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TOMRA Systems — AGM Information 2023
Mar 31, 2023
3775_rns_2023-03-31_1f3bdfc6-d4fd-4205-97d2-df8d715396b7.pdf
AGM Information
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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 27 April 2023 at 17:30 CET. The shareholders can participate online or physically in the company's premises in Drengsrudhagen 2 in Asker, Norway.
Voting during the general meeting will only take place electronically. See the guide for more information on digital participation and voting. Shareholders who wish to participate physically and have not given a power of attorney must bring a tablet or smartphone to be able to vote. Please show up well in advance if you need assistance with voting.
THE FOLLOWING MATTERS SHALL BE DEALT WITH:
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- Opening of the general meeting by the chairperson of the Board, or the one he appoints. Registration of attending shareholders, including shareholders represented by proxy (no voting).
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- Election of the chairperson of the meeting.
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- Election of one person to sign the minutes of the general meeting together with the chairperson of the meeting.
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- Approval of the notice of the meeting and the agenda.
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- Report by the management on the status of the company and the Group (no voting).
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- Approval of the annual accounts and the annual report for 2022 for the company and the Group.
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- Approval of guidelines for remuneration of senior executives.
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- Consideration of report on remuneration of senior executives.
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- Consideration of the Board of Directors' statement on corporate governance (no voting).
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- Determination of remuneration for the Board of Directors.
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- Determination of remuneration for the nomination committee.
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- Election of the shareholder elected members of the Board of Directors.
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- Election of members of the nomination committee.
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- Approval of remuneration for the auditor.
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- Power of attorney regarding acquisition and disposal of treasury shares.
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- Power of attorney regarding private placements of newly issued shares in connection with mergers and acquisitions.
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- Amendment to the articles of association record date.
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- Approval of new Nomination Committee Charter.
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- Approval of agreement with the employees on Board representation.
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 296 040 156 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, cf. the Securities Trading Act section 5-9, second paragraph, nevertheless voting rights may not be used for shares held by the company itself or its subsidiaries. Shareholders are entitled to attend the general meeting and exercise voting rights by attending in person or by proxy.
A shareholder has the right to cast votes for the number of shares owned that are registered in the Norwegian Registry of Securities (VPS) five working days prior to the general meeting (the company's articles of association section 5) – 20 April 2023.
Shareholders' rights
The shareholders' right to add items to the agenda of the general meeting has expired, cf. the Public Limited Liability 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:
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approval of the annual accounts and the annual report;
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matters submitted to the shareholders for resolution/approval; and
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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 and therefore 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 the paragraph 1-3 above, the reply shall be sent to every shareholder with a known address.
Registration to the general meeting, advance voting and voting by proxy
Shareholders wishing to attend the general meeting physically, vote in advance or by proxy, may notify the company by using the attached registration form or proxy with the procedures and within the deadlines specified therein. Registration and submitting of the proxy may also be done electronically as described in the attached registration form and proxy. Registration of physically present shareholders will take place from kl. 17:00 on the day of the general meeting.
Shareholders who wish to participate digitally do not need to register, but in order to be able to vote during the general meeting, you must be logged in to the technical solution when the chairperson of the meeting lists the attending shareholders. Login opens one hour before the start of the meeting.
Shareholders who have voted in advance or given a power of attorney may participate physically or digitally in the general meeting but will not have the opportunity to vote on the matters.
Digital participation
Digital participation takes place via Lumi AGM at https://dnb.lumiagm.com. Click on the link or copy the link address of your browser to attend the general meeting. TOMRA Systems ASA meeting ID will be 130-333-928.
By participating digitally, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the issues. No pre-registration is required for shareholders who want to participate digitally, but shareholders must be logged in before the general meeting starts. It will not be possible to log in after the meeting has started. Shareholders are therefore encouraged to log in, in due time before the general meeting starts. Login can take place up to one hour before the meeting begins.
Secure identification of the shareholders is done by using the unique reference number and PIN code that is assigned to each shareholder and proxy in the Norwegian Registry of Securities (VPS) for the general meeting.
