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Polight ASA

AGM Information Dec 22, 2023

3717_rns_2023-12-22_ee712c41-8945-4f56-aade-2366548e270d.pdf

AGM Information

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To the shareholders of poLight ASA (org.no. 988 862 703)

NOTICE OF EXTRAORDINARY GENERAL MEETING 15 January 2024

The Board of Directors of poLight ASA ("poLight" or the "Company") hereby convenes an extraordinary general meeting.

Time: 15 January 2024 at 16.00 pm CET Place: Innlaget 5, 3185 Skoppum, Norge.

Agenda:

  1. Opening of the meeting by the Chair of the Board of Directors, and recording of participating and represented shareholders

2. Election of person to chair the meeting and person to co-sign the minutes

The Board of Directors proposes that the Chair of the Board of Directors, Grethe Viksaas, is elected to chair the meeting.

  1. Approval of notice and agenda

4. Board election

The nomination committee's proposal for the election of Board members is included in the nomination committee's recommendations made available on www.polight.com. In accordance with the nomination committee's recommendations, the Board of Directors proposes that the general meeting passes the following resolution:

"Jean-Christophe Eloy and Marianne Bøe are elected as new members of the Board, both with election periods until the ordinary general meeting in 2025. Deputy Chair Ann-Tove Kongsnes resigns from the Board.

The Board of Directors will thereafter consist of the following persons:

Grethe Viksaas, chair of the Board of Directors with an election period up to the ordinary general meeting in 2025,

Svenn-Tore Larsen, board member with an election period up to the ordinary general meeting in 2025,

Thomas Görling, board member with an election period up to the ordinary general meeting in 2025.

Jean-Christophe Eloy, board member with an election period up to the ordinary general meeting in 2025,

Marianne Bøe, board member with an election period up to the ordinary general meeting in 2025"

5. Board remuneration

The nomination committee has proposed that the new board members, Mr. Eloy and Ms. Bøe shall be entitled to remuneration in accordance with what was approved by the ordinary general meeting on 24 May 2023. In accordance with the nomination committee's recommendations, the Board of Directors propose that the general meeting passes the following resolution:

"The new Board members, Jean-Christophe Eloy and Marianne Bøe, shall be entitled to an annual remuneration in line with the other Board members (i.e. NOK 265,000 annually), but adjusted proportionally for their time of service. Such remuneration shall apply for the period from their election up to the ordinary general meeting in 2024. For the avoidance of doubt, the remuneration to other Board members and members of the Board committees shall continue to apply in accordance with the resolution of the ordinary general meeting held on 24 May 2023."

6. Election of members of the nomination committee

The nomination committee's proposal for the election of members of the nomination committee is included in the nomination committee's recommendations made available on www.polight.com. In accordance with the nomination committee's recommendations, the Board of Directors proposes that the general meeting passes the following resolution:

"Jan-Erik Hæreid is elected as chair and member of the Nomination Committee, the election term of the Anne E. H. Worsøe is extended until the annual general meeting in 2025, and Egil Garberg is elected as new member of the Nomination Committee. The nomination committee will thereafter consist of the following persons:

Jan-Erik Hæreid, chair and member with an election period up to the ordinary general meeting in 2025,

Anne E. H. Worsøe, member with an election period up to the ordinary general meeting in 2025, and

Egil Garberg, member with an election period up to the ordinary general meeting in 2025."

7. Remuneration to the members of the nomination committee

The nomination committee has proposed that the members of the nomination committee shall be entitled to remuneration in accordance with what was approved by the annual general meeting on 24 May 2023. In accordance with the nomination committee's recommendations, the Board of Directors propose that the general meeting passes the following resolution:

"The new Chair of the Nomination Committee and the new member of the Nomination Committee shall be entitled to an annual remuneration in line with was approved by the ordinary general meeting held on 24 May 2023 (i.e. NOK 40,000 for the Chair and NOK 30,000 for the new member, both annually), but adjusted proportionally for their time of service. Such remuneration shall apply for the period from their election up to the ordinary general meeting in 2024. For the avoidance of doubt, the remuneration to other members of the Nomination Committee shall continue to apply in accordance with the resolution of the ordinary general meeting held on 24 May 2023."

