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TOMRA Systems AGM Information 2010
3775_rns_2010-03-24_c88b1bfb-f77f-4eef-a0bf-1f8c077363f8.pdf
AGM Information
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TOMRA
Helping the world recycle
NOTICE OF
ANNUAL GENERAL MEETING IN
TOMRA SYSTEMS ASA
Notice is hereby given by the board of directors for the annual general meeting in Tomra Systems ASA on 21 April 2010 at 6:00 pm at the offices of the company in Drengsrudhagen 2, Asker, Norway. Registration of attendees will take place from 5:30 pm.
The following matters shall be dealt with:
- Opening of the general meeting by the chairman of the board of directors. Registration of attending shareholders, including shareholders represented by proxy.
- Election of the chairperson of the meeting.
- Election of one person to sign the minutes of the general meeting together with the chairperson of the meeting.
- Approval of the notice of the meeting and the agenda.
- Report by the management on the status of the company and the group.
- Approval of the annual accounts and the annual report for 2009 for the company and the group, including proposal for declaration of dividend (please see enclosure).
- Advisory vote regarding declaration from the board of directors on the fixing of salaries and other remunerations to leading personnel and binding vote regarding remuneration in shares to all employees (please see enclosure).
- Determination of remunerations for the board of directors, board committees and auditor (please see enclosure).
- Election of shareholder elected members of the board of directors, chairperson of the board and the nominating committee (please see enclosure).
- Amendment to the articles of association - reduction in share capital by cancellation of treasury shares (please see enclosure).
- Authorisation regarding acquisition and disposal of treasury shares (please see enclosure).
- Authorisation regarding private placements of newly issued shares in connection with mergers and acquisitions (please see enclosure).
TOMRA SYSTEMS ASA
Drengsrudhagen 2, P.O. Box 278, NO-1372 Asker, Norway, TEL: +47 66 79 91 00, Fax: +47 66 79 91 11, www.tomra.com
Enterprise no: NO 927 124 238 VAT
TOMRA
Helping the world recycle
- Amendment to the articles of association - notice of meeting and holding of general meetings (please see enclosure)
- Amendment to the articles of association - exercise of shareholders' rights (please see enclosure)
- Deadline for calling an extraordinary general meeting until the next annual general meeting.
The total number of shares in the company is 150,020,078, each share entitling its holder to one vote, cf. Norwegian Securities Trading Act § 5-9, subsection 2. Shareholders may meet and vote in person or by proxy.
Proposals to resolutions by the general meeting, documentation, proxies and forms regarding the general meeting are available at the company’s web site, www.tomra.com.
The board of directors and the management welcome all shareholders to attend the general meeting.
24 March 2010
TOMRA SYSTEMS ASA
The Board of Directors
Enclosures:
Enclosure 1: Detailed accounts on and proposal for resolutions in certain matters on the annual general meeting in Tomra Systems ASA 21 April 2010
Enclosure 2: Annual report
Enclosure 3: Auditor’s statement in respect of share capital reduction
Enclosure 4: Information on shareholders’ rights, including how shareholders may participate and vote at the general meeting
Enclosure 5: Attendance and proxy form
TOMRA SYSTEMS ASA
Drengsrudhagen 2, P.O. Box 278, NO-1372 Asker, Norway, T6C 447 66 79 91 00, Fax: +47 66 79 91 11, www.tomra.com
Enterprise no: NO 927 124 238 VAT
Page 3 of 11
Enclosure 1
DETAILED ACCOUNTS ON AND PROPOSAL FOR RESOLUTIONS IN CERTAIN MATTERS ON THE ANNUAL GENERAL MEETING IN TOMRA SYSTEMS ASA 21 APRIL 2010.
Matter 6: Approval of the annual accounts and the annual report for 2009 for the company and the group, including proposal for declaration of dividend
Annual report with the annual accounts, director’s report and auditor’s report is enclosed to this notice, cf. the Norwegian Public Limited Liability Companies Act § 5-6, subsection 4.
The board of directors proposes that the general meeting passes the following resolution:
> “The annual report and annual accounts for 2009 are approved. An ordinary dividend of NOK 0,55 per share shall be distributed. Eligible for dividend for a share is the one being owner of the share by the end of 21 April 2010. The shares will be traded on Oslo Stock Exchange excluding dividend as from 22 April 2010.”