Further information and guidance on digital participation via Lumi AGM is available at: https://www.tomra.com/en/investor-relations/annual-general-meeting.
***
In accordance with the company's articles of association section 7, the following documentation is available at the company's website https://www.tomra.com/en/investor-relations/annual-general-meeting:
- This notice and attached forms for registration and proxy
- The Board of Directors' proposal to the annual accounts and annual report for 2022, including the statement on corporate governance, and the auditor's statement
- Guidelines for remuneration of senior executives
- The Board of Directors' Report on remuneration of senior executives
- The Nomination Committee's proposal
- The company's articles of association with proposed amendments
- Proposed new Nomination Committee Charter
Shareholders who wish to receive the aforementioned documentation by ordinary mail, may contact the company at telephone number +47 66 79 91 00 or [email protected].
31 March 2023 TOMRA Systems ASA The Board of Directors
DETAILED ACCOUNTS ON AND PROPOSAL FOR RESOLUTIONS IN CERTAIN MATTERS ON THE ANNUAL GENERAL MEETING IN TOMRA SYSTEMS ASA 27 APRIL 2023
Matter 6: Approval of the annual accounts and the annual report for 2022 for the company and the Group
The annual report consisting of the annual accounts, director's report and auditor's report for 2022, is available on the company's website.
The Board of Directors proposes that the general meeting passes the following resolution:
«The annual report and annual accounts for 2022 are approved. An ordinary dividend of NOK 1.80 per share shall be distributed. Eligible for dividend for a share is the one being owner of the share by the end of 27 April 2023. The shares will be traded on Oslo Stock Exchange excluding dividend as from 28 April 2023.»
The dividend shall be paid on or around 9 May 2023.
Matter 7: Approval of guidelines for remuneration of senior executives
TOMRA has updated the company's remuneration principles. The remuneration principles are available at TOMRA's website and must be approved by the general meeting.
The Board of Directors proposes that the general meeting passes the following resolution:
«The general meeting approves the guidelines for remuneration of senior executives.»
Matter 8: Consideration of report on remuneration of senior executives
The report on remuneration of senior executives has been made available at TOMRA's website. The report shall be discussed by the annual general meeting and be subject to a non-binding vote.
The Board of Directors proposes that the general meeting passes the following resolution:
«The annual general meeting endorse the report on remuneration of senior executives.»
Matter 10: Determination of remuneration for the Board of Directors
The nomination committee proposes that the general meeting passes the following resolution:
«For the period May 2023 to May 2024, the members of the Board of Directors are remunerated as follows (last year's figures in brackets):
Chairperson of the Board: NOK 1 071 000 (NOK 1 030 000) External Board members: NOK 563 500 (NOK 541 613)
External board members are required to purchase TOMRA shares equal to 20% of their annual gross board fee. The requirement no longer applies once the value of the shareholding exceeds the gross annual board fee. Excessive shares might then be sold. Guidelines for purchase and eventual sale of shares are established by management.
In addition, chairpersons and external members of the compensation committee and the sustainability committee are to be given an annual remuneration of NOK 67 500 (NOK 65 000) and NOK 41 500 (NOK 40 000), respectively.
In addition, chairperson and external members of the audit committee are to be given an annual remuneration of NOK 93 500 (NOK 90 000) and NOK 62 500 (NOK 60 000), respectively.
Employee elected board members receive a remuneration of NOK 260 500 (NOK 250 576) for the period May 2023 to May 2024.»
The remuneration has been adjusted with ~4%, reflecting the general inflation.
The remuneration for employee elected Board members 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 11: Determination of remuneration for the nomination committee
The nomination committee proposes that the general meeting passes the following resolution:
«Anders Mørch is employed by Investment AB Latour (Latour) and is nominated to the nomination committee by Latour, which is the largest shareholder in TOMRA Systems ASA. According to Latour's internal policies, members appointed by them, should not receive a separate compensation for this.
