
"The Board may decide that the shareholders may cast their vote in writing, including electronically, during a period prior to the General Meeting. For such voting an adequate method for authenticating the sender shall be applied."
At the date of this notice, the company has issued 931,587,183 shares. Each share carries one vote. There are no limitations for voting rights set out in the articles of association, however, no voting rights may be exercised for the company's own shares (treasury shares) or for shares held by the company's subsidiaries.
In the company's opinion, neither the beneficial owner nor the nominee has the right to vote for shares registered with nominee accounts with the Euronext Securities Oslo (VPS), cf. the Public Limited Liability Companies Act § 4-10. Shareholders who own shares through nominee accounts must transfer the shares to their own VPS account in order to exercise voting rights.
Each shareholder has the right to vote for the number of shares owned by the shareholder and registered with the shareholders' register with VPS at the time of the general meeting. Voting rights for the acquired shares may only be exercised if the acquisition is reported to VPS and proven to company prior to the general meeting. In a share transfer, the parties may agree that the seller can exercise the shareholder rights until the rights have been assumed by the purchaser.
The shareholders have the following rights in connection with the general meeting:
The general meeting will be held as a digital meeting via Lumi AGM on https://dnb.lumiagm.com/169921778. Click on the link or copy the URL to your browser to attend the general meeting. The meeting ID will be 169-921-778.
By participating online via Lumi AGM shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in Norwegian). No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts to have voting rights. If you are not logged in before the meeting starts, you will be granted access, but without the right to vote. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.
Secure identification of shareholders will be done using the PIN code and reference number listed on the attached form or in VPS Investor Services.
More information and guidelines regarding digital participation via Lumi AGM is available on the company's website (https://www.norwegian.com/us/about/company/investor-relations/annual-general/).
Shareholders who wish to participate at the general meeting by using a proxy, can submit this via the company's website (https://www.norwegian.com/us/about/company/investor-relations/annual-general/) or via VPS Investor Services, a service offered by most registrars in Norway, or by completing and returning the enclosed attendance form scanned by email to [email protected], or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo. The deadline for submitting proxies is Monday 22 May 2023 at 16:00 (CEST).
Proxy with or without voting instructions, can if desirable, be given to the meeting chair or the person he appoints.
Shareholders who have given a proxy may log in to the digital meeting via Lumi AGM but will not be able to vote on the agenda items during the meeting.
The company urges shareholders to receive investor messages from the Euronext Securities Oslo electronically, both from an environmental and cost perspective. To receive investor information electronically, including invitations to general meetings, visit your online bank or euronextvps.no (log in via myVPS in the top-right corner).
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The following documents will be available on the company's website https://www.norwegian.com/us/about/company/investor-relations/annual-general/:
Any shareholder, who would like to receive the above documents may request the same by email to [email protected] or regular mail to Oksenøyveien 3, 1366 Lysaker, Norway.
Lysaker, 28 April 2023
The Board of Directors
The company shall provide a statement on corporate governance, cf. the Accounting Act § 3-3b. The statement is included in the annual report. The general meeting shall consider this statement, cf. the Public Limited Liability Companies Act § 5-6 (5).
The report on executive remuneration for the accounting year 2022 is available at the company's website https://www.norwegian.com/us/about/company/investor-relations/annual-general/.
The report is subject to an advisory vote at the general meeting in accordance with § 5-6 fourth paragraph of the Public Limited Companies Act. The Board of Directors proposes that the general meeting make the following resolution:
The general meeting supports the executive remuneration report for the company.
In accordance with § 6-16a of the Public Limited Liability Companies Act, the Board of Directors has prepared guidelines for the determination of salary and other remuneration to the CEO and other executives. The guidelines are available on the company's website https://www.norwegian.com/us/about/company/investor-relations/annual-general/.
The general meeting shall in accordance with § 5-6 (3) of the Public Limited Companies Act, approve the guidelines.
The Board of Directors proposes that the general meeting make the following resolution:
The general meeting approves the guidelines from the Board of Directors pursuant to the Public Limited Liability Companies Act § 6-16a.