The dividend shall be paid on or about 4 May, 2010.
Matter 7: Advisory vote regarding declaration from the board of directors on the fixing of salaries and other remunerations to leading personnel and binding vote regarding remuneration in shares to all employees
The board of directors has prepared a declaration with guidelines on the fixing of salaries and remunerations to leading personnel, cf. the Norwegian Public Limited Liability Companies Act § 6-16a. The declaration is included in the annual report on page 49.
The general meeting’s approval of the guidelines for the fixing of salaries and remunerations of leading personnel is of an advisory nature to the board of directors. However, the approval of the guidelines regarding remuneration in the form of shares, subscription rights, options, and other forms of remuneration linked to shares or the development of the share price in the company or in other companies within the group, are binding for the board of directors, cf. the Norwegian Public Limited Liability Companies Act § 5-6, subsection 3, third sentence, cf. § 6-16a, subsection 2, fourth sentence.
In accordance with the resolution passed on the annual general meeting in 2008, the company established a share saving program under which employees in the group may purchase shares at a 16.67 % discount to market value. The discount is subject to, inter alia, that the employee retains ownership of the shares for at least one year. The program is limited to 500,000 shares per year. The shares will be sold to the employees from the company’s holding of treasury shares. Thus, a continuation of the program
depends on the general meeting passing a resolution authorising the company to purchase and dispose of treasury shares.
The board of directors proposes that the general meeting passes the following resolution:
"The general meeting endorses the declaration from the board of directors on the fixing of salaries to leading personnel pursuant to § 6-16a."
Matter 8: Determination of remunerations for the board of directors, board committees and auditor
The nomination committee proposes that the general meeting passes the following resolution:
"For the period April 2009 to April 2010, the members of the board of directors are remunerated as follows (last year’s figures in brackets):
Chairman of the board: NOK 500,000 (500,000)
External board members: NOK 385,000 (385,000)
Internal board members: NOK 225,000 (225,000)
In addition, chairpersons and members of the compensation committee, audit committee, corporate responsibility committee and nomination committee are to be given an annual remuneration of NOK 45,000 (NOK 45,000) and NOK 30,000 (NOK 30,000), respectively.
Auditor’s fee for 2009 of NOK 1,000,000 for audit of the annual accounts of Tomra Systems ASA is approved."
The remuneration for internal members of the board is assumed to cover board responsibilities and time for preparation. Time spent in board meetings is assumed to be covered by the employees’ normal wages.
Matter 9: Election of shareholder elected members of the board of directors, chairperson of the board and the nominating committee
In the previous year the nomination committee has been composed by Tom Knoff (chairman), Ole Dahl and Hild Kinder, all of whom stand for re-election.
The nomination committee has recommended that the following people as board members in Tomra Systems ASA for the next period:
Chairman: Svein Rennemo (re-elected)
Deputy chairman: Bjørn M. Wiggen (re-elected)
Board member: Hege M. Norheim (re-elected)
Board member: Aniela G. Gjøs (re-elected)
Board member: Bernd H. J. Bothe (new)
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CV – Bernd H. J. Bothe (born 1944)
Residence: Düsseldorf
Education: College for Trade and Industry, Køln
Current position: Partner in Horn & Company GmbH
Previous positions:
2002 - 09 Droege & Comp. GmbH
Managing Director/ Head of Competence Center Consumer Goods retail
1988 – 02 Metro AG
CEO Metro Cash & Carry GmbH
President of the Management Board, Metro Int. Management AG
1973 – 88 Kienbaum Consulting Group
Deputy Chairman of the Man. Board/Head of Management Consulting
Matter 10: Amendment to the articles of association - reduction in share capital by cancellation of treasury shares
At the annual general meeting in 2009 the board of directors was authorized to acquire up to 10,000,000 treasury shares at a total of NOK 10,000,000 in par value. Under this authorization the company will as of the Annual General Meeting date have acquired at least 2,000,000 treasury shares.
The board of directors proposes that the share capital is reduced by NOK 2,000,000 by cancellation of 2,000,000 treasury shares, so that more shares can be acquired. The company has sound equity, which allows for such a reduction.
The reduction in the share capital will be carried out in accordance with the Norwegian Public Limited Liability Companies Act § 12-1, subsection 1 number 2, cf. chapter 9. The reduction is subject to a notice to creditors, cf. Norwegian Public Limited Liability Companies Act § 12-6.