* * *

Only those two are shareholders in the Company 5 (five) business days prior to the general meeting (i.e. 8 January 2024, the "Record Date") are entitled to attend and vote at the general meeting, cf. Section 5-2 of the Norwegian Public Limited Liability Companies Act.

In accordance with the Company's articles of association section 8 third paragraph, the Board of Directors has decided to set a deadline for registration, which expires two days before the ordinary general meeting. Shareholders who are attending the ordinary general meeting must therefore fill in and return the attached notice of attendance to the Company, no later than 11 January 2024 at 4 pm CET. Notice of attendance may be sent by mail to poLight ASA, Innlaget 5, 3185 Skoppum, Norway, or by e-mail to Alf Henning Bekkevik, [email protected].

Shareholders who cannot attend the general meeting in person may use the attached proxy form, with or without voting instructions. The proxy may be used by a person authorised by the shareholder, or the shareholder may send the proxy without naming the proxy holder. In such case, the proxy will be deemed to be given to the Chairman of the Board or a person authorised by her. In accordance with the deadline for registration decided by the Board pursuant to the Company's articles of association section 8 third paragraph, the proxy form is asked to be received by the Company no later 11 January 2024 at 4 pm CET. The proxy form may be sent by mail to poLight ASA, Innlaget 5, 3185 Skoppum, Norway, or by e-mail to Alf Henning Bekkevik, [email protected].

Shareholders are entitled to propose suggestions to resolutions in the matters that the general meeting will consider. Shareholders are allowed to bring advisers and may give one adviser the right to speak. A shareholder may demand that board members and the CEO provide available information at the general meeting about matters which may affect the assessment of items which have been presented to the shareholders for decision. The same applies to information regarding the Company's financial position and other business to be transacted at the general meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to the Company.

On the date of this notice, the Company has a total of 66,211,548 issued and outstanding shares. The Company holds no treasury shares. Each share carries one vote at the general meeting. Shareholders have the right to vote for the number of shares that they own, and which are registered in the Central Securities Depository (VPS) at Record Date.

Shareholders holding their shares on a nominee account in the Norwegian Central Securities Depository (VPS), cf. section 4-10 of the Norwegian Public Limited Liability Companies Act, and that wish to participate in the general meeting must notify the Company of this in advance, cf. section 5-3 of the Norwegian Public Limited Liability Companies Act. Such notification must be received by the Company within two business prior to the date of the general meeting, i.e. within the expiry of 11 January 2024. Notice of registration can be given by completing and returning the registration form attached to this notice as Appendix 2.

The Company has, pursuant to the Norwegian Public Limited Liability Companies Act section 5-11, resolved that the Company is not obligated to send documents which concern matters which are on the agenda for the general meeting to its shareholders as long as they are published on the Company's website. However, a shareholder may demand to get the documents sent by mail by contacting the Company.

Horten, 22 December 2023 The Board of Directors of poLight ASA

REGISTRATION FOR EXTRAORDINARY GENERAL MEETING IN POLIGHT ASA

Registration deadline: Thursday 11 January 2024 at 4 pm CET

The undersigned confirms that I/we wish to participate in the general meeting in poLight ASA, that will take place at the HQ's premises at Innlaget 5, 3185 Skoppum on 15 January 2024 at 16.00 pm CET, and cast votes for:

Shareholder's signature: ____ Shareholder's name in capital letters: ______
Place:
_____
Date: _ / __ 2024
Total shares
other shares, as stipulated in the attached power(s) of attorney.
own shares (number of shares)

If you are unable to meet yourself, you may give proxy to another person who will participate in your place or to the Chair of the Board, Grethe Viksaas, or a person authorised by her. Proxy forms for granting of proxy without or with voting instructions, respectively, are attached. Shareholders who wish to participate in the general meeting must fill in and send this attendance form within the deadline on 11 January 2024 at 4 pm CET.

