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NRC Group — Proxy Solicitation & Information Statement 2010
Apr 8, 2010
3693_rns_2010-04-08_d44bf263-12c4-4d86-824f-b937a05ca0d2.pdf
Proxy Solicitation & Information Statement
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BLOM IMAGING THE WORLD
TO THE SHAREHOLDERS OF BLOM ASA
NOTICE OF ANNUAL GENERAL MEETING
The Board of Directors hereby gives notice of the Annual General Meeting of Blom ASA
Thursday, 29th April 2010, 09:30, in Thon Vika Conference Centre, Munkedamsveien 45, Oslo.
Board Chairman Gunnar Hirsti will open the General Meeting.
The agenda includes the following items:
- Election of a chairperson for the meeting.
- Approval of the notice of the meeting.
- Election of a representative to sign the minutes jointly with the chairperson.
- Approval of the annual report and accounts for the parent company and group, including distribution of dividends.
The Board of Directors proposes that no dividend be paid.
- Approval of remuneration to the auditor.
- Approval of directors' remuneration.
- Transact the Board of Directors declaration concerning the determination of salary and other remuneration to key executives with reference to the Norwegian Public Limited Liability Companies Act. Section 6-16a.
In accordance to the provision in the Norwegian Public Limited Liability Companies Act. section 6-16a, The Annual General Meeting will transact the Board of Directors declaration concerning the determination of salary and other remuneration to key executives. The declaration is included in the group's annual report, note 18. The annual report for 2009 will be available on Blom website www.blomasa.com. The printed annual report will be sent the shareholders at the latest 1 week before the General Meeting.
- Election of the Board of Directors and the Chairman of the Board
The board members Bente Loe is up for election. The Board propose that she is re-elected for 2 years. The Board propose that Gunnar Hirsti is re-elected as Board Chairman.
- Proposal to the General Meeting to change the company's Articles of Association
The introduction of a new section 5-11 a in the Public Limited Liability Companies Act makes it possible to stipulate in the Articles of Association that documents that are to be considered at a General Meeting may be published on the company's website instead of
BLOM IMAGING THE WORLD
being sent with the notice of the meeting. Individual shareholders are nonetheless entitled to have the documents sent to them free of charge, upon application to the company. It is therefore proposed to adjust the Article 7 accordingly.
Under the new section 5-11 b of the Public Limited Liability Companies Act, the minimum period of notice for a General Meeting in an enterprise listed on a regulated market has been increased to 21 days. It is proposed to adjust the Article 7 accordingly.
In accordance with section 4-2 (3) of the Public Limited Liability Companies Act, the company may in the Articles of Association decide that the condition for the right to participate and vote at the General Meeting is that the ownership of shares is registered in the shareholders register five working days before the General Meeting (Date of Register). The board deems this necessary in order to plan and carry out General Meetings. It is proposed to adjust the Article 8 accordingly.
The Board of Directors proposes to change the Article 7 to:
"The General Meeting of shareholders is called by the board of directors with at least 21 days written notice to the company's shareholders. Shareholders who desire to participate at the company's General Meeting shall give notice to the company by the deadline stated in the notice of the meeting.
The Board of Directors may decide that documents concerning matters to be considered at the General Meeting are not to be sent to shareholders when the documents are made available on the company's website. This also applies to documents which by law shall be enclosed in or attached to the notice of a General Meeting. A shareholder may nonetheless request that documents concerning matters to be considered at the General Meeting be sent to him or her free of charge.
The ordinary General Meeting of shareholders shall consider and decide on the following matters:
Approval of the annual report and accounts, including the declaration of dividends. Election of the board of directors and approval of the board of directors' remuneration. Any other matters that are mentioned in the notice of the meeting or shall be considered by the General Meeting as prescribed by law."
The Board of Directors proposes to change the Article 8 to:
"Each share carries one vote at the company's General Meetings. The right to vote and participate at the General Meeting depends on the ownership of share is registered in the shareholders register five working days before the General Meeting (Date of Register)."
- Proposal to the General Meeting to authorise the Board of Directors to increase the share capital by the issuance of new shares and raising a convertible loan.
The Board of Directors propose that the General Meeting grant the Board of Directors the power of attorney to increase the company's share capital and raise a convertible loan up to 10% of the share capital. The object of this power of attorney is to give the Board of Directors financial freedom in connection with any acquisitions or similar transactions, and to strengthen the company's equity in general.
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To exercise this power of attorney in the best possible commercial manner, it may be relevant in an individual situation to make a private offering of shares or convertible bonds to certain named persons and/or enterprises. The Board of Directors requests therefore that the power of attorney also encompass the right to waive the shareholders' pre-emptive rights.
