AGM Information • Mar 25, 2014
AGM Information
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To the shareholders of PSI Group ASA
An Ordinary General Meeting of PSI Group ASA will be held at Hotel Continental, Stortingsgaten 24/26, 0161 Oslo:
The General Meeting will be opened by the Chairman of the Board of Directors Svein Jacobsen. The Board of Directors proposes the following agenda:
The annual accounts, the annual report and the auditor's report for the 2013 financial year are available on the company's website (address provided below).
The Board of Directors proposes a dividend of 0.30 per share for the financial year 2013, which represents a total dividend payment of NOK 13 million. The dividend is payable to the shareholders as at 25 April 2014. Payment of dividends to foreign shareholders will be deducted for any Norwegian withholding tax (up to 25% of the dividend) in accordance with applicable regulations.
The nomination committee proposes that the fees for the period from the Ordinary General Meeting 2013 to the Ordinary General Meeting 2014 are approved.
Remuneration to the Directors during the period from the ordinary general meeting 2014 to the ordinary general meeting 2015 are proposed unchanged:
Remuneration for committee work is proposed unchanged with NOK 10 000 per meeting for the Chairman and NOK 5 000 for the other committee members.
The recommendations from the nomination committee are available on the company's website as described below.
The Board of Directors proposes that the General Meeting approves the auditor's fee for the 2013 financial year. The fee for auditing and related services amounts to NOK 361 000.
Pursuant to section 6-16 a of the Public Limited Liabilities Companies Act, the Board of Directors has prepared a declaration of the specification of salaries and other remuneration to leading personnel. An advisory vote will be held at the General Meeting regarding this declaration. The declaration is enclosed in note 9 to the annual accounts.
The Board currently consists of Svein S. Jacobsen (Chairman), Klaus de Vibe, Selma Kveim, Erik Pinnås and Camilla Tepfers. The Nomination Committee's proposal is that all Board members are reelected at the ordinary general meeting:
The Nomination Committee's recommendation of remuneration for work of the Nomination Committee during the period from the Ordinary General Meeting 2013 to the Ordinary General Meeting 2014 is in accordance with previous suggestions.
Remuneration of committee members during the period Ordinary General Meeting 2014 to Ordinary General Meeting 2015 is proposed to remain unchanged following:
The Nomination Committee's full recommendation are available on the company's website listed below.
The Board of Directors proposes that pursuant to section 10-14 of the Public Limited Liability Companies Act, the General Meeting grants the Board of Directors authorisation to increase the company's share capital by up to NOK 2 790 000, which constitutes 4 500 000 shares.
The objective of the authorisation is to give the Board of Directors the possibility to issue shares that can be used in connection with future private placements, acquisitions of companies within the same industry, potential strategic acquisitions and/or mergers. It is desirable that in such situations the Board of Directors has the opportunity to act quickly if this is considered to be in the joint interests of the company and the shareholders. It follows from the purpose of the authorisation that the shareholders' preferential rights can be disregarded, cf. section 10-4 of the Public Limited Liability Companies Act. The authority shall apply until the next Ordinary General Meeting, however not after 30 June 2015, and replaces the authorisation that was granted at the Ordinary General Meeting on 26 April 2013.
The Board of Directors proposes that the General Meeting pass the following resolutions:
The Board of Directors proposes that, pursuant to section 9-4 of the Public Limited Liability Companies Act, the General Meeting grants the Board of Directors authorisation to acquire own shares with a total nominal value of up to NOK 2 728 000, which constitute 4 400 000 shares and represent just under 10% of the company's share capital. The objective of the authorisation is to enable the Board of Directors to ensure an optimal capital structure at all times and that the company shall be able to have holdings of own shares which the Board can use as consideration in connection with potential acquisitions. The authorisation shall apply until the next Ordinary General Meeting, however not after 30 June 2015 and shall replace the authorisation granted at the General Meeting on 26 April 2013.
The Board of Directors proposes that the General Meeting passes the following resolutions:
All the members are up for election. The composition of the committee is deemed to have the necessary independence of the Board and management as well as the expertise of the company and shareholders' interests is taken care of. Skagen Fondene has nominated Petter Quam to replace Ross Porter in the nomination committee.
The nomination committee unanimously recommends the election of the following candidates:
The recommendations from the nomination committee are available on the company's website as described below.
* * *
Shareholders wishing to attend the General Meeting (either in person or by proxy) are requested to give notice by sending the enclosed registration form which is available at the company's website to the company at the fax number or email address stated on the form by 4pm on 24 April 2014.