The registration form may be sent to poLight ASA, Innlaget 5, 3185, Norway, or by e-mail to Alf Henning Bekkevik, [email protected].

PROXY WITHOUT VOTING INSTRUCTIONS

If you are unable to meet at the general meeting yourself, you may give proxy to another person who will participate in your place or you may send the proxy without entering any name on the proxy holder. In case of the latter, the proxy will be deemed given to the Chair of the Board, or a person authorised by her. This proxy form concerns proxy without voting instructions. If you want to grant proxy with voting instructions, please see the next proxy form.

The undersigned: ____________________________________________ hereby grants (tick one of the two)

o the Chair of the Board of Directors (or a person authorised by her), or

o _____________________________________________ (Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the general meeting of poLight ASA on 15 January 2024.

Neither the Company nor the Chair of the Board (or a person authorised by her) can be held liable for losses that may arise as a result of the proxy not coming to the proxy holder in time. The Company and the Chair of the Board (or a person authorised by her) are not responsible for the vote being made in accordance with the proxy form and have no responsibility in connection with the submission of the vote in accordance with the authorisation.

I/we own __________ (number) shares

Place: __________________________________ Date: _____ / __________ 2024

Name: ___________________________________________

Address: ___________________________________________

Signature: ___________________________________________

This proxy may be sent to PoLight ASA, Innlaget 5, 3185 Skoppum, Norway, or by e-mail Alf Henning Bekkevik, [email protected]. This proxy must be received by poLight ASA within the deadline for registration for the ordinary general meeting, 11 January 2024 at 4 pm CET.

With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's Certificate of Registration must be attached to the proxy.

PROXY WITH VOTING INSTRUCTIONS

This proxy form concerns proxy with voting instructions. If you are unable to meet at the general meeting yourself, you may use this proxy form to give voting instructions to a proxy holder. You may give proxy with voting instructions to another person who will participate in your place or you may send the proxy without entering any name on the proxy holder. In case of the latter, the proxy will be deemed given to the Chair of the Board, or a person authorised by her.

The undersigned: _______________________________________________ hereby grants (tick one of the two)

o the Chair of the Board of Directors (or a person authorised by her), or

o _____________________________________________ (Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the general meeting of poLight ASA on 15 January 2024.

Neither the Company nor the Chair of the Board (or a person authorised by her) can be held liable for losses that may arise as a result of the proxy not coming to the proxy holder in time. The Company and the Chair of the Board (or a person authorised by her) are not responsible for the vote being made in accordance with the proxy form and have no responsibility in connection with the submission of the vote in accordance with the authorisation.

You must state how the authorised shall vote by stating for each matter on the agenda if the authorised shall vote for or against the Chair of the meeting's / the board's proposal by marking "X" in the boxes "FOR", "AGAINST" or "ABSTAIN" in sections 2 to 13 in the table below. If not completed, the instructions are assumed to mean yes to ("FOR") the proposed resolutions according to the notice with required changes, if applicable. If "FOR" is completed, the authorised will have the right to decide the vote if proposals are put forward in addition to or as replacement for proposals in the notice.

I/we instruct the authorized to vote according to the following:

Agenda FOR AGAINST ABSTAIN
2 Election of person to chair the meeting and person to co-sign the
minutes
3 Approval of notice and agenda
4 Board election:
Jean-Christophe Eloy, member
Marianne Bøe, member
5 Board remuneration
6 Election of members of the nomination committee:
Jan-Erik Hæreid, Chair
Anne E. H. Worsøe, member
Egil Garberg, member
7 Remuneration to the members of the nomination committee

I/we own ________________________________________ (number) shares

Place: __________________________________ Date: _____ / __________ 2024

Name: ___________________________________________

Address: ___________________________________________

Signature: ___________________________________________

This proxy may be sent to PoLight ASA, Innlaget 5, 3185 Skoppum, Norway, or by e-mail Alf Henning Bekkevik, [email protected]. This proxy must be received by poLight ASA within the deadline for registration for the extraordinary general meeting, 11 January 2024 at 4 pm CET.

With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's Certificate of Registration must be attached to the proxy.

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