Scana — AGM Information 2014

Apr 11, 2014

NOTICE OF ANNUAL GENERAL MEETING

The Board of Directors hereby convene the Annual General Meeting (AGM) of Scana Industrier ASA to take place at the Radisson Blu Atlantic Hotel, Olav V's gate 3, Stavanger, Norway, on 6 May 2014 at 17:30.

Agenda:

1. Opening of the meeting by the Chairman of the Board

The Chairman of the Board chairs the meeting in accordance with § 8 of the Company's Articles of Association.

2. Compilation of a list of attending shareholders and proxies

3. Appointment of an attendee to co-sign the minutes with the Chairman of the meeting

4. Approval of the meeting notice and the agenda

5. Approval of the annual report and accounts for the fiscal year 2013, including distribution of dividends

The Board proposes that no dividends are distributed for 2013.

6. Determining the remuneration for the Board and the Election Committee

The Election Committee proposes that the AGM fixes the remuneration for the Board members for 2014/2015 as follows:

Chairman of the Board:	NOK 300,000
Board Members:	NOK 200,000 each

In addition, the Election Committee proposes that the Chairman of the Board is remunerated with NOK 33,333 per month in additional board remuneration from the extraordinary general meeting 2013 until the end of December, in aggregate NOK 333,330.

It is further recommended that the AGM fixes the remuneration for the Election Committee as follows:

• Fixed remuneration to each member, including the Chairman of the Election Committee: NOK 10,000
• NOK 2,500 per meeting exceeding 5 meetings, for the Chairman of the Election Committee
• NOK 1,500 per meeting exceeding 5 meetings, for Election Committee Members

7. Stipulation of auditor's fee

The Board recommends that the AGM set the auditor's fee for 2013 as follows:

Audit for 2013: NOK 342,000

8. Election of members to the Board of Directors

The following persons are for election:

• Bjørn Torkildsen, Chairman of the board
• Knut Øgreid, Board member
• Per Anders Ravnestad, Board member
• Elisabeth Saupstad, Board member

Recommendation from the election committee will be published later.

John Arild Ertvaag, Anna Aabø and Martha Kold Bakkevig was elected at the annual general meeting in 2013 with their term ending at the annual general meeting in 2015.

9. Authorisation for the Board to repurchase own shares

In order to provide for; a) fulfilment of the company's obligations under the established optionprogram for employees and b) flexibility in connection with possible acquisitions, the Board proposes that the AGM grant the Board an authorisation to repurchase own shares in the Company in order to fulfil the abovementioned objectives.

The Board has decided that the existing share option programme for employees shall not be replaced by a new share option program, and that incentives shall be established through other arrangements.

The Board's proposal for resolution is attached to this notice as Appendix 2. The AGM shall vote on each individual objective that the authorisation is proposed used for.

10. Authorisation for the Board to issue shares

In order to provide for flexibility in connection with; a) potential acquisitions, b) strengthening of the company's capital structure and c) the fulfilment of the company's obligations under the established option program for employees, the Board proposes that the AGM grant the Board an authorisation to undertake one or more capital increases for the fulfilment of the following objectives:

a) Capital increase in conjunction with potential acquisitions

The basis for this proposal is that the company may have a need to issue shares on short notice as settlement in conjunction with the financing of strategic investments and acquisitions. It is therefore appropriate that the Board is enabled by authorisation to undertake a consecutive evaluation and adaption of the need to issue new shares and/or additional capital.

b) Capital increase in conjunction with the strengthening of the company's capital structure

The basis for this proposal is that the company may have a need for further funding on short notice in conjunction with the development and possible expansion of the company's business. It is therefore appropriate that the Board is enabled by authorisation to undertake a consecutive evaluation and adaption of the need for further funding.

c) Capital increase in conjunction with fulfilment of the established option program

The basis for this proposal is that the Company may have a need for flexibility in connection with fulfilment of the established share option program for employees, by being able to fulfil the program through the issuance of new shares instead of the repurchase of shares.

The Board has decided that the existing share option programme for employees shall not be replaced by a new option program, and that incentives shall be established through other arrangements.

The Board's proposed resolution is attached to this notice as Appendix 3. The AGM shall vote on each of the abovementioned objectives for granting the Board an authorisation to undertake capital increases.

11. The Board's statement regarding salary and other remuneration for the Company's senior employees

In accordance with section 6-16a of the Public Limited Companies Act, the Board has prepared a statement on the setting of salaries and other remuneration for senior management for the next fiscal year, to be discussed at the AGM.

The AGM will consider the Board's guidelines for senior management salary stipulations by an advisory vote, whereas the guidelines for remunerations related to shares or the development of share price in Scana Industrier ASA must be approved by the AGM.

The content of the statement is included in annotation 10 of the annual accounts for 2013.

