Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Philly Shipyard AGM Information 2025

Jan 29, 2025

3713_rns_2025-01-29_f720152c-648e-4103-8c06-631eee760bbc.pdf

AGM Information

Open in viewer

Opens in your device viewer

Notice of an Extraordinary General Meeting in Philly Shipyard ASA

Notice is hereby provided of the extraordinary general meeting of Philly Shipyard ASA, org. no. 991 851 526 (the "Company"), on Wednesday 19 February 2025 at 14:00 (CET), held as a virtual meeting at https://dnb.lumiagm.com/166-943-604.

The Extraordinary General Meeting will be held as a digital meeting only, with no physical attendance for shareholders. To participate in the general meeting, please log in to: https://web.lumiagm.com either on your smartphone, tablet or PC. Enter Meeting ID: 166-943- 604 and click Join. You must then identify yourself with the reference number and PIN code from VPS for the general meeting that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for non-electronic actors).

You will have the opportunity to log in one hour before the general meeting start from13:00h. Shareholders must be logged in before the general meeting starts.

Shareholders are welcome to contact DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30) or send an e-mail to [email protected] if they need their reference number and PIN code or if they have technical questions.

Shareholders may find an online guide on the Company's website www.phillyshipyardasa.com describing how shareholders can participate in the virtual meeting. Shareholders may choose to vote in advance or by proxy as described in this notice.

The extraordinary general meeting will be held for the purposes stated below:

    1. Opening of the extraordinary general meeting, including approval of the notice and agenda.
    1. Election of a person to co-sign the meeting minutes along with the meeting chair.
    1. Approval of audited interim balance sheet and proposal of distribution of dividend
    1. Liquidation of the Company.

The shares of the Company and the right to vote for shares As of the date of this notice, the Company's share capital is NOK 125,747,660 divided into 12,574,766 shares. Each share carries one vote, however, no voting rights may be exercised for the Company's own shares (treasury shares). As of 29 January 2025, the Company owned 466,865 own shares.

Only persons who are shareholders on 12 February 2025(the Record Date) may attend and vote at the general meeting. Each such shareholder has the right to vote for the number of shares owned by the actual shareholder and registered in the shareholder's register with the Norwegian Central Securities Depository (Euronext Securities Oslo ("VPS")) on the Record Date. Owners of shares held through a custodian must also ensure that the Company is notified separately of its attendance, see below.

The shareholders' rights

A shareholder cannot demand that new items are added to the agenda now, when the deadline for such request has expired, cf. the Norwegian Public Limited Liability Companies Act section 5-11 second sentence. A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the general meeting.

A shareholder has the right to request board members and the CEO to provide necessary information to the general meeting that may influence items brought before the general meeting for approval; the Company's financial state, and other items to be discussed at the general meeting, unless the information requested may not be disclosed without causing disproportionate harm to the Company:

If additional information is necessary, and an answer will not be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available at the company's office and sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

Notice of attendance and Participation

The extraordinary general meeting will be held as a digital meeting via Lumi AGM on https://web.lumiagm.com. Click on the link or copy the URL of your browser to attend at the general meeting. Philly Shipyard ASA meeting ID will be: 166-943-604

Shareholders that are eligible for attending and voting at the extraordinary general meeting must register their attendance no later than 17 February 2025 at 23:59 CET if they wish to attend the meeting. Registration can be done electronically via the Company's website www.phillyshipyardasa.com or VPS Investor Portal or by providing the completed attendance form enclosed hereto to DNB Bank ASA, Registrars Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway, or by e-mail to [email protected].

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 in before the general meeting starts. Note that any shareholders that are not logged in before the meeting starts will still be granted access, but it will not be possible 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 in the attached form or on the shareholder's account in VPS Investor Services.

More information and guidelines regarding digital participation via Lumi AGM is available on the Company's website: www.phillyshipyardasa.com.

Shares held in custodian accounts

According to the Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians of nominee registered shares. The custodian shall thereafter forward the notice to the owner of such shares. Shareholders must communicate with their custodian, who is responsible for conveying the owner's votes, proxies or notice of attendance. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act register this with the Company no later than 2 working days before the general meeting, i.e. no later than 17 February at 23:59 (CET).