For the other members, the nomination committee suggests:
For the period May 2023 to May 2024, the chairperson and the independent members of the nomination committee are to be given an annual compensation of NOK 109 000 (NOK 105 000) and NOK 73 000 (NOK 70 000), respectively.»
Matter 12: Election of shareholder elected members of the Board of Directors
The nomination committee has recommended the following people as Board members in TOMRA Systems ASA for the next period:
Chairperson: Johan Hjertonsson (re-election) Board member: Bodil Sonesson (re-election) Board member: Pierre Couderc (re-election) Board member: Bjørn Matre (re-election) Board member: Hege Skryseth (re-election)
Matter 13: Election of members of the nomination committee
The nomination committee has recommended the following people as members of the nomination committee of TOMRA Systems ASA for the next period:
Chairperson: Rune Selmar (re-election)
Member: Hild F. Kinder (re-election)
Member: Anders Mörck (re-election)
Member: Tine Fossland (re-election)
Matter 14: Approval of remuneration for the auditor
The Board of Directors proposes that the general meeting passes the following resolution:
«The auditor's fee invoiced for 2022 corresponded to our pre-approved agreement and has subsequently been paid.»
Matter 15: Power of attorney regarding acquisition and disposal of treasury shares
The current power of attorney, given to the Board at last year's general meeting, to acquire up to 500 000 treasury shares, expires at the general meeting.
The Board of Directors suggests a renewal of this power of attorney to acquire and dispose up to 1 000 000 treasury shares. The Board of Directors requests that shares bought may be utilized for the Group's share saving program for employees.
The Board of Directors proposes that the general meeting passes the following resolution:
«In accordance with the Public Limited Liabilities Act section 9-4 the Board of Directors is hereby granted authority to acquire and dispose of treasury shares. The power of attorney remains in force until the next annual general meeting.
The company may acquire shares up to a total par value of NOK 500 000. The price paid for each share may not be less than NOK 50 or higher than NOK 500. 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 for the Group's employees. The power of attorney will enter into force once it is registered by the Norwegian Register of Business Enterprises.»
Matter 16: Power of attorney regarding private placements of newly issued shares in connection with mergers and acquisitions
The Board of Directors has in recent years been authorized to effect share capital increases by private placements of newly issued shares and as compensation for mergers and acquisitions. The current power of attorney expires at this general meeting. The Board of Directors proposes that a new power of attorney 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 authorized to increase the share capital by up to NOK 14 802 008 – equivalent to up to 10% of the current share capital – by subscription of new shares. The power of attorney may only be employed in connection with mergers and acquisitions of companies or businesses. The shareholder's pre-emptive rights pursuant to the Public Limited Liability Companies Act section 10-4 may be disapplied. The power of attorney encompasses non-cash share contributions and the right to assume special obligations on the company, as well as a decision on a merger. The power of attorney shall be valid until the next annual general meeting in the company. If the power of attorney is utilized, the Board of Directors may amend section 4 of the articles of association accordingly.»
Matter 17: Amendment to the articles of association – record date
A legislative amendment which will enter into force on 1 July 2023, implies that companies may longer have a record date prescribed by the articles of association. The Board of Directors therefore proposes that section 5 regarding record date is deleted. The articles of association with proposed amendments are published at the company's website.
The Board of Directors proposes that the general meeting passes the following resolution:
«Section 5 of the articles of association is deleted. The current sections 6 to 8 become sections 5 to 7.»
Matter 18: Approval of new Nomination Committee Charter
The Board of Directors proposes that the general meeting adopts a new Nomination Committee Charter, which will replace the current charter from 2011. The proposed new Nomination Committee Charter is published at the company's website.
The Board of Directors proposes that the general meeting passes the following resolution:
«The new Nomination Committee Charter as proposed by the Board of Directors and published at the company's website is approved by the general meeting.»
Matter 19: Approval of agreement with the employees on Board representation
The company has more than 200 employees and, at the outset, an obligation to establish a corporate assembly. In accordance with the Norwegian Public Limited Companies Act and associated regulations, the company has concluded an agreement with the employees which implies that a corporate assembly shall not be established and that the employees are instead entitled to elect one extra board member with deputy. The agreement is subject to approval by the general meeting.
