AI assistant
Scana — Proxy Solicitation & Information Statement 2010
Apr 20, 2010
3736_rns_2010-04-20_18c433b0-9d9a-44a6-aa4e-c1be3fd199c5.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Scana SCANIA INDUSTRIER ASA
Translation of the official notice in Norwegian
To the shareholders of
Scana Industrier ASA
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 SAS Atlantic Hotel, Olav V's gate 3, Stavanger, Norway, on 28 April 2010 at 17:30.
Agenda:
- 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.
-
Compilation of a list of attending shareholders and proxies
-
Appointment of an attendee to co-sign the minutes with the Chairman of the meeting
-
Approval of the meeting notice and the agenda
-
Approval of the annual report and accounts for the fiscal year 2008, including distribution of dividends.
The Board proposes a dividend of NOK 0.30 per share.
The dividend will be distributed to the shareholders of Scana Industrier ASA as at April 28'th 2010, and the share will be traded on Oslo stock exchange exclusive of dividend from and inclusive of April 29'th 2009.
- Determining the remunerations for the Board and the Election Committee
The Election Committee proposes for the general meeting that the AGM fixes the remunerations for the Board members for 2010/2011 as follows:
Chairman of the Board: NOK 300,000
Board Members: NOK 200,000 each
It is further recommended that the AGM fixes remunerations for the Chairman of the Election Committee at NOK 12,500 and for Election Committee members at NOK 10,000 each.
- Determining of remunerations for the auditor
The Board recommends that the AGM fixes the 2009 remunerations for the auditor as follows:
Audit for 2009: NOK 347,000
- Election of members to the Board of Directors
The Election Committee recommends that the AGM elect the following people to be Board members for an election period lasting until the company's AGM in 2012:
Frode Alhaug – Chairman of the Board (re-election)
John Arild Ertvaag – Board member (re-election)
Martha Kold Bakkevig – Board member (new)
The Election Committee unanimously proposes the election of Martha Kold Bakkevig as a new board member in Scana Industrier ASA.
The recommendation is based on Bakkeviks experience within strategy, business operations and international oil- and gas industry. Bakkevik has an extensive industrial and political network within trade and industry, and has held positions within central institutions such as the board of the Confederation of Norwegian Enterprise (NHO) and the Research Council of Norway. Currently she holds the position as Managing Director of DeepWell AS in Haugesund, whom since its founding in 2004 has become a significant company within well intervention and well maintenance.
Further the election committee unanimously proposes the re-election of Frode Alhaug and John Arild Ertvaag as Chairman of the Board and Board member respectively.
In 2009, Bjørn Dahle and Mari Skjærstad were elected Board members, both effective until the company's AGM in 2011.
Scana Industrier ASA
Strandkaien 2 • Postboks 878 • 4004 Stavanger • Norway • Tel +47 51 86 94 00 • Fax +47 51 91 99 80 • Org. no. 928 613 941 VAT • www.scana.no
Scana
SCANIA INDUSTRIER ASA
Translation of the official notice in Norwegian
- Authorisation for the Board to repurchase own shares.
a) Authorisation connected to the share option allocation programme for senior management.
The Board has decided to propose that the AGM adopt a resolution for the authorisation for the Board to repurchase own shares in connection with the fulfilment of the company's obligations under the share option programme for senior management. The Board's proposed resolution can be found in Appendix 2 a) of this notice.
b) Authorisation connected to potential acquisitions.
The Board has decided to propose that the AGM adopt a resolution for the authorisation for the Board to repurchase own shares in connection with potential acquisitions. The Board's proposed resolution can be found in Appendix 2 b) of this notice.
- Authorisation to the Board regarding increase of share capital.
The Board has decided to propose that the AGM adopt a resolution for the authorisation for the Board to increase the share capital in connection with the fulfilment of the company's obligations under the share option programme for senior management. The Board's proposed resolution can be found in Appendix 3 of this notice.
- Incorporation of addition to the articles of association regarding the distribution of documentation related to the AGM.
In compliance with § 5-11 of the Public Limited Companies Act, the board proposes to the AGM that the option to distribute documentation related to the AGM only on the company's home page, as opposed to physical distribution, is added to the articles of association.
The board proposes that the AGM resolves to add a new § 9C with the following wording to the company's articles of association:
"Documentation related to items to be treated by the AGM, inclusive of documents that by law should be included in or attached to the notice of annual general meeting, can be made available on the company's homepage on the internet. The requirement for physical distribution is then not applicable. Shareholders can still request documentation related to items to be treated by the AGM to be distributed"
- Incorporation of addition to the articles of association to enable the entire Board to act as the Audit Committee.
In compliance with § 6-42 of the Public Limited Companies Act the Board can act as Audit Committee if this is specified in the articles of association of the company.