12. Statement on corporate governance pursuant to Section 3-3b of the Norwegian Accounting Act

Pursuant to Section 5-6 (4) of the Norwegian Public Limited Liability Companies Act, the general meeting shall consider the statement on corporate governance submitted in accordance with Section 3-3b of the Norwegian Accounting Act. The statement is made available on the company's website

www.scana.no. At the general meeting, the chairman of the meeting will describe the main contents of the statement. The statement shall not be subject to a cast of vote at the general meeting.

13. Election of Election Committee

The Board of Directors proposes that the following persons are elected as members of the company's Election Committee with term of office from the annual general meeting 2014 until the annual general meeting 2016:

• Henning Stephansen (Chairman)
• Bjørn Dahle
• Hans Eide

***

Guidelines for attendance

The Company's registered share capital is as per date of this notice NOK 75,118,301 divided on 75,118,301 shares. Each share represents one vote.

All shareholders are entitled to attend the AGM in person or by proxy. A shareholder has the unrestricted right to attend the AGM provided that (i) the shareholder is registered as a shareholder or can prove in some way his/her ownership of shares and (ii) is present at the opening of the AGM.

Shareholders who wish to be represented at the AGM are requested to notify the company no later than 3 May 2014, by sending in the enclosed attendance slip. However, the submission of the attendance slip is not a requirement for attending the AGM.

All shareholders are entitled to authorise any natural person or legal entity to attend the AGM on his/her behalf. The authorisation must be in writing, with an approved signature and issued to one specific person. Voting instructions should be included with the authorisation. The proxy form included in the attendance slip shall be used. If the shareholder is a legal entity or a minor, proof of the signature's validity must be enclosed with the authorisation.

All shareholders are entitled to have their questions dealt with at the AGM if they have been submitted in writing to the Board on time. Questions should be submitted to the Board in sufficient time prior to the AGM to allow for preparation of a new notice. In accordance with Section 5-14 (1) of the Public Limited Companies Act, the AGM can only deal with issues that have been included in the notice of general meeting. Questions submitted after the closing date will normally not be addressed. However, in accordance with Section 5-14 (2) of the Public Limited Companies Act, the following matters may still be addressed at the meeting; (i) matters that according to law or the Articles of Association must be addressed at the meeting, (ii) the motion for an inquiry; and (iii) proposals to convene a new general meeting in order to resolve proposals that were put forward during the current general meeting.

In accordance with Section 5-15 of the Public Limited Companies Act, a shareholder can at the AGM request from board members and the Group Chief Executive information regarding aspects that may impact the judgment of (i) the approval of the annual accounts and the directors report, and (ii) matters that are put forward at the general meeting for adoption and (iii) the economic state of the Company and associated companies, as well as other matters treated by the AGM, unless such information can not be given without imposing unreasonable damage to the Company.

The annual accounts and directors' report for 2013, including the statement on corporate governance pursuant to Section 3-3b of the Norwegian Accounting Act will according to the company's Articles of Association be made available for downloading at www.scana.no, and is therefore not enclosed to this notice. The notice is sent each shareholder by regular mail, and can be found on www.scana.no.

***

Stavanger, 11 April 2014

On behalf of the Board of Directors of Scana Industrier ASA

------------------------------------------------- Bjørn Torkildsen, Chairman of the Board

Appendix 1: Attendance slip and proxy form Appendix 2: Proposed resolution – Authorisation for the Board to repurchase own shares Appendix 3: Proposed resolution – Authorisation for the Board to increase the share capital

Appendix 1 – Attendance slip and Authorisation

Attendance slip

If you wish to attend at the annual general meeting, please send this notification to: Scana Industrier ASA, v/Torunn Hognestad, P.O. Box 878, N-4004 Stavanger, Norway. The notification must be received by Scana Industrier ASA within 2 May 2014. (telefax +47 51 91 99 80, e-mail torunn.hognestad@scana.no).

_______________________________________________________________________________

The undersigned will attend the ordinary general meeting in Scana Industrier ASA on 6 May 2014 at 17:30 and vote for:

……………… personal shares Number

……………… other's shares according to enclosed authorisation Number

Total ……………… shares Number

.......................................... ....................................................................

Place and date Signature (please repeat with capital letters)

Any authorisation to meet and to vote for others to be enclosed in copies and presented in original at the general meeting.

Authorisation

If you wish to vote by Proxy at the annual general meeting, please send this authorization to: Scana Industrier ASA, v/Torunn Hognestad, P.O. Box 878, N-4004 Stavanger, Norway. The authorization must be received by Scana Industrier ASA within 3 May 2014. (telefax +47 51 91 99 80, e-mail torunn.hognestad@scana.no).