The Board of Directors proposes that the general meeting passes the following resolution:
«The agreement with the employees that a corporate assembly shall not be established, is approved.»
The nomination committee's proposal to the annual general meeting in TOMRA Systems ASA, 27 April 2023
The nomination committee in TOMRA Systems ASA consists of the following members:
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Rune Selmar (Chair)
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Hild F. Kinder
- Anders Mörck
- Tine Fossland
The nomination committee has since the last annual general meeting, held on 28 April 2022, met with the chairperson of the Board, shareholder and employee elected Board members and the Group's CEO and CFO. The committee has evaluated the Board's work and composition.
It is the committee's impression that the Board is well functioning. All Board members are active contributors and important competence areas like strategy development, marketing, technology, finance, risk and control are well covered by the Board.
The committee has in its nomination put emphasis on the need for broad and relevant competence within the Board, as well as continuity.
The committee has communicated directly with the Group's largest shareholders, as well as invited for proposals thru TOMRA's webpages.
To increase the Board members shareholding, the committee established at the annual general meeting in 2018 a system, where the shareholder elected Board members commit themself to invest at least 20% of their gross yearly Board fee in the company's shares, up until their holding equals at least one year gross Board fee. When the holding exceeds one year Board fee, the members are free to sell shares, as long as the total shareholding remains above one year's gross Board fee. The transactions should always follow the insider trading rules and guidance established by management.
The committee is of the opinion that the system has worked according to the intentions and recommends that it is continued in the upcoming period.
Matter 10: Determination of remuneration for the Board of Directors
The nomination committee proposes that the general meeting passes the following resolution:
«For the period May 2023 to May 2024, the members of the Board of Directors are remunerated as follows (last year's figures in brackets):
Chairperson of the Board: NOK 1 071 000 (NOK 1 030 000) External Board members: NOK 563 500 (NOK 541 613)
External Board members are required to purchase TOMRA shares equal to 20% of their annual gross Board fee. The requirement no longer applies once the value of the shareholding exceeds the gross annual Board fee. Excessive shares might then be sold. Guidelines for purchase and eventual sale of shares are established by management.
In addition, chairpersons and external members of the compensation committee and the sustainability committee are to be given an annual remuneration of NOK 67 500 (NOK 65 000) and NOK 41 500 (NOK 40 000), respectively.
In addition, chairperson and external members of the audit committee are to be given an annual remuneration of NOK 93 500 (NOK 90 000) and NOK 62 500 (NOK 60 000), respectively.
Employee elected Board members receive a remuneration of NOK 260 500 (NOK 250 576) for the period May 2023 to May 2024.»
The remuneration has been adjusted with ~4%, reflecting the general inflation.
The remuneration for employee elected Board members 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 11: Determination of remuneration for the nomination committee
The nomination committee proposes that the general meeting passes the following resolution:
«Anders Mørch is employed by Investment AB Latour (Latour) and is nominated to the nomination committee by Latour, which is the largest shareholder in TOMRA Systems ASA. According to Latour's internal policies, members appointed by them, should not receive a separate compensation for this.
For the other members of the nomination committee, the committee suggests:
For the period May 2023 to May 2024, the chairperson and the independent members of the nomination committee are to be given an annual compensation of NOK 109 000 (NOK 105 000) and NOK 73 000 (NOK 70 000), respectively.»
Matter 12: Election of shareholder elected members of the Board of Directors
The nomination committee has considered the composition of the Board of Directors following the last general meeting and is of the opinion that it is desirable to continue with 5 shareholder elected Board members. Furthermore, the committee has emphasized that the Board's composition is in accordance with NUES' recommendation on independence. Two of the Board members are not considered to be independent of TOMRA's largest shareholder. Other Board members are considered to be independent of major shareholders, senior employees and significant business connections.