In accordance with the Norwegian Public Limited Liability Companies Act § 12-2, subsection 2, the auditor has provided a confirmation stating that the company’s non distributable equity will be fully covered after the proposed reduction. The confirmation is enclosed.
The board of directors proposes that the general meeting passes the following resolution:
“The share capital of the company is reduced by NOK 2,000,000 by cancellation of 2,000,000 treasury shares.
The reduction will come into force when it is registered by the Norwegian Register of Business Enterprises.
As of the entry into force the articles of association is amended as follows:
§ 4
The share capital is NOK 148 020 078 divided into 148 020 078 shares, each having a par value of NOK 1.00”
Page 6 of 11
Matter 11: Authorisation regarding acquisition and disposal of treasury shares
The company has a sound solvency and liquidity and the board of directors regards the capital structure of the group as adequate to meet the identified investment needs. In order to allow the company freedom to further manage the capital structure, the board of directors requests an authorisation to acquire treasury shares.
The authorisation to acquire treasury shares up to a total of NOK 10,000,000 in par value, granted by the annual general meeting in 2009, is in effect until this general meeting.
The board of directors proposes that the authorization to acquire treasury shares is renewed by granting a new authorisation for acquisition and disposal of treasury shares, for 10,000,000 additional shares.
The board of directors requests that shares bought may be utilised in connection with a merger or an acquisition of another company or business, and for the share saving program described above under matter 7 in this enclosure. The board also request that treasury shares may be used in connection with the holding by certain employees of unexercised options under a closed down option programme under which no further options are acquired.
The board of directors proposes that the general meeting passes the following resolution:
> “In accordance with the Norwegian Public Limited Liabilities Act § 9-4 the board of directors is hereby granted authority to acquire and dispose of treasury shares. The authority remains in force until the next annual general meeting.
>
> The company may acquire shares up to a total par value of NOK 10,000,000. The price paid for the share may not be less than NOK 10 or higher than NOK 100.
>
> The acquisitions shall be made on the stock exchange within a normal spread.
>
> Treasury shares may only be disposed of in order to carry out the share saving program and share option program for the group’s employees, and in connection with mergers and acquisitions of companies and businesses.
>
> The authority will enter into force once it is registered by the Norwegian Register of Business Enterprises.”
Matter 12: Authorisation regarding private placements of newly issued shares in connection with mergers and acquisitions
The board of directors has in the last years been authorised to effect a share capital increase by private placements of newly issued shares and as compensation for mergers and acquisitions. The current authority expires by this general meeting. The board of
directors proposes that a new authority is granted so as to enable the board of directors to effect such actions in the future as well.
The board of directors proposes that the general meeting passes the following resolution:
"The board of directors is hereby authorised to increase the share capital by up to NOK 15,000,000 by subscription of new shares. The authority may only be employed in connection with mergers and acquisitions of companies or businesses. The shareholder’s pre-emptive rights pursuant to the Norwegian Public Limited Liability Companies Act § 10-4 may be disapplied. The authorisation encompasses non-cash share contributions and the right to assume special obligations on the company, as well as a decision on a merger. The authorisation shall be valid until the next annual general meeting in the company. If the authorisation is employed, the board of directors may amend § 4 of the articles of association accordingly."
Matter 13: Amendment to the articles of association – notice of meeting and holding of general meetings
Pursuant to the Public Limited Liability Companies Act, documents pertaining to cases that are to be discussed at the general meeting shall be submitted to the shareholders prior to the meeting. Following the amendment of the Act in 2009, the Act states that this requirement shall not apply if the company’s articles of association contain provisions that such documents may be made available at the company’s web sites. Also, amendments have been made to the Public Limited Companies Act, implying that the time limit for sending the notice of a general meeting that appears from the company’s articles of association must be amended from 14 to 21 days.
The Public Limited Liability Companies Act also contains a new provision in § 5-8 (b), that allows the company to lay down in the articles of association that shareholders shall be able to vote in writing or by use of electronic communication, for a certain period prior to the general meeting. The board’s opinion is that the right to vote in advance will further enhance the shareholders’ rights, and the board therefore proposes that the articles of association are amended in accordance with § 5-8(b) of the Public Limited Liability Companies Act.