Beyond the company's disclosures to the stock exchange, no events have taken place after the date of the most recent balance sheet that are of significance to the company.
The Board of Directors propose accordingly that the General Meeting adopt the following resolution:
a) The Board of Directors shall be granted power of attorney to increase the share capital by a maximum of NOK 417,000. The subscription price and other subscription terms will be determined by the Board of Directors.
b) The power of attorney to increase the share capital for a maximum of NOK 417,000 can be used in full or in part to raise a convertible loan for a maximum of NOK 100,000,000. Conversion rate and subscription terms will be determined by the Board of Directors.
c) The capital increase may be paid in cash, by counter account or by contributions in assets other than money. The power of attorney includes the right to bind the company to special obligations, cf. Section 10-2 of the Norwegian Public Limited Liability Companies Act.
d) The shareholders' pre-emptive rights pursuant to Sections 10-4 cf. Section 10-5 and 11-4; cf. Section 10-4 of the Norwegian Public Limited Liability Companies Act, may be waived as determined by the Board of Directors. The power of attorney may nevertheless also be exercised for private offerings to or borrowing from one or more of the company's existing shareholders or for rights issues.
e) The power of attorney shall encompass a merger resolution; cf. Section 13-5 of the Norwegian Public Limited Companies Act.
f) The power of attorney is valid from registration with the Register of Business Enterprises until the ordinary General Meeting in the spring of 2011, but no later than 30 June 2011, and includes the right to change the company's Articles of Association in connection with the capital increase.
g) Existing powers of attorney granted to the company's Board of Directors to increase the company's share capital by the issuance of shares or raising a convertible loan are hereby revoked and replaced by this power of attorney.
The resolution on such a power of attorney requires a two-thirds majority of both the votes cast and the share capital represented at the General Meeting.
The company's annual report, annual accounts and auditor's report for the last accounting year are presented in the annual General Meeting and therefore available to the shareholders at the meeting.
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11. Power of attorney to the Board of Directors to purchase the company's own shares
The company's Board of Directors propose that the Board of Directors be granted power of attorney to acquire the company's own shares. Pursuant to Section 9-2 ff. of the Norwegian Public Limited Companies Act, the company may acquire its own shares up to a maximum limit of 10% of the company's share capital on certain conditions. Such acquisitions may only be made if the General Meeting grants the Board of Directors the power of attorney to do so with the same majority required for an amendment of the Articles of Association and the power of attorney is registered with the Register of Business Enterprises. Per 6th of April 2010 the company holds 1,100,000 of its own shares, corresponding to 2.64% of the total outstanding shares in the company.
The Board of Directors propose that the General Meeting adopt the following resolution:
The General Meeting grants the Board of Directors power of attorney to purchase shares in Blom ASA up to a maximum of NOK 417,000 based on the nominal value of the shares always provided that the total nominal value will not exceed 10% of the share capital. The Board of Directors may only purchase shares pursuant to the power of attorney at a minimum price of the nominal value of NOK 0.10 and maximum price of NOK 100,- per share. The power of attorney is valid from registration with the Register of Business Enterprises until the ordinary General Meeting in the spring of 2011, but no later than 30 June 2011. The acquisition and disposal of the company's own shares may take place as the Board of Directors finds appropriate.
There will be a briefing on the company's status after the General Meeting.
All resolutions will be reported to the Register of Business Enterprises.
The company's share capital is NOK 4 173 063.60 distributed at 41 700 636 shares, each par value NOK 0.10. The company owns 1 100 000 own shares. The company's own shares have no voting rights and the amount of own shares will not be included in the total amount of shares if the resolution requires a certain part of the share capital to be approved by the General Meeting (Section 5-4 of the Norwegian Public Limited Liability Companies Act.) As for the remainder of shares each share gives right to one vote at the company's General Meetings. The shareholders have the right to vote for the amount of shares he or she holds. The shares have to be registered in the share register of the Norwegian Central Securities Depository (VPS) at the time for the General Meeting. The shareholders have the following rights at the General Meeting:
- Right to attend the General Meeting in person or with proxy.
- Right to speak at the General Meeting.
- Right to have an adviser present and give him right to speak at the General Meeting
- Right to request information from the members of the board and the managing director according to regulations in Section 15-5 of the Norwegian Public Limited Liability Companies Act.
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- Right to hear a case at the General Meeting after a written request to the board in time to include the case in the notice of the General Meeting. If the notice has been distributed, a new notice have to be distributed if it's not less than two weeks before the date for the General Meeting.