The Shareholders that are prevented from attending can be represented by a proxy. The proxy form, including detailed instructions for the use of the form, is available on the company's website. If desirable, proxy may be given to the Chairman of the Board Svein Jacobsen. Completed proxy forms can either be sent to the company before 4pm on 24 April 2014 or handed in at the General Meeting. Proxies can be sent either by telefax (telefax no.: 63 83 58 01) or as a scanned attachment to an email (email address: [email protected]).
PSI Group ASA is a public limited company subject to the rules of the Norwegian Public Limited Companies Act. As of the date of this notice, the company has issued 44 376 040 shares, each of which has one vote. The shares also have the same rights. As of the date of this notice, the company holds 660 253 own shares, for which votes cannot be cast.
A shareholder has the right to submit proposed resolutions for items that are on the agenda and to request that the board members and the Chairman of the Board provide available information about matters which can influence the assessment of (i) the approval of the annual accounts and annual report, (ii) matters that shall be decided by the shareholders, and (iii) the company's financial position, including activities in other companies which the company holds stakes in and other matters which the General Meeting shall address, unless the information that is requested can not be provided without causing disproportionate harm to the company.
This notice, other documents related to the matters that will be addressed at the General Meeting, including the documents referred to in this notice, proposed resolutions to the items in the suggested agenda, as well as the company's Articles of Association, are available at the company's website: www.psigroup.no/Investor/General-Assembly/Archive-of-Notice-to-General-Assembly/2014. Shareholders can contact the company by post, telefax, email or telephone to be sent the relevant documents. Address: PSI Group ASA, Postboks 23, 2005 Rælingen, telefax: 63 83 58 01, email: [email protected] or telephone no: 03254.
Rælingen, 19 March 2014
For the Board of Directors of PSI Group ASA
____________________ Svein Jacobsen Chairman
Overview of appendices etc to the notice which are available at the company's internet site set out above
Appendix 1: Annual accounts, annual report and auditor's report for the 2013 financial year
Appendix 2: Form for registration and proxy to the General Meeting
Appendix 3: Recommendations from the Nomination Committee
Notice of attendance at the ordinary General Meeting on 25 April 2014 can be sent via this attendance slip. The registration should be received by the company no later than 4pm on 24 April 2014 and may be sent to the company via telefax (fax: + 47 63 83 58 01) or email (email: [email protected]). If you are unable to attend after you have registered, a written and dated proxy can be submitted at the General Meeting.
The undersigned will attend the ordinary General Meeting of PSI Group ASA on 25 April 2014 and will (check-off): Vote for my/our shares
Vote for shares pursuant to the enclosed proxy(ies)
The name and address of the shareholder: _________________________________________________
_________ ____________________ ___________________________________ Date Place The signature of the shareholder
If you are not able to attend the ordinary general meeting 25 April 2014, you can be represented by way of proxy. Please use this proxy form. A written and dated proxy may be sent to the company by post (PSI Group ASA, PB 23, 2005 Rælingen), telefax (fax: + 47 63 83 58 01) or email (email: [email protected]) no later than 4pm on 24 April 2014 or be submitted at the General Meeting.
The undersigned shareholder in PSI Group ASA hereby grants (check-off):
The Chairman of the Board of Directors Svein Jacobsen or the person he appoints
____________________________________
Name of proxy (please use large letters)
proxy to meet and vote for my/our shares at the Ordinary General Meeting of PSI Group ASA 25 April 2014. If the proxy form is submitted without stating the name of the proxy, the proxy will be deemed to have been given to the Chairman of the Board of Directors or the person he/she authorises.
The votes shall be cast in accordance with the instructions below. Please note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice, provided, however, that the proxy determines the voting to the extent proposals are put forward in addition to, or instead of, the proposals in the notice.
Items:
| In favour | Against | Abstent ion |
At Proxy's discretion |
|||
|---|---|---|---|---|---|---|
| 2. Approval of the notice and the agenda for the General Meeting 4. Approval of the annual accounts and the annual report of the financial year 2013 5. Approval of dividend for the 2013 financial year 6. Determination of remuneration to the Board members 7. Approval of the auditor's fee 8. Discussion of the Board of Directors' declaration on salaries for leading personnel etc 9. Election of the Board of Directors Director___(Chairman) Director___ Director___ Director___ Director___ 10. Determination of remuneration to the members of the nomination committee 11. Authorisation for the Board to increase the share capital 12. Authorisation for the Board to acquire its own shares 13. Election of members of the nomination committee Director___(Chairman) Director___ Director___ |
||||||
| The name and address of the shareholder:___________ | ||||||
| ___ Date |
___ Place |
_______ Shareholder's signature |
If the shareholder is a company, a current certificate of registration must be attached to the proxy.
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