The board proposes that the general meeting resolves to amend § 7 of the company’s articles of association to read:
§ 7
“The annual general meeting is to be held each year as early as possible and no later than by the end of June. An extraordinary general meeting may be held when so decided by the board or upon a written request from the company’s auditor or one or more of the shareholders, jointly representing at least 1/20 of the share capital.
The general meeting shall be called by the board on at least 21 days written notice to each shareholder.”
Page 7 of 11
Notice of a general meeting shall be sent on paper to all shareholders with known address, but may be sent electronically to shareholders who expressly have consented hereto. When documents pertaining to matters that are to be discussed at the general meeting have been made available for the shareholders on the company’s web sites, the statutory requirement that documents shall be submitted to the shareholders no longer apply. The same applies to documents that pursuant to law shall be included in or enclosed to the notice of the general meeting. In such a case, the notice of meeting shall include information on the internet address and further information required for the shareholders’ access to the documents on the company’s web site, as well as information on whom the shareholders may contact in order to receive the documents pertaining to matters to be dealt with at the general meeting.
Provided that adequate systems for authentication of the sender are established, the shareholders shall be able to cast their vote in writing or by use of electronic communication for a period prior to the general meeting. The board of directors shall establish further regulations as to how voting shall take place, including the period shareholder may vote in advance.”
Matter 14: Amendment to the articles of association - exercise of shareholders’ rights
Following the amendment in 2009, the Public Limited Liability Companies Act has a new third subsection in § 4-2, which allows the company’s articles of association to lay down that the right to vote at the general meeting may only be exercised when the acquisition has been recorded in the shareholder register on the fifth day prior to the general meeting. The board considers that such solution is appropriate, as it will limit any uncertainties related to who may be deemed to be entitled to vote at the general meeting. The basic principle of the Public Limited Liability Companies Act is that each share carries one vote and that shares are freely negotiable. Thus, it is not necessary to include such regulations in the company’s articles of associations.
The board proposes that the general meeting pass a resolution to amend § 5 of the company’s articles of association to read:
Ҥ5
The right to participate and vote at the general meeting may only be exercised when the acquisition has been recorded in the shareholder register on the fifth day prior to the day of the general meeting (the date of registration).”
Matter 15: Deadline for calling an extraordinary general meeting until the next annual general meeting
§ 5-11b No. 1 of the Public Limited Liability Companies Act allows that the company’s general meeting with majority as for amendments of the articles of association and with effect until the next annual general meeting to resolve that notice for an extraordinary general meeting shall be submitted no later than 14 days prior to the meeting, if the board in accordance with § 5-8a of the Public Limited Liability Companies Act has decided that shareholders may participate at the general meeting by use of electronic
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Page 9 of 11
means and exercise their rights electronically. Out of consideration for the shareholders, the board finds that the general meeting as a main rule shall be called on 21 days notice. Depending on circumstances, it may be necessary to call an extraordinary general meeting on a shorter notice. Hence, the board proposes that the general meeting pass the following resolution
> “Until the next annual general meeting the board may decide to send a notice for an extraordinary general meeting no later than 14 days prior to the meeting being held, provided the board in accordance with the provisions of § 5-8a of the Public Limited Liability Companies Act has decided that the shareholders may participate at the general meeting by use of electronic means and electronically exercise their rights as shareholders.”
Page 10 of 11
Enclosure
INFORMATION ON SHAREHOLDERS' RIGHTS, INCLUDING HOW SHAREHOLDERS MAY PARTICIPATE AND VOTE AT THE GENERAL MEETING
Shares in the company and the right to vote for shares
On the date of this notice there are 150 020 078 issued shares in the company. The company’s articles of association do not contain any restrictions on voting rights. Each share gives the right to one vote at the general meeting; nevertheless voting rights may not be used for shares held by the company itself or its subsidiaries.
A shareholder has the right to cast votes for the number of shares owned which are registered in the Norwegian Registry of Securities (VPS) at the time of the general meeting. If a shareholder has acquired shares and the acquisition of shares has not been registered with VPS at the time of the general meeting, the right to cast votes for the shares acquired may only be used if the acquisition is notified to VPS and the acquisition is approved and established at the general meeting. If a change of ownership takes place, the transferor and transferee may however agree that the transferor may exercise the right as shareholder until such right has formally been obtained by the transferee.