The annual report and accounts for 2022, together with the auditor's report, are available at the company's website https://www.norwegian.com/us/about/company/investor-relations/annual-general/. The Board of Directors proposes that no dividend shall be paid.
Reference is made to the Nomination Committee's proposal of 24 April 2023 which is available at the company's websites. The Nomination Committee proposes that Svein Harald Øygard and Lars Boilesen are re-elected for a period of two years each, that Ingrid Elvira Leisner is re-elected for a period of one year and that Katherine Jane Sherry is elected as a new member of the Board of Directors for a period of two years.
The Board of Directors proposes that the directors are voted on individually, and that the general meeting makes the following resolutions:
Mr. Svein Harald Øygard is re-elected as Chair of the Board of Directors for a period of two years.
Mr. Lars Boilesen is re-elected as member of the Board of Directors a period of two years.
Ms. Ingrid Elvira Leisner is re-elected as member of the Board of Directors a period of one year.
Ms. Katherine Jane Sherry is elected as member of the Board of Directors a period of two years.
Reference is made to the Nomination Committee's proposal of 24 April 2023 which is available at the company's websites. The Nomination Committee proposes that Nils A. Foldal and Jacob Iqbal are re-elected for a period of two years, and that Jan Erik Klepsland is elected as a new member of the Nomination Committee for a period of two years.
The Board of Directors proposes that the members of the Nomination Committee are voted on individually, and that the general meeting makes the following resolutions:
Mr. Nils A. Foldal is re-elected as member and Chair of the Nomination Committee for a period of two years.
Mr. Jacob Iqbal is re-elected as member of the Nomination Committee for a period of two years.
Mr. Jan Erik Klepsland is elected as a member of the Nomination Committee for a period of two years.
Reference is made to the Nomination Committee's proposal of 24 April 2023 which is available at the company's websites.
The Board of Directors proposes that the general meeting makes the following resolution:
The general meeting approves the Nomination Committee's proposal for the remuneration to the members of the Board of Directors, including the additional remuneration, as specified in the proposal.
Reference is made to the Nomination Committee's proposal of 24 April 2023 which is available at the company's websites.
The Board of Directors proposes that the general meeting makes the following resolution:
The general meeting approves the Nomination Committee's proposal for the remuneration to the members of the Nomination Committee as specified in the proposal.
The Board of Directors proposes that the general meeting adopt the following resolution:
The general meeting approves the auditor's fees in the aggregate amount of NOK 11,296,000, of which NOK 7,507,000 pertains to auditing of the company, NOK 762,000 pertains to audit related services and NOK 3,027,000 pertains to other advisory services rendered to the company.
The Board of Directors proposes that it be authorized to acquire treasury shares with an aggregate nominal value of up to 10 per cent of the company's share capital. The authorization may only be used i) for the purpose of sale and/or transfer to employees in connection with the company's incentive programmes, ii) the purpose of using the company's shares as consideration in connection with acquisitions, mergers, demergers or other transactions, and iii) to purchase treasury shares for investment purposes or for subsequent sale or deletion of such shares.
The Board of Directors proposes that the general meeting adopt the following resolution:
1. The Board of Directors is authorized to acquire treasury shares with an aggregate nominal value of NOK 9,315,872.
It may be desirable or necessary for the Board of Directors to issue new shares or convertible loans on short notice and without calling an extraordinary general meeting. Further, in order to obtain capital swiftly, with increased flexibility and/or without a prospectus offering, it may be necessary to deviate from the shareholders' preferential right pursuant to the Public Limited Companies Act § 10-4 or § 11-4. In this context, the Board of Directors proposes that it be granted authorizations to issue new shares and new convertible loans, and that each of these authorizations comprises shares with an aggregate nominal value corresponding to 10 percent of the company's share capital.
The Board of Directors proposes that the general meeting adopt the following resolution:
The Board of Directors proposes that it be granted an authorization to issue new shares in connection with the company's incentive programmes. It is proposed that the new shares may have an aggregate nominal value corresponding to 1 percent of the company's share capital.