________________________________________________________________________

I / we own ........................... shares in Scana Industrier ASA, and do hereby empower the Chairman of the Board or a person empowered by him or

To meet and vote on my / our behalf at the ordinary general meeting of the Company on the 6 May 2014 in accordance with the instructions below. If this Authorisation does not name a proxy, the authorisation is deemed to be given to the Chairman of the Board or to the person empowered by the

Name of Proxy (May be without name)

Chairman of the Board.

the______2014

Signature (Must be dated and signed)

Please quote in block letters:

Name

Address

The voting shall be done in accordance with the instructions below. Please note that if any of the sections have not been ticked off this will be considered an instruction to vote in favour of the proposals listed in the notice of the meeting, however, the representative may decide the vote in cast proposals put forward in addition to or in place of the proposals in the notice of the meeting:

Agenda		In Favour	Against	Abstention	At Proxy's decision
4	Approval of the calling notice and the agenda
5	Approval of the annual accounts and annual report for 2013, including distribution of dividends
6	Determining the remunerations for the Board and the Election Committee
7	Determining the auditor's remuneration
8	Election of the Board of directors
9a)	Authorisation to acquire own shares in conjunction with fulfilment of established employee share option programme
9b)	Authorisation to acquire own shares in conjunction with acquisitions
10a)	Authorisation for the Board to increase the share capital in conjunction with potential acquisitions.
10b)	Authorisation for the Board to increase the share capital in conjunction with the strengthening of the Company's capital structure.
10c)	Authorisation for the Board to increase the share capital in conjunction with fulfilment of the established employee share option programme.
11	The Board's statement regarding salary and other remuneration for the Company's senior employees
13	Election of Election Committe

Appendix 2 – Authorisation to repurchase own shares

The Board was granted an authorisation to purchase own shares by the AGM held on 6 May 2013 in conjunction with (i) fulfilment of the company's employee share option programme and (ii) acquisitions. The authorisation was granted for a period up to the AGM 2014 and will therefore expire on 6 May 2014.

In order to continue to facilitate flexible options for the purchase of shareholdings to secure fulfilment of the company's employee share option program and to facilitate the use of shares as settlement in conjunction with acquisition of shares or assets in other companies (including mergers/demergers), the Board proposes that the AGM grant the Board authorisation to purchase own shares.

For reasons stated above, the Board asks the AGM to grant the following authorisation to the Board, in accordance with Sections 9-2 to 9-4 of the Public Limited Companies Act:

"In accordance with the Board's proposal, the Board is granted an authorisation to purchase own shares in accordance with Section 9-2 to 9-4 of the Public Limited Companies Act.

The minimum price that can be paid per share pursuant to this authorisation is NOK 1.00. It shall not be paid more than the official share price at the Oslo Stock Exchange at any given time.

This authorisation may be used for the purchase of shareholdings in conjunction with (i) fulfilment of the company's employee share option programme and (ii) acquisitions.

This authorisation may be used one or several times. The maximum aggregate nominal value of the shares to be purchased with this authorisation is NOK 7,511,830.

Purchase of own shares with this authorisation may only take place if the Company's unrestricted equity in the most recent balance sheet at the time of purchase exceeds the compensation to be paid for the shares. Otherwise, the Board stipulates the conditions for the purchase and disposal of own shares; however considering that under no circumstances shares can be purchased under this authorisation beyond what is consistent with prudent and sound business practice, with due regard to losses that may have occurred since the date of the last balance sheet, or that are likely to occur.

The authorisation is valid until the next AGM in 2015, but in any case limited to 30 June 2015."

Appendix 3 – Authorisation for the Board to increase the share capital.

The Board was granted an authorisation to increase the share capital of the company by the AGM held on 6 May 2013 in conjunction with (i) acquisitions, (ii) strengthening of the company's capital structure and (iii) fulfilment of the company's employee share option programme. The authorisation was granted for a period up to the AGM 2014 and will therefore expire on 6 May 2014.

In order to continue to secure flexibility in conjunction with potential acquisitions, a potential need to strengthen the company's capital structure and/or in conjunction with the fulfilment of the company's obligations under the established employee share option programme, it is desirable that the Board is given an authorisation to increase the share capital of the Company.

On this background, the Board asks that the AGM in accordance with Section 10–14 of the Public Limited Companies Act, grants the Board the following authorisation:

"The Board was given authorisation to increase the Company's share capital with up to NOK 7,511,830.

This authorisation may only be used in conjunction with (i) potential acquisitions, (ii) strengthening the company's capital structure, and (iii) fulfilment of the company's employee shares option programme.

Share capital increases under this authorisation shall otherwise be carried out in such manner and at such time the Board at any time deems appropriate, giving due consideration to the Company and the shareholders. The authorisation may be used one or several times until the amount stipulated above is reached. The authorization enables the Board to derive from the shareholders' preferential rights to new shares according to the Public Limited Companies Act, Section 10-4. Settlement of the share contribution may be done in kind, as well as in cash, and the authorisation includes the right to incur particular duties on the Company, cf. Section 10-2 of the Public Limited Companies Act. The authorisation includes a capital increase in conjunction with a merger, cf. Section 13-5 of the Public Limited Companies Act. The Board sets out the detailed terms of subscription, including the subscription price, and will resolve all necessary amendments to the articles of association following a capital increase in accordance with this authorisation.

The authorisation is valid until the next AGM of 2015, but in any case limited to 30 June 2015.