Foreign shareholders who have shares registered through an approved custodian pursuant to Section 4-10 of the Public Companies Act have voting rights equivalent to the numbers of shares which are

covered by the custodian arrangement provided that the owner of such shares shall within two working days prior to the general meeting provide the Company with its name and address together with a confirmation from the custodian to the effect that he or she is the beneficial owner of the shares held in custody. The deadline for giving such notice is also 17 February 2025 at 23:59(CET).

Voting prior to the general meeting and proxies

Instead of participating online, shareholders may prior to the extraordinary general meeting, cast votes on each agenda item via the Company's website, www.phillyshipyardasa.com, or via VPS Investor Services (PIN-code and reference number from the notice of attendance is required). The deadline for prior voting is 17 February 2025 at 23:59 (CET). Up until the deadline, votes already cast may be changed or withdrawn.

Shareholders who wish to vote at the extraordinary general meeting by using a proxy can submit this via the Company's website www.phillyshipyardasa.com or via VPS Investor Services, a service offered by most registrars in Norway, or by completing and returning the enclosed proxy 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, Norway. The proxy form must be received no later than 17 February 2025 at 23:59(CET). Proxy with or without voting instructions can, if desirable, be given to the meeting chair or the person he appoints.

Shareholders who have voted in advance or 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.

Electronic Investor Information

Philly Shipyard ASA urges shareholders to receive investor messages from the VPS 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).

***

The following documents will be available on www.phillyshipyardasa.com:

  • This notice and the enclosed proxy form
  • The Board of Directors' proposed resolutions for the items listed above
  • The audited interim balance sheet of Philly Shipyard ASA dated 30 December 2024
  • Guidelines for online participation

Pursuant to section 8 of Philly Shipyard ASA's Articles of Association and section 5-12 (1) of the Norwegian Public Limited Liability Companies Act, the Board of Directors and the Chairman of the Board have appointed attorney Camilla Iversen (or someone appointed by her) to open and chair the annual general meeting.

Any shareholder, who wants to receive the documents, can contact the company via email [email protected] or regular mail to Philly Shipyard ASA, Vika Atrium, Munkedamsveien 45, NO-0250 Oslo, Norway.

***

29 January 2025,

Philly Shipyard ASA Board of Directors

Enclosure: Notice of attendance/Proxy

Ref no: PIN - code:

Notice of Extraordinary General Meeting

Extraordinary General Meeting in Philly Shipyard ASA will be held on 19 February 2025 at 14:00 CET 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 date12 February 2025.

The deadline for electronic registration of advance votes, proxy of and instructions is 17 February 2025 at 23:59 (CET).

Electronic registration

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:

Once logged in - choose Corporate Actions – General Meeting – ISIN

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 "Advance vote" - If you would like to vote in advance of the meeting "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/166943604. You must identify yourself using the reference number and PIN code from VPS which you can find in investor services or sent by post on this form (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:

Form for submission by post or e-mail for shareholders who cannot register their elections electronically.

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 advance votes, proxies and instructions must be received no later than 17 February 2025 at 23:59 CET 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.

__________________________________ shares would like to be represented at the extraordinary general meeting in Philly Shipyard ASA

as follows (mark off):

  • ☐ Proxy to the Chair of the Board of Directors (or the person he authorizes) (mark "For", "Against" or "Abstain" on the individual items below if you want the Proxy to be with instructions)
  • ☐ Advance votes ("For", "Against" or "Abstain" on the individual items below)

___________________________________________

☐ Open proxy to the following person (do not mark the items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)

(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 election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.