Consequently, the following persons are nominated to the Board for the upcoming period:
Chair: Johan Hjertonsson (re-elected)
Johan Hjertonsson is CEO of Investment AB Latour. He has previously been CEO of AB Fagerhult, one of Latour's ten stock listed portfolio investments, CEO of Lammhult Design Group AB, in addition to holding several management positions within the Electrolux Group. Johan is chairperson of Alimak Group and Board member of ASSA ABLOY AB and Sweco AB, all being part of Latour's investment portfolio. He is also a Board member of Investment AB Latour. Johan is not considered independent of TOMRA's largest shareholder.
Member: Bodil Sonesson (re-elected)
Bodil Sonesson is CEO of AB Fagerhult. Her previous experience includes several positions within Axis Communications in the period 1996 - 2018, the last years as VP Global sales. She is also Board member at the Swedish chamber of commerce in Paris. Bodil is not considered independent of TOMRA's largest shareholder.
Member: Pierre Couderc (re-elected)
Pierre Couderc is Managing Director of Trouw Nutrition Iberia. He was previously CEO of Groupe Euralis from 2009 to 2020. Preceding this he held numerous management positions within the Danone Group from 1987 to 2008, including Executive General Manager at Jose Cuervo (2008-09), General Manager Asia Pacific (2005-08), General Manager Danone Mexico (2004-05), and General Manager Danone Argentina (2002-04). Pierre is considered independent of TOMRA's largest shareholder.
Member: Bjørn Matre (re-elected)
Bjørn Matre is owner & chair of Lille Oslo Eiendom AS and subsidiaries. Previous experience includes senior partner at the Boston Consulting Group (BCG) and chairperson BCG Europe, Middle East and Africa. Prior to this he held various leadership roles in the Nordic financial services industry. He is also Board member of Fritzøe Skoger AS. Bjørn is considered independent of TOMRA's largest shareholder.
Member: Hege Skryseth (re-elected)
Hege Skryseth is EVP of Technology, Digitalization and Innovation at Equinor. She was previously Executive Vice President of Kongsberg ASA and President of Kongsberg Digital and has vast experience from top management positions within international tech companies such as Microsoft Norway and Geodata (ESRI). Hege is Board member of Autostore Holdings Ltd. Hege is considered independent of TOMRA's largest shareholder.
The nomination committee has in particular emphasized two topics for the upcoming period.
TOMRA has followed the practice of electing the Board as a collegium, without the opportunity to vote for individual Board members at the annual general assembly, as each member's competence and background must be viewed together with the other members' background and competence.
In addition, each member's ability to dedicate sufficient time to the Board work has been considered in the nomination.
Matter 13: Election of members of the nomination committee
The committee has nominated the following persons to the nomination committee in TOMRA Systems ASA for the upcoming period:
Chair: Rune Selmar (re-elected)
Rune Selmar has previously been CEO of Folketrygdfondet and Odin Forvaltning AS. He has also had several positions in key Norwegian companies, including chairperson at Avantor ASA, Board member of Expert ASA, Hexagon Composites ASA and DnB Livsforsikring ASA.
Member: Hild F. Kinder (re-elected)
Hild F. Kinder has solid background from management recruitment, the last years as partner in KinderStiff Consulting, where her main focus has been towards bank/finance, industry and real estate. Preceding this, she worked 10 years as analyst/partner at Carnegie, where she received international top-rankings. Kinder led the Stockman-committee in NFF in 15 years, up until 2021. Hild is an authorized financial analyst and holds an MBA in Finance from NHH.
Member: Anders Mörck (re-elected)
Anders Mörck has more than 20 years of management experience from stock listed companies. Anders is CFO of the listed company Investment AB Latour. He is chairperson of Troax Group AB and Board member of HMS Networks AB, in addition to being Board member of the unlisted companies Swegon Group AB, Latour Industries AB, Nord-Lock International AB, Bemsiq AB and Hultafors Group AB. Anders has a CPA and an MBA from the university at Växjö.
Member: Tine Fossland (re-elected)
Tine Fossland is portfolio manager at Folketrygdfondet, where she among others, is following up on the investment in TOMRA. She has previously worked at EY and PwC. Tine is an authorized financial analyst and has an MBA in Finance from NHH and in sustainability from HEC Paris.