If shares belonging to a shareholder is registered to a VPS-account in the name of a share manager, cf. the Norwegian Public Limited Liability Companies Act Section 4-10, and the shareholder wishes to attend the general meeting to vote for his shares, the shareholder must present a written statement from the share manager confirming that the shareholder is the actual owner of the shares and a personal statement from the shareholder declaring that he/she is the actual owner of the shares.
Shareholders’ rights
Shareholders cannot require that new matters are put on the agenda of the general meeting, as the deadline to require such matters put on the agenda of the general meeting has expired, cf. the Norwegian Public Limited Liability Companies Act Section 5-11 second sentence.
A shareholder may put forward proposals for resolutions relating to matters that are due to be covered at the general meeting.
A shareholder may require board members and the general manager to give available information concerning circumstances that may affect the judgment of:
- Approval of the annual accounts and the annual report
- Matters submitted to the shareholders for resolution/approval
- The company’s financial position, including business activities in other companies of which the company has an involvement in, and other matters to be
dealt with by the general meeting, apart from information that cannot be disclosed without causing disproportionate damage to the company
In the event that it is necessary to collect information, subsequently that said request for information cannot be met at the general meeting; a written reply shall be drafted within two weeks after the general meeting. The reply shall be made available to the shareholders at the business premises of the company and shall be sent to every shareholder that has requested such information. If the reply is regarded as essential to the judgement and consideration of the matters listed in point 1-3 above, the reply shall be sent to every shareholder with a known address.
Registration to the general meeting and appointment of proxy
Shareholders attending the general meeting or appointing a proxy, are asked to use the attached attendance and proxy form in accordance with the procedure and within the deadlines set forth therein. Registration and appointment of proxy may also be made electronically as set out in the attached attendance and proxy form.
The following documents are available at www.tomra.com: This notice and attached forms for registration and proxy, the board of director's and nomination committees' proposals for resolution of the general meeting relating to matter 6-15 above, the nomination by the nomination committee and the board of directors' proposal to the annual accounts and annual report for 2009 and the auditors statement.
KPMG
KPMG AS
P.O. Box 7000 Majorstuen
Sørkedalsveien 6
N-0306 Oslo
Telephone +47 04063
Fax +47 22 60 96 01
Internet www.kpmg.no
Enterprise 935 174 627MVA
Til generalforsamlingen i Tomra Systems ASA
Bekreftelse av dekning for bundet egenkapital
Styrets ansvar og revisors oppgave
Vi har kontrollert om det er dekning for den gjenværende aksjekapital og bundet egenkapital for øvrig i forbindelse med kapitalnedsetting i Tomra Systems ASA pr 21. april 2010. Styret er ansvarlig for at nedsettingen ikke er større enn det er full dekning for selskapets bundne egenkapital etter allmennaksjeloven § 12-2. Vår oppgave er å uttale oss om dette på grunnlag av vår kontroll.
Grunnlag for vår uttalelse
Vi har utført vår kontroll og avgir vår uttalelse i samsvar med standard for attestasjonsoppdrag SA 3802 "Revisors uttalelser og redegjørelser etter selskapslovgivningen". Standarden krever at vi planlegger og utfører kontroller for å oppnå betryggende sikkerhet for at det er dekning for den gjenværende aksjekapital og bundet egenkapital for øvrig etter at det er tatt tilbørlig hensyn til hendelser etter balansedagen og tap som må forventes å inntreffe. Arbeidet omfatter kontroll av de beregninger som styret er ansvarlig for, samt å kontrollere om det er tatt hensyn til hendelser etter balansedagen som kan medføre at det ikke lenger vil være dekning. Vår kontroll gir etter vår mening et forsvarlig grunnlag for vår uttalelse.
Uttalelse
Vi mener at det i Tomra Systems ASA, etter vedtagelse av årsregnskapet for 2009 som er fastsatt av styret den 18. februar 2010 og etter nedsetting av aksjekapitalen med kr 2.000.000 fra kr 150.020.078 til kr 148.020.078, er dekning for den gjenværende aksjekapital og bundet egenkapital for øvrig.
- mars 2010
KPMG AS
Bjørn Kristiansen
Statsautorisert revisor
Offices in:
KPMG AS is a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
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