Agenda for the Extraordinary General Meeting 19 February 2025 For Against Abstain
1. Opening of the extraordinary general meeting, including approval of the notice and agenda.
2. Election of a person to co-sign the meeting minutes along with the meeting chair.
3. Approval of audited interim balance sheet and proposal of distribution of dividend
4. Liquidation of the Company

The form must be dated and signed

Place Date Shareholder's signature

THE BOARD OF DIRECTORS' REASONING AND PROPOSAL FOR THE RESOLUTIONS TO BE PASSED

Item 3 Approval of audited interim balance sheet and proposal of distribution of dividend

The audited interim balance sheet dated 30 December 2024 is available at the Company's website www.phillyshipyardasa.com.

Following the completion of the sale of Philly Shipyard, Inc. on 19 December 2024 (the "Transaction"), the Company received cash proceeds of approximately USD 100 million. The Board of Directors propose to distribute approximately USD 73.6 million as dividend to the Company's shareholders, based on the audited interim balance sheet. This gives a USD 6.08 dividend per share in the Company (excluding treasury shares), and totals the maximum distribution permitted for the Company pursuant to the interim balance sheet, cf. the Public Limited Liability Companies act section 8-1.

The board of directors resolved to propose that the general meeting passes the following resolution:

"The audited interim balance sheet as of 30 December 2024 is approved.

The general meeting approves the proposal from the Board of Directors for distribution of dividend of USD 6.08 per share, which represent a total dividend distribution of USD 73,616,038.08.

The dividends will be paid out to those who are shareholders in the company as of 19 February 2025 (as registered in the VPS as of 21 February 2025).

The dividend distribution shall to the extent possible be treated as repayment of paid capital for Norwegian tax purposes."

Item 4 Liquidation of the Company

Following closing of the Transaction, there are no operational- or investment activity left in the Company, and it is not anticipated that it will resume such activities or any other activity.

On this basis, the board has proposed to liquidate the Company. Liquidation is expected to occur during H1 2025, subject to satisfaction of the relevant contingent liabilities under the SPA.

Following the proposed dividend set out in item 3, the estimated remaining cash in the Company at liquidation, excluding the USD 10 million of the Transaction proceeds that the Company is obligated to maintain in an escrow account for a period of up to four years following closing of the Transaction (the "Escrow Funds") , are expected to be distributed as liquidation dividend to the shareholders as part of the proposed liquidation of the Company. Promptly after expiry of the escrow period, the Escrow Funds are, if and when released to the Company, in part or in whole, expected to be distributed as a subsequent distribution (Nw. etterutlodning) to the Company's shareholders entitled to liquidation distribution, distributed on a pro rata basis.

The Board resolved to propose that the General Meeting makes the following resolution:

"The Company shall be liquidated. This decision will be submitted immediately to the Norwegian Register of Business Enterprises."

Interim statement of financial position as of 30.12. 2024 Philly Shipyard ASA

Interim statement of financial position Notes to the Accounts

Org.no.: 991 851 526

Interim statement of financial position Philly Shipyard ASA

Amounts in USD thousands
Assets
Note 30.12.2024
Non-current assets
Non-current financial assets
Escrow account 1 10 000
Total non-current financial assets 10 000
Total non-current assets 10 000
Current assets
Receivables
Prepayments and other receivables 203
Total receivables 203
Bank deposits, cash and cash equivalents
Bank deposits, cash and cash equivalents 1 87 911
Total bank deposits, cash and cash equivalents 87 911
Total current assets 88 114
Total assets 98 114

Interim statement of financial position Philly Shipyard ASA

Equity and liabilities Note 30.12.2024
Equity
Paid in equity
Share capital 2 22 664
Treasury stock -9 969
Share premium reserve 22 511
Total paid-up equity 35 205
Retained earnings
Other equity 61 145
Total retained earnings 61 145
Total equity 3 96 350
Liabilities
Current liabilities
Trade payables 1 163
Other current liabilities and accruals 601
Total current liabilities 1 764
Total liabilities 1 764
Total equity and liabilities 98 114

Kristian Monsen Røkke Chairman of the board

Susan Hayman Member of the board

28.01.2025 The board of Philly Shipyard ASA

Elin Karfjell Member of the board

Jan Petter Hagen Member of the board

Steinar Nerbøvik General Manager

Accounting principles

The interim statement of financial position as of 30 December 2024 is prepared as the Board will propose to the EGM a distribution of dividend. As a result, the interim statement of financial position may not be suitable for any other purpose. The interim statement of financial position have been prepared in conformity with Norwegian legislation and generally accepted accounting principles in Norway. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the audited consolidated financial statements of Philly Shipyard ASA as of and for the year ended 31 December 2023.