Oslo, 31 March 2023 Rune Selmar Chairperson TOMRA Nomination Committee
REF. NO: PIN CODE:
Notice of annual general meeting
Annual general meeting in TOMRA Systems ASA will be held on 27 April 2023 at 17:30 CET in Drengsrudhagen 2, Asker, Norway and online.
The shareholder is registered with the following amount of shares at summons: , and vote for the number of shares owned per Record Date: 20 April 2023.
The general meeting is held as a hybrid meeting, where shareholders can choose between attending online or meeting physically. Shareholders who participate physically log in and cast their votes electronically in the same way as shareholders who participate online and are asked to bring a smartphone or tablet. If a shareholder wishes to participate, but not vote in the meeting, a proxy or advance vote may be given. See online guide on the company's website https://www.tomra.com/en/investor-relations/annual-general-meeting for technical description.
Deadline for registration of physical attendance, advance votes, proxies and instructions: 25 April 2023 at 16:00 CET
Advance votes
Advance votes may only be executed electronically, through the company's website https://www.tomra.com/en/investor-relations/annual-general-meeting (use the Ref. no and PIN Code above) or through VPS Investor Services (where you are identified and do not need Ref. no and PIN Code). Choose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either throughhttps://www.euronextvps.no/ or your account operator.
Online participation
Shareholders that will participate online are requested not to register attendance in advance. For online attendance, please log in at https://dnb.lumiagm.com/130333928. Login must be done at the latest at the start of the meeting and will be opened one hour before. You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent to you by post on this form. Shareholders can also obtain their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (8:00 am to 3:30 pm CET) or by e-mail to [email protected].
Registration for physical attendance
Shareholders who wish to participate physically are requested to register attendance. Registration for physical attendance should be done through the company's website https://www.tomra.com/en/investor-relations/annual-general-meeting or through VPS Investor Services. For registration through the company's website, the reference number and PIN code on this form must be stated. In VPS Investor Services choose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator. If you are not able to register this electronically, you may send this form by e-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O. Box 1600 Centrum, 0021 Oslo, Norway. If a shareholder gives an advance vote or proxy, but wishes to attend physically, we ask for a short e-mail to [email protected].
| Place/Date | |
|---|---|
| ------------ | -- |
Place/Date Shareholder's signature (to be signed only for registration of physical attendance)
Proxy without voting instructions for annual general meeting of TOMRA Systems ASA Proxy to another individual to vote for your shares. REF. NO: PIN CODE:
Proxy should be registered through the company's website https://www.tomra.com/en/investor-relations/annual-general-meeting or through VPS Investor Services. For granting proxy through the company's website, the reference number and PIN code on this form must be used. In VPS Investor Services chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either throughhttps://www.euronextvps.no/ or your account operator. Alternatively, you may send signed form by E-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O. Box 1600 Centrum, 0021 Oslo, Norway. If the shareholder is a Company, the signature must be according to the Company's Certificate of Registration. The Proxy must be dated and signed to be valid.
The undersigned:
hereby grants (if you do not state the name of the proxy holder, the proxy will be given to the Chair of the Board of Directors)
the Chair of the Board of Directors (or a person authorised by him or her), or
(State name of proxy holder in capital letters) (NB: Proxy holder who participates online must send an e-mail to [email protected] for login details)
proxy to attend and vote for my/our shares at the annual general meeting of TOMRA Systems ASA on 27 April 2023.
Proxy with voting instructions for annual general meeting in TOMRA Systems ASA.
Use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorized by him or her. (Alternatively, you may vote electronically in advance, see separate section above). For Instruction to other than Chair of the Board, give a proxy without voting instructions, and agree directly with the proxy holder how voting should be executed.
Proxies with voting instructions cannot be registered electronically and must be sent to [email protected] (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O. Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 25 April 2023 at 16:00 CET. If the shareholder is a Company, the signature must be according to the Company's Certificate of Registration.
