AGM Information • Oct 31, 2018
AGM Information
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An extraordinary general meeting in StrongPoint ASA will be held at the company`s offices in Slynga 10, Rælingen:
The General Meeting will be opened by the Chairman of the Board of Directors Morthen Johannessen. The Board of Directors proposes the following agenda:
The Board has received a proposal from the Nomination Committee's regarding the Board members' shareholdings and changes in Board fees:
In connection with the determination of remuneration to the Board of Directors in StrongPoint, the Nomination Committee has considered various compensation models, including models where mandatory purchase of shares will be an element. StrongPoint wants to offer competitive remuneration, without being leading, and simultaneously facilitate a long-term share purchase program for the members of the Board. The introduction of a share purchase program also reflects a strong wish from several shareholders that directors should be closer to the interests of the owners by being shareholders in the company.
The nomination committee therefore proposes that the board members should acquire shares in the company at market price through an organized share purchase program, and that the minimum share purchase is linked to the board fee they receive. It has been proposed that the share purchase should be from the company's holding of own shares.
This is also in line with the current Norwegian Recommendation for Corporate Governance, Chapter 11, revised October 17, 2018:
«Members of the board should be encouraged to own shares in the company, cf. Section 8. Consideration should be given in this respect to arranging for members to invest part of their remuneration in shares in the company at market price.»
The Nomination Committee proposes that 20 % of gross remuneration shall be used for share purchases until the value of the shares corresponds to a minimum of one year's gross remuneration. The Nomination Committee proposes that the board fee increases by 20 % as a result of the introduction of a requirement for share purchase. Such an increase in fees will still mean that the board has a competitive, but not market leading salary, while at the same time it means that directors over time will have a significant ownership of the company. Corresponding solutions have recently been introduced in several major companies listed on the Oslo Stock Exchange.
The Board has supports the Nomination Committee's proposal and thereby convenes an extraordinary general meeting to implement the proposal.
Shareholders wishing to attend the General Meeting (either in person or by proxy) are requested to give notice by sending the registration form which is available at the company's website to the company at the post address or email address stated on the form by November 20, 2018, CET 16:00.
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 Morthen Johannessen. Completed proxy forms can either be sent to the company before November 20, 2018, CET 16:00 or handed in at the General Meeting. Proxies can be sent either by post or as a scanned attachment to an email (email address: [email protected]).
StrongPoint 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 104 544 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) matters that shall be decided by the shareholders, and (ii) 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: https://www.strongpoint.com/aboutstrongpoint/investor/reports-financial-data/notice-to-general-assembly/
Shareholders can contact the company by post, email or telephone to be sent the relevant documents. Address: StrongPoint ASA, Slynga 10, 2005 Rælingen, email: [email protected] or telephone no: 03254.
Rælingen, October 30, 2018
For the Board of Directors of StrongPoint ASA
____________________ Morthen Johannessen Chairman
Overview of appendices etc to the notice which are available at the company's internet site set out above:
Appendix 1: Form for registration and proxy to the Extraordinary General Meeting
Notice of attendance at the extraordinary General Meeting on 21 November 2018 can be sent via this attendance slip. The registration should be received by the company no later than 4pm on 20 November 2018 and may be sent to the company by post 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 extraordinary General Meeting of StrongPoint ASA on 21 November 2018 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: _________________________________________________
(please use capital letters)
Date Place The signature of the shareholder
If you are not able to attend the ordinary general meeting 21 November 2018, 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 (StrongPoint ASA, Slynga 10, 2005 Rælingen) or email (email: [email protected]) no later than 4pm on 20 November 2018 or be submitted at the General Meeting.
The undersigned shareholder in StrongPoint ASA hereby grants (check-off):
The Chairman of the Board of Directors Morthen Johannessen or the person he appoints
____________________________________ Name of proxy (please use capital letters)
proxy to meet and vote for my/our shares at the Ekstraordinary General Meeting of StrongPoint ASA 21 November 2018. 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 | Abstention | At Proxy's discrection |
|---|---|---|---|---|
| 2. Approval of the notice and the agenda for the General Meeting | ||||
| 4. Share program for the Board and determination of remuneration to members of the Board |
_________ _________ _________________________
The name and address of the shareholder: ______________________________________________
(please use capital letters)
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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