The going concern assumption

Following the closing of the sale of Philly Shipyard Inc in December 2024, the company has ceased trading, and the going concern assumption is not applied in this financial statement. At the date of issuance of this report, no formal decision about liquidation of the company has been made. Management has concluded that the NGAAP accounting standards still provide relevant and reliable information, and has therefore prepared this financial statement using the same accounting policies as disclosed in the annual report for 2023.

Currency

Philly Shipyard ASA's functional and reporting currency is the U.S. dollar (USD), except when indicated otherwise. All financial statements are presented in US. Foreign currency transactions are translated into USD using the exchange rates prevailing at the dates of the transactions. Receivables and liabilities in foreign currencies are translated into USD at the exchange rates ruling on the balance sheet date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.

Classification and valuation ofcurrent assets and short-term liabilities

Current assets and short-term liabilities normally include items that fall due for payment within one year of the balance sheet date, as well as items that relate to the stock cycle. Current assets are valued at the lower of acquisition cost and fair value.

Note 1 Escrow account

Philly Shipyard ASA has USD 10 million in restricted cash (long-term) as of 30 December 2024. This amount is obligated to be maintained in an escrow account and relates to certain potential liabilities of the Company under the SPA for a period of up to four years.

Note 2 Share capital, shareholders etc.

The share capital of NOK 125,747,660 consists of 12,574,766 shares (including 466,865 treasury shares) with a par value of NOK 10 as of 30 December 2024.

Philly Shipyard ASA isa part of the consolidated accounts of Aker ASA, Oksenøyveien 10, NO-1366 Lysaker, Norway.

Twenty largest shareholders as of 30.12.2024:

Shareholders Number
of
shares
held
Ownership
(in
%)
Aker
Capital
AS
7
237
631
57.6
%
J.P.
Morgan
Securities
LLC
1
211
486
9.6
%
Philly
Shipyard
ASA
466
865
3.7
%
Nordnet
Livsforsikring
AS
177
112
1.4
%
Sivert
Hultgren
Berg
169
679
1.3
%
Tor-
Fredrik
Naevdal
139
165
1.1
%
Interactive
Brokers
LLC
132
987
1.1
%
Maxwell
Montes
AS
96
082
0.8
%
Citibank 76
222
0.6
%
Peter
Myhre
71
000
0.6
%
Nordnet
Bank
AB
67
436
0.5
%
Filip
Kristiansen
61
436
0.5
%
Jan
Roar
Ronning
60
000
0.5
%
Kristian
Falnes
AS
60
000
0.5
%
Trading
Partner
AS
59
234
0.5
%
Kim
Skailand
55
000
0.4
%
Steinar
Gronland
45
805
0.4
%
Itsos
AS
45
000
0.4
%
Thomas
Fuglestad
43
680
0.3
%
Dag
Arve
Midttun
40
000
0.3
%
Total,
20
largest
shareholders
10
315
820
82.1
%
Other
shareholders
2
258
946
17.9
%
Total
shareholders
12
574
766
100
%

For information regarding shares owned by the members of the Board of Directors and the Senior Management, please see note 18 to the 2023 annual consolidated accounts.

Note 3 Equity capital

Amounts in USD thousands

Share
capital
Treasury Share Other
equity
Total
equity
shares premium capital
Pr.
31.12.2023
22
664
-9
969
22
511
2
096
37
302
Result
of
the
period
0 0 0 59
048
59
048
Pr
30.12.2024
22
664
-9
969
22
511
61
145
96
350

To the General Meeting of Philly Shipyard ASA

Independent Auditor's Report on the Interim statement of financial position

Opinion

We have audited the Interim statement of financial position of Philly Shipyard ASA (the Company) as at 30 December 2024 showing an equity of USD 96 350 thousand. The Interim statement of financial position comprise the Interim statement of financial position, a summary of significant accounting policies and notes.