The shareholders who would like to attend must notify the company's office as soon as possible and no later than 28th April 2010 at 16:00 by returning the enclosed attendance slip. Fax no. +47 22 13 19 21, e-mail: [email protected].
If you wish to be represented by proxy we request that you complete the enclosed proxy form and send it to Blom ASA, care of the Board Chairman.
Notice of the annual General Meeting and the company's annual report will be available on the company's website: www.blomasa.com. The printed annual report will be sent to the shareholder within 1 week before the annual General Meeting.
Oslo, 6th April 2010
Gunnar Hirsti
Board Chairman
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ATTENDANCE SLIP
To be sent to: Blom ASA, P.O. Box 34 Skøyen, 0212 Oslo. Slip must be received by Blom ASA no later than 16:00 on 28. April 2010. Fax no. +47 22 13 19 21, e-mail: [email protected]
The undersigned will attend Blom ASA's General Meeting at the Thon Vika Conference Centre, Munkedamsveien 45, Oslo, at 09:30 on Thursday, 29. April 2010 and vote for:
_______ own shares
_______ other shares pursuant to the enclosed proxy(ies)
For a total of _______ shares
Place: ____
Date: ____
(Name in block letters)
Signature
PROXY WITHOUT VOTING INSTRUCTIONS
If you cannot personally attend the Ordinary General Meeting, you may appoint a proxy to use this power of attorney, or you can return a blank power of attorney. In the latter case, the company will appoint the Chairman of the Board or one of the members of the Board of Directors as your proxy before the Ordinary General Meeting takes place. The power of attorney may instruct the proxy on how to vote on each specific matter. See next page.
To be sent to: Blom ASA, P.O. Box 34 Skøyen, 0212 Oslo. Proxy must be received by Blom ASA no later than 16:00 on 28. April 2010. Fax no. +47 22 13 19 21, e-mail: [email protected]
The undersigned hereby appoints: ☐ Chairman of the Board
or
(Name in capital letters)
(Name must be entered; otherwise the proxy will be invalid.)
to appear and vote at the General Meeting of Blom ASA at 09:30 on Thursday, 29. April 2010 and to vote for my/our ____ shares.
Place: ____
Date: ____
(Name in block letters)
BLOM IMAGING THE WORLD
PROXY WITH VOTING INSTRUCTIONS
If you are not able to attend the General Meeting of Thursday 29. April 2010, 09:30, you may be represented by way of proxy, in which case this proxy form may be used.
The undersigned hereby appoints (check-off):
☐ The Chairman of the Board of Directors, or the person he appoints
☐
(Name in capital letters)
to meet and vote for my/our: ____ shares at the General Meeting of Thursday 29. April 2010, 09:30. If the proxy form is submitted without stating the name of the proxy, the proxy will be deemed to have been given to the Chairman of the Board of Directors or the person he authorises.
The votes shall be cast in accordance with the instructions below. Please note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice, provided, however, that the proxy determines the voting to the extent proposals are put forward in addition to, or instead of, the proposals in the notice.
| Items: | In favor | Against | Abstention | At Proxy's discretion |
|---|---|---|---|---|
| 1. Election of chairperson for the meeting | ☐ | ☐ | ☐ | ☐ |
| 2. Approval of the notice of the meeting | ☐ | ☐ | ☐ | ☐ |
| 3. Election of representative to sign the minutes jointly with the chairperson | ☐ | ☐ | ☐ | ☐ |
| 4. Approval of the annual report and accounts for the parebt company and group, including distribusjon of dividends | ☐ | ☐ | ☐ | ☐ |
| 5. Approval of remuneration to the auditor | ☐ | ☐ | ☐ | ☐ |
| 6. Approval of directors' remuneration | ☐ | ☐ | ☐ | ☐ |
| 7. Transact the Board of Directors declaration concerning the determination of salary to key executives. | ☐ | ☐ | ☐ | ☐ |
| 8. Election of the Board of Directors | ☐ | ☐ | ☐ | ☐ |
| 9. Proposal to change the Article of Ass. | ☐ | ☐ | ☐ | ☐ |
BLOM
IMAGING THE WORLD
-
Proposal to authorise the Board of Directors to increase the share capital by the issuance of new shares and raising of a convertible loan. ☐ ☐ ☐ ☐
-
Power of attorney to the Board of Directors to purchase the company's own shares ☐ ☐ ☐ ☐
Place: _____
Date: _______
(Name in block letters)
Signature