The Proxy with voting instructions must be dated and signed to be valid.
The undersigned: REF. NO:
hereby grants the Chair of the Board of Directors (or the person authorized by him or her) proxy to attend and vote for my/our shares at the annual general meeting of TOMRA Systems ASA on 27 April 2023.
The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.
| AGENDA FOR THE ANNUAL GENERAL MEETING 2023 | For | Against Abstention | |
|---|---|---|---|
| 1. | Opening of the general meeting by the chairperson of the Board, or the one he appoints Registration of attending shareholders, including shareholders represented by proxy (no voting) |
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| 2. | Election of the chairperson of the meeting | ||
| 3. | Election of one person to sign the minutes of the general meeting together with the chairperson of the meeting | ||
| 4. | Approval of the notice of the meeting and the agenda | ||
| 5. | Report by the management on the status of the company and the Group (no voting) | ||
| 6. | Approval of the annual accounts and the annual report for 2022 for the company and the Group | ||
| 7. | Approval of guidelines for remuneration of senior executives | ||
| 8. | Consideration of report on remuneration of senior executives | ||
| 9. | Consideration of the Board of Directors' statement on corporate governance (no voting) | ||
| 10. | Determination of remuneration for the Board of Directors | ||
| 11. | Determination of remuneration for the nomination committee | ||
| 12. | Election of the shareholder elected members of the Board of Directors | ||
| 13. | Election of members of the nomination committee | ||
| 14. | Approval of remuneration for the auditor | ||
| 15. | Power of attorney regarding acquisition and disposal of treasury shares | ||
| 16. | Power of attorney regarding private placements of newly issued shares in connection with mergers and acquisitions | ||
| 17. | Amendment to the articles of association – record date | ||
| 18. | Approval of new Nomination Committee Charter | ||
| 19. | Approval of agreement with the employees on Board representation | ||
Place/Date Shareholder's signature (only for granting proxy with voting instructions)
GUIDE FOR ONLINE PARTICIPATION - TOMRA SYSTEMS ASA 27 APRIL 2023
TOMRA Systems ASA will hold annual general meeting on 27 April 2023 at 17:30 CET as a hybrid meeting, where you get the opportunity to either participate physically, or online with your PC, phone or tablet. Below is a description of how to participate online.
We also point out that you can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.
By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext VPS) in relation to this General Meeting.
No registration is required for shareholders who want to participate online, but shareholders must be logged in before the general meeting starts. Logins after meeting has started will receive access, but with no voting rights.
Shareholders who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30).
HOW TO ACCESS THE ONLINE GENERAL MEETING
To be able to participate online, you must go to the following website: https://dnb.lumiagm.com
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
enter Meeting ID: 130-333-928 and click Join:
Alternatively put direct link in your browser https://dnb.lumiagm.com/130333928
You must then identify yourself with.
a) Ref. number from VPS for the general meeting
b) PIN code from VPS for general meeting
You can only log in on the day of the meeting, minimum one hour before the general meeting starts.
Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting. If you for some reason log off, just log in again following steps above.
HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.no.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://www.euronextvps.no or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).
Custodian registered shareholders: Shares held through Custodians (nominee) accounts must be transferred to a segregated VPS account registered in the name of the shareholder to have voting rights at the General Meeting. Once shares are transferred to the segregated VPS account, a reference number and PIN code are assigned to this account. Please contact your custodian for further information.
HOW TO VOTE
When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.
To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one if desired.
To change your vote, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.
NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.
| 15:54 Poll Open |
@ 33% | |
|---|---|---|
| Split Voting | ||
| the chair | 2. Valg av møteleder og person til å medundertegne protokollen / Election of person to chair the meeting and election of a person to co-sign the minutes together with |
|
| Select a choice to send. | ||
| For / For | ||
| Mot / Against | ||
| Avstår / Abstain | ||
QUESTIONS TO THE CHAIRPERSON
Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open.
If you would like to ask a question relating to the items on the agenda, select the messaging icon.
Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.
Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.