Scana — AGM Information 2015

Aug 20, 2015

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Board of Directors hereby convene an Extraordinary General Meeting (EGM) of Scana Industrier ASA to take place at Scana Industrier's headquarter at Strandkaien 2, 4005 Stavanger, Norway, on 10 September 2015 at […].

Agenda:

• 1. Opening of the meeting
• 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. Election of members to the Board of Directors

Bjørn Torkildsen will resign from his role as Chairman of the Board from 1 September 2015 in connection with his appointment as the company's CEO. The company's Board will as such only count four members from 1 September and it is therefore proposed that the general meeting elects a new board member. The Board has requested the company's nomination committee to prepare a proposal for the Board's composition to be presented to the general meeting. The proposal will be published as soon as possible and at the latest at the extraordinary general meeting.

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Guidelines for attendance

The Company's registered share capital is as per date of this notice NOK 107,511,831 divided on 107,511,831 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 7 September 2015, 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 notice is sent each shareholder by regular mail, and can be found on www.scana.no.

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Stavanger, 20 August 2015

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 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 7 September 2015. (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 10 September 2015 at 14.00 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 7 September 2015 at 16:00 (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

________________________________________________________________________

Name of Proxy (May be without name)

To meet and vote on my / our behalf at the ordinary general meeting of the Company on the 10 September 2015 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 Chairman of the Board.

the______2015

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	Election of the Board of directors