It is the Board's opinion that it is in the best interest of the company that the tasks and duties of the Audit Committee are held by the entire Board. The Board hence proposes that the AGM resolves to add a new § 6B with the following wording to the company's articles of association:
"The entire Board of Directors shall exercise the Audit Committee's tasks and duties according to the requirements of the Public Limited Companies Act at any time"
- The Board's statement on the setting of salaries and other remuneration for the general manager and other senior employees and an options allocation program for the senior management.
In accordance with § 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, which is 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 2009.
Scana Industrier ASA
Strandkaien 2 • Postboks 878 • 4004 Stavanger • Norway • Tel +47 51 86 94 00 • Fax +47 51 91 99 80 • Org. no. 928 613 941 VAT • www.scana.no
Scana
SCANIA INDUSTRIER ASA
Translation of the official notice in Norwegian
With reference to the company's statement on the setting of salaries and other remuneration for the general manager and other senior managers, the Board proposes the following resolution concerning an options program for senior management.
" In agreement with the Board's proposal, the Board is authorised to distribute up to 2,5 million share options free of consideration under a new option program for senior management. The share options issue rate shall be equal to the market rate on the issue date.
The Board's allocation of options will at any given time be made in accordance with existing authorisations granted by the AGM and within the principles of the share option programme as described in the company guidelines on the setting of salaries and other remuneration for the general manager and other senior management."
14. Election of members to the Election Committee.
The Election Committee recommends that the AGM elect the following people to be members og the election committee for an election period lasting until the company's AGM in 2012:
Kjetil Martin Stuland – leader (re-election)
Alf Inge Gjerde – member (re-election)
Helge Orstad – member (re-election)
Guidelines for attendance
The company's share capital is NOK 209,167,187.5 divided by 167,333,750 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 Scana Industrier ASA no later than 27th of April 2010, 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 may 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 in time. Questions should be submitted to the Board in sufficient time prior to the AGM to allow preparation of a new notice. In accordance with § 5-14 (1) of the Public Limited Companies Act, the AGM can only deal with issues that have been included in the meeting notice. Questions submitted after the closing date will as a rule not be addressed. However, in accordance with § 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 § 5-15 of the Public Limited Companies Act, a stockholder can on the AGM request from board members and the Group Chief Executive information regarding aspects that may impact the judgement of (i) the approval of the annual accounts and the directors report, and (ii) 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 of AGM is also available at the website of Scana Industrier ASA at www.scana.no or by contacting the company administration by phone: +47 51 86 94 00.
Scana Industrier ASA
Strandkaien 2 • Postboks 878 • 4004 Stavanger • Norway • Tel +47 51 86 94 00 • Fax +47 51 91 99 80 • Org. no. 928 613 941 VAT • www.scana.no
Scana
SCANIA INDUSTRIER ASA
Translation of the official notice in Norwegian
A preliminary and unofficial translation of the annual accounts and directors' report for 2009 has been enclosed with this notice. An electronic version of this and other documents related to the AGM can be downloaded at www.scana.no. The full annual report in English will be made available for downloading at www.scana.no in due time, and a hard copy can be requested at www.scana.no or by contacting the company administration by phone: +47 51 86 94 00.
Immediately following the AGM, there will be a briefing on the status of the company at first quarter end 2010.
Stavanger, March 24'th 2010 and
completed by the recommendations of the Election Committee (item 8 and 14) on April 19'th 2010
On behalf of the Board of Directors of Scana Industrier ASA
Frode Alhaug, 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 to the Board regarding increase of share capital
Appendix 4: Annual report (Norwegian) and unofficial translation of the annual accounts and directors report for 2009.
Scana Industrier ASA
Strandkaien 2 • Postboks 878 • 4004 Stavanger • Norway • Tel +47 51 86 94 00 • Fax +47 51 91 99 80 •
Org. no. 928 613 941 VAT • www.scana.no
Scana
SCANIA INDUSTRIER ASA
Translation of the official notice in Norwegian
Appendix 2 a) - Authorisation to repurchase own shares connected to the share option allocation programme for senior management.
The Board received authorisation to purchase own shares from the AGM on 29 April 2009, effective until the AGM in 2010. This authorisation will hence expire on 28th of April 2010.
Consequently, in order to continue to facilitate flexible options for the purchase of shareholdings to use for the implementation of the existing employee option scheme, the Board proposes that the AGM grants the Board authorisation to purchase own shares.
For the above reasons, the Board asks the General Meeting to grant the following authorisation to the Board, in accordance with § 9-2 to 9-4 of the Public Limited Companies Act:
"In agreement with the Board's proposal, the Board is granted authorisation to purchase own shares that are registered as fully paid in accordance with § 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 1.25 and no more than the standard market price at any given time.
This authorisation may be used once or several times. The maximum nominal value of shares to be purchased with this authorisation is NOK 2,500,000.