In our opinion, the accompanying Interim statement of financial position in all material respects, express the financial position of the Company as at 30 December 2024 with the accounting principles as set out in the notes to the Interim statement of financial position.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Interim statement of financial position section of our report. We are independent of the Company as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter – Basis of accounting

We draw attention to the notes to the Interim statement of financial position, which describes the basis of accounting. The Interim statement of financial position is prepared as Philly Shipyard ASA will conduct a distribution of dividends (the Norwegian Public Limited Liability Companies Act § 8-2a). As a result, the Interim statement of financial position may not be suitable for another purpose. Our opinion is not modified in respect of this matter.

Responsibilities of the Board of Directors and the Managing Director for the Interim statement of financial position

The Board of Directors and the Managing Director (Management) are responsible for the preparation of the Interim statement of financial position in accordance with the accounting principles as set out in the notes to the Interim statement of financial position, and for such internal control as management determines is necessary to enable the preparation of the Interim statement of financial position that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibilities for the Audit of the Interim statement of financial position

Our objectives are to obtain reasonable assurance about whether the Interim statement of financial position as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Interim statement of financial position.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • identify and assess the risks of material misstatement of the Interim statement of financial position, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • evaluate the appropriateness of accounting policies used, and the reasonableness of the overall presentation of the Interim statement of financial position.

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Oslo, 29 January 2025 PricewaterhouseCoopers AS

Anne Kristin Huuse State Authorised Public Accountant (electronically signed)

Revisjonsberetning mellombalanse 30.12

Signers:

Name Method Date
Huuse, Anne Kristin BANKID 2025-01-29 08:21

This document package contains:

- Closing page (this page) - The original document(s) - The electronic signatures. These are not visible in the document, but are electronically integrated.

This file is sealed with a digital signature. The seal is a guarantee for the authenticity of the document.

GUIDE FOR ONLINE PARTICIPATION PHILLY SHIPYARD ASA

19 FEBRUARY 2025

Philly Shipyard ASA will hold an extraordinary general meeting on 19 February 2025 at 14:00 CET as a digital meeting, where you will have the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online.

We also point out that you also can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.

By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext VPS) in relation to this General Meeting.

No registration is required for shareholders who want to participate online, but shareholders must be logged in before the general meeting starts. Log ins after the meeting has started will receive access, but with no voting rights.

Shareholders who cannot find their reference number and PIN code for access, or have other technical questions are welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30)

HOW TO ACCESS THE ONLINE GENERAL MEETING

To be able to participate online, you must go to the following website: https://dnb.lumiagm.com

either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.

enter Meeting ID: 166-943-604 and click Join:

Alternatively put direct link in your browser https://dnb.lumiagm.com/166943604

You must then identify yourself with.

a) Ref. number from VPS for the general meeting

b) PIN code from VPS for general meeting

Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting. If you for some reason log off, just log in again following steps above.

HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE

All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.

All VPS directly registered shareholders have access to investor services either via https://www.euronextvps.no or internet bank. Contact your VPS account operator if you do not have access.

Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).

Custodian registered shareholders: Shares held through Custodians (nominee) accounts exercise their voting rights through their custodian. Please contact your custodian for further information.

HOW TO VOTE

When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.

To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one if desired.

To change your vote, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.

NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.

02-UK 9 15:54
Poll Open
@ 33% ■
Split Voting
the chair
Select a choice to send.
2. Valg av møteleder og person til å
medundertegne protokollen /
Election of person to chair the
co-sign the minutes together with
meeting and election of a person to
For / For
Mot / Against
Avstar / Abstain
Cancel

QUESTIONS TO THE CHAIRPERSON

Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open.

If you would like to ask a question relating to the items on the agenda, select the messaging icon.

Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.

Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.

All shareholders who submit questions will be identified with their full names, but not holding of shares.