The Board of Directors proposes that the general meeting make the following resolution:
3. The shareholders' preferential right pursuant to the Public Limited Companies Act § 10-4 may be deviated from.
4. The authorisation can only be used to issue new shares in connection with the company's incentive programmes.
The Board of Directors proposes that the general meeting adopt the following resolution:
a. The Board of Directors proposes that the company's articles of association be amended to include in which central securities depository the shares are registered, cf. the requirement in the Public Limited Liability Companies Act § 2-2 (1) no. 11.
The Board of Directors proposes that the general meeting make the following resolution:
A new paragraph shall be added to article 4 of the company's articles of association which shall read:
"The shares are registered in Euronext Securities Oslo."
b. The Board of Directors proposes that the company's articles of association be amended to accommodate for that the shareholders may, within a limited time prior to the general meeting, deliver their votes in writing, which shall include the use of electronic means, cf. the Public Limited Liability Companies Act § 5-8b.
The Board of Directors proposes that the general meeting make the following resolution:
A new paragraph shall be added to article 7 of the company's articles of association which shall read:
"The Board may decide that the shareholders may cast their vote in writing, including electronically, during a period prior to the General Meeting. For such voting an adequate method for authenticating the sender shall be applied."
The Annual General Meeting in Norwegian Air Shuttle ASA will be held on 23 May 2023 at 2:00 p.m. (CEST) as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: _______________ and vote for the number of shares registered in Euronext per Record date 22 May 2023.
Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
Step 1 – Register during the enrollment/registration period:
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:
"Enroll" - There is no need for registration for online participation, enrollment is not mandatory "Delegate Proxy" - Give proxy to the Chair of the Board of Directors or another person "Close" - Press this if you do not wish to register
Step 2 – The general meeting day:
Online participation: Please login through https://dnb.lumiagm.com/169921778 You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).
If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.
Ref no: PIN-code:
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of proxies and instructions must be received no later than 22 May 2023 at 4:00 p.m. (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate. *Will be unsecured unless the sender himself secure the e-mail.
☐ Open proxy for the Board of Directors or the person he or she authorizes (do not mark the items below)
___________________________________________________________________
(Enter the proxy solicitors name in the block letters) Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.
Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the Board's and the Nomination Committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy determines the voting.
| Agenda for the Annual General Meeting 23 May 2023 | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | Election of a person to chair the meeting and a person to co-sign the minutes | | | |
| 2. | Approval of the notice and the agenda | | | |
| 3. | Statement on corporate governance | No voting | ||
| 4. | Advisory vote on the report on executive remuneration | | | |
| 5. | Approval of guidelines for salary and other remuneration to executive management | | | |
| 6. | Approval of the annual report and accounts of the company and the group for 2022 | | | |
| 7. | Election of board members | |||
| a. Re-election of Mr. Svein Harald Øygard as Chair of the Board for a period of two years |
| | | |
| b. Re-election of Mr. Lars Boilesen as member of the Board for a period of two years |
| | | |
| c. Re-election of Ms. Ingrid Elvira Leisner as member of the Board for a period of one year |
| | | |
| d. Election of Ms. Katherine Jane Sherry as member of the Board for a period of two years |
| | | |
| 8. | Election of members of the Nomination Committee | |||
| a. Re-election of Mr. Nils A. Foldal as Chair of the Nomination Committee for a period of two years |
| | | |
| b. Re-election of Mr. Jacob Iqbal as member of the Nomination Committee for a period of two years |
| | | |
| c. Election of Mr. Jan Erik Klepsland as member of the Nomination Committee for a period of two years |
| | | |
| 9. | Determination of compensation to the members of the Board | | | |
| 10. | Determination of compensation to the members of the Nomination Committee | | | |
| 11. | Approval of remuneration to the auditor for 2022 | | | |
| 12. | Board authorization to acquire treasury shares | | | |
| 13. | Board authorization to issue shares | | | |
| 14. | Board authorization to issue shares in connection with the company's incentive programs | | | |
| 15. | Board authorization to issue convertible loans | | | |
| 16. | Amendments to the articles of association | | | |
| a. Amendment to article 4 of the company's articles of association |
| | | |
| b. Amendment to article 7 of the company's articles of association |
| | |
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