Purchase of own shares with this authorisation can 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. Furthermore, the Board stipulates the following conditions for the purchase and disposal of own shares; that under no circumstances should shares be purchased with this authorisation above what would be considered prudent and good business practice, and with due regard to losses that may have occurred since the date of the last balance sheet, or that are expected to occur.
The authorisation is valid until the next AGM in 2011."
Appendix 2 b) - Authorisation to repurchase own shares connected to potential acquisitions.
The Board received authorisation to purchase own shares from the AGM on 29 April 2009, effective until the AGM in 2010. This authorisation will hence expire on 28th of April 2010.
Consequently, in order to continue to facilitate flexible options for the purchase of shareholdings to use for compensation in the acquisition of property or shares in other businesses (including in connection with mergers or demergers), the Board proposes that the AGM grants the Board authorisation to purchase own shares.
For the above reasons, the Board asks the General Meeting to grant the following authorisation to the Board, in accordance with § 9-2 to 9-4 of the Public Limited Companies Act:
"In agreement with the Board's proposal, the Board is granted authorisation to purchase own shares that are registered as fully paid in accordance with § 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 1.25 and no more than the standard market price at any given time.
This authorisation may be used once or several times. The maximum nominal value of shares to be purchased with this authorisation is NOK 20,916,719.
Purchase of own shares with this authorisation can 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. Furthermore, the Board stipulates the following conditions for the purchase and disposal of own shares; that under no circumstances should shares be purchased with this authorisation above what would be considered prudent and good business practice, and with due regard to losses that may have occurred since the date of the last balance sheet, or that are expected to occur.
The authorisation is valid until the next AGM in 2011."
Scana Industrier ASA
Strandkaien 2 • Postboks 878 • 4004 Stavanger • Norway • Tel +47 51 86 94 00 • Fax +47 51 91 99 80 • Org. no. 928 613 941 VAT • www.scana.no
Scana SCANIA INDUSTRIER ASA
Translation of the official notice in Norwegian
Appendix 3 – Authorisation to the board regarding increase of share capital.
To enable the Board to fulfil the company's obligations under the, at any time valid, share option programme for senior management it is recommended that the Board is given authorisation to increase the company's share capital through emission(s) towards employees granted share options under the share option program for senior management.
Based on this the Board requests that the General Meeting in accordance with § 10 – 14 of the Public Limited Companies Act, grants the Board the following authorization:
"In accordance with the Board's proposal the Board was authorized to increase the Company's share capital with up to NOK 2.500.000,- by issuing up to 2.000.000 new shares at the price of NOK 1,25 each.
This authorization may only be used to issue shares to fulfil the share option program which is in force in the Company at any time.
Share increases following this authorization will in other respects be in the manner and at the time which the Board finds to be the best giving due consideration to the Company and the shareholders. The authorization may be used one or several times until the stipulated amount is reached. The authorization enables the Board to depart from the shareholders' priority to new shares according to the Public Limited Companies Act, § 10-4. Payment of share contribution can only be done in cash, and the authorization does not include payment by means of other assets. The Board will decide the detailed subscription terms including the subscription rate, and will decide all necessary alterations of the articles of association following capital increased in accordance with this authorization.
The Board's authorization is valid until the AGM in 2011."
Scana Industrier ASA
Strandkaien 2 • Postboks 878 • 4004 Stavanger • Norway • Tel +47 51 86 94 00 • Fax +47 51 91 99 80 • Org. no. 928 613 941 VAT • www.scana.no
Scana
SCANIA INDUSTRIER ASA
Appendix 1 to the notice of ordinary general meeting
If you wish to attend or use the authorisation at the annual general meeting, please send this notification/authorisation to Scana Industrier ASA, attn. Torunn Hognestad, P.O.Box 878, N-4004 Stavanger, Norway, preferably by April 27th 2010 (telefax +47 51 91 99 80, e-mail [email protected]).
Attendance slip
The undersigned will attend the ordinary general meeting in Scana Industrier ASA on April 28th 2010 at 5:30 PM and vote for:
... personal shares
(number)
... other’s shares according to enclosed power of attorney
(number)
Total ... shares
(number)
Place and date Signature (please repeat with capital letters)
Any power of attorney to meet and to vote for others to be enclosed in copies and presented in original at the general meeting.
Power of Attorney
The undersigned hereby gives authority to meet and to vote at the ordinary general meeting in Scana Industrier ASA on April 28th 2010 at 5:30 PM in accordance with the board’s and the nomination committee’s proposals or instructions attached hereto, to:
... name of proxy with capital letters
for my / our ... shares.
(number)
Place and date Signature (please repeat with capital letters)
If the proxy is given according to the right of signature, certification of registration has to be enclosed.
Scana Industrier ASA
Strandkaien 2 • Postboks 878 • 4004 Stavanger • Norway • Tel +47 51 86 94 00 • Fax +47 51 91 99 80 •
Org. no. 928 613 941 VAT • www.scana.no