05.05.2015 14:30:33
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Notice of the Annual General Meeting of EVRY ASA
(Oslo, 5 May 2015) The Annual General Meeting in EVRY ASA is convened on Tuesday 26 May 2015 at 10:00 am at Telenor Expo, Snarøyveien 30, Fornebu. The appendices to this notice are made available on www.evry.com.
The following matters are on the agenda:
1. Opening of the General Meeting by the Chairman of the Board of Directors, and registration of attending shareholders In accordance with the Public Limited Companies Act Section 5-12 first paragraph, the Chairman of the Board of Directors will open the General Meeting.
2. Election of a person to chair the meeting and a person to co-sign the minutes of the meeting with the chairperson
3. Approval of the notice and the agenda of the meeting
4. Election of members of the Board of Directors to be elected by the shareholders
New members of the Board of Director to be elected by the shareholders were elected in accordance with the Mandate for the Election Committee in extraordinary General Meeting 23 March 2015.
The Election Committee proposes that the newly elected members shall be re-elected for a period of two years, and that the Annual General Meeting should pass the following resolution:
The members of the Board of Directors are re-elected as members for a term of office of two years. Jo Lunder is re-elected as the Chairman of the Board of Directors.
5. Election of members to the Election Committee
As the new members of the Election Committee were elected in Extraordinary General Meeting 23 March 2015, the Election Committee proposes that the Election Committee is re-elected for a period of two years, and that the Annual General Meeting passes the following resolution:
The members of the Election Committee are re-elected as member of the Election Committee for a term of office of two years.
6. Determination of remuneration for the Board of Directors, including remuneration for participation in the Compensation Committee and the Audit Committee
The Election Committee's proposal for remuneration for the Board and its Committees will be published at www.newsweb.no and on the company's web page as soon as the proposal is finalised and prior to the general meeting.
7. Approval of the auditor's fee
The company's auditor has requested a fee for 2014 of NOK 2.0 million, of which NOK 1.1 million relates to mandatory audit and NOK 0.9 million relates to other services. The Board of Directors has no objection to the fee requested. The Board of Directors proposes that the Annual General Meeting should pass the following resolution: The fee to the auditor for 2014 of NOK 2.0 million is approved.
8. Remuneration of the Election Committee
In accordance with Article 8 of the company's Articles of Association and Section 4 of the Mandate for the Election Committee, the Board of Directors proposes remuneration for the members of the Election Committee. The Board of Directors has proposed that the Election Committee shall not receive remuneration. The Board of Directors proposes that the Annual General Meeting should pass the following resolution: The members of the Election Committee shall not receive any remuneration.
9. Report on the company's current situation by CEO Björn Ivroth
10.Report from the Compensation Committee, and to consider the Board's statement on determining the salaries of executive management pursuant to Section 6-16a of the Public Limited Companies Act. The statement by the Board in accordance with Section 6-16a of the Public Limited Companies Act on determining the salary and other remuneration of executive management is included as an appendix to this notice (Appendix 1). The Board's guidelines for determining the salary of the executive management of EVRY ASA for the next financial year are explained in section 3 of the statement. In accordance with Section 5-6 third paragraph of the Public Limited Companies Act, the General Meeting is to vote in an advisory capacity on the Board's guidelines for the remuneration of executive management. The Board's guidelines for remuneration in the form of allotment of shares, subscription rights, share options and other forms of remuneration linked to shares or the performance of the share price of EVRY ASA or share price in other companies within the same group require approval by the Annual General Meeting.
The Board of Directors proposes that the Annual General Meeting should pass the following resolution:
The Annual General Meeting approves the Board's principles for determining the salaries of the executive management of EVRY ASA for the forthcoming financial year as set out in section 3 of the Board's statement pursuant to Section 6- 16a of the Public Limited Companies Act on determining the salary and other remuneration of executive management.
11. Approval of the Annual Accounts and Annual Report for the financial year 2014
The Annual Accounts and notes are included on page 49 of the Annual Report and the Report of the Board of Directors is included on page 36 of the Annual Report. The Board of Directors proposes that the Annual General Meeting should pass the following resolution:
The Board's proposals for the Annual Accounts and the Annual Report for 2014 are approved.
* * *
The total number of shares and voting rights in the company
The company's share capital consists of 267,338,981 shares in total. The company itself owns no shares. The total number of shares with voting rights is then 267,338,981. Each of these shares has one vote. A shareholder who has notified its intention to participate in the Annual General Meeting within the deadline (see below for further details) has the right to vote for the number of shares the shareholder owns, and which are registered in the Norwegian Central Securities Depository (VPS) at the time of the Annual General Meeting. If the shareholder has acquired shares shortly before the Annual General Meeting, the voting rights of those acquired shares can only be exercised if the acquisition of the shares has been registered in the VPS, or if the acquisition has been reported to VPS and is documented at the Annual General Meeting, in accordance with the Section 4-2 (1) of the Public Limited Companies Act. Beneficial owners of nominee-registered shares who wish to exercise their rights at the General Meeting, must re-register their holdings in their own name in the VPS register of shareholders, ref. Section 4-10 of the Public Limited Companies Act.
Shareholders' rights
A shareholder cannot now demand that new items are added to the agenda since the deadline for such a request has expired, cf. the Public Limited Companies Act section 5-11 second sentence and the legal regulations on the duty of disclosure before and after the annual general meeting by public limited companies. A shareholder has the right to make proposals for a resolution regarding the items that will be discussed by the general meeting.
A shareholder has the right to ask board members, members of the corporate assembly and general manager to provide at general meetings all available information about matters that may affect consideration of (i) the adoption of the annual financial statement and annual report, (ii) any matters that have been submitted to the shareholders for decision (iii) the company's financial position, and the business of other companies in which the company participates, and any other matters which the general meeting is to deal with, unless the information required cannot be given without disproportionately harming the company.
Registration of intention to attend to the general meeting
In accordance with Article 7 of the company's Articles of Association, shareholders who wish to participate in the Annual General Meeting, either in person or by proxy, are required to notify the company of their intention in advance. Advance notification can either be given electronically on the company's website: www.evry.com or by written notice to Nordea Bank Norge ASA, Issuer Services, PO Box 1166 Sentrum, 0107 Oslo or by telefax to +47 22 48 63 49. The Board has decided that such notification must be received by the company no later than 16:00 pm on Thursday 21 May 2015. Shareholders are asked to use the attached Notice of Intention to Participate (Appendix 2).
Proxy
A shareholder not present in person at the General Meeting may participate in the meeting by appointing a proxy of the shareholder's choice. Alternatively, shareholders who wish to be represented by a proxy may appoint the Chairman of the Board or the company's Chief
Executive Officer as their proxy. Shareholders may grant proxy with or without voting instructions. Shareholders are asked to use the attached Nomination of Proxy included in the Notice of Intention to Participate (Appendix 2). The Nomination of Proxy should be sent by mail to Nordea Bank Norge ASA, Issuer Services, PO Box 1166 Sentrum, 0107 Oslo or by telefax to +47 22 48 63 49. Electronic submission of proxy is not possible. The same deadline applies for nomination of proxies as for notification of participation, Thursday 21 May 2015 at 4:00 pm. The proxy nomination must be received by the company within this deadline. This notice is available at the offices of the company in Snarøyveien 30, Fornebu and on the company's website at www.evry.com.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
EVRY Statement by the Board regarding 6-16A 2015
Attendance slip and proxy form OGM EVRY ASA May 2015
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: EVRY via Globenewswire
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