NOTICE OF THE ANNUAL GENERAL MEETING OF EVRY ASA
(Thomson Reuters ONE) -
The Annual General Meeting in EVRY ASA is convened on Monday 13 May 2013 at
10:00 am at the offices of the company at Nedre Skøyen vei 26 in Oslo.
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 one member of the Board of Directors to be elected by the
shareholders
In accordance with the Mandate for the Election Committee, the Committee is
to nominate candidates for election as members of the Board of Directors of
the company.
In its report, the Election Committee proposes that the Annual General
Meeting should pass the following resolution:
Lisbeth Gustafsson is re-elected as a member of the Board of Directors for
a term of office not exceeding two years. Arve Johansen is re-elected as
the Chairman of the Board of Directors, and Dag Mejdell is re-elected as
the Deputy Chairman.
5. Election of a member to the Election Committee
The term of office of one of the members of the Election Committee expires
at the 2013 Annual General Meeting. The member in question is Gro Bakstad.
The term of office of the other two members of the Committee, Bjørn Magnus
Kopperud and Erik Amlie (Committee Chairman), expires at the 2014 Annual
General Meeting.
In accordance with the Mandate for the Election Committee, the Election
Committee is required to submit proposals for members of the Election
Committee, including the Chairman of the Committee. At the request of two
major shareholders of the company, the Election Committee proposes that Gro
Bakstad should be re-elected.
The Election Committee proposes that the Annual General Meeting should pass
the following resolution:
Gro Bakstad is re-elected as a member of the Election Committee for a term
of office not exceeding 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 proposes that remuneration for the Board and its
Committees should be determined from the date of the 2013 Annual General
Meeting until the date of the 2014 Annual General Meeting.
The Election Committee proposes the following remuneration amounts:
Chairman of the Board NOK 475,000
Deputy Chairman of the Board NOK 325,000
Members of the Board NOK 280,000
The remuneration amounts proposed are unchanged from the previous year.
Since remuneration has previously been paid for the calendar year, it will
now be necessary to pay remuneration for the period from 1 January 2013 to
the date of the Annual General Meeting, which is set at 45% of the normal
annual remuneration.
The Election Committee proposes the following fixed additional remuneration
for members of the Board Committees as follows:
Audit Committee:
Committee Chairman NOK 90,000
Committee Member NOK 60,000
Compensation Committee:
Committee Chairman NOK 60,000
Committee Member NOK 40,000
The representatives on the Board of Directors elected by the employees
include Deputy Representatives. If a Member of the Board of Directors
elected by employees is not present at a Board Meeting, and a Deputy Member
attends in his or her place, the Deputy Member shall be entitled to
remuneration equivalent to (1)/10 of the annual remuneration of the Member,
and the remuneration of the Member in question shall be reduced by an
equivalent amount.
The Election Committee proposes that half of the remuneration amounts
mentioned above should be paid after half the remuneration period, i.e. in
October, with the balance payable at the next Annual General Meeting.
The Election Committee proposes that the Annual General Meeting should pass
the following resolution:
The Election Committee's proposal for the remuneration of the Board of
Directors, including remuneration for participation in the Compensation
Committee and the Audit Committee, is approved.
7. Approval of the auditor's fee
The company's auditor has requested a fee for 2012 of NOK 2,267,000, of
which NOK 960,000 relates to mandatory audit and NOK 1,307,000 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 2012 of NOK 2,267,000 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 for 2013 of
NOK 35,000 for the ordinary members of the Committee and NOK 50,000 for the
Chairman of the Committee. The remuneration proposed is unchanged from
2012. The remuneration of the Election Committee is paid at the time of the
next Annual General Meeting.
The Board of Directors proposes that the Annual General Meeting should pass
the following resolution:
The remuneration of the members of the Election Committee for 2013 is to be
NOK 35,000 for the ordinary members and NOK 50,000 for the Chairman of the
Election Committee until the next Annual General Meeting.
9. Report on the company's current situation
10. Report from the Audit Committee
11. 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
2). The Board's guidelines for determining the salary of the executive
management of EVRY ASA for the next financial year are explained in section
2 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 endorses 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 2 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.
12. Approval of the Annual Accounts and Annual Report for the financial year
2012, including the distribution of a dividend for the 2012 financial year
The Annual Accounts and notes are included on page 57 of the Annual Report
and the Report of the Board of Directors is included on page 48 of the
Annual Report.
The group's dividend policy is that annual dividend should be equivalent to
20-50% of normalised post-tax profit, and the Board of Directors proposes
that the Annual General meeting should approve the payment of a dividend of
NOK 0.35 per share. This represents a total dividend payment of NOK 67
million (34% of post-tax profit).
Dividend will be payable to the owners of shares in the company at the
close of 13 May 2013 (as recorded in the VPS share register on 16 May
2013), and the company's shares will be traded on the Oslo Stock Exchange
exclusive of the right to dividend from and including 14 May 2013. The
company expects to distribute the dividend on 27 May 2013.
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
2012 are approved. The Board's proposal to distribute a dividend of NOK
0.35 per share is approved.
13. Authorisation to the Board for the company to acquire own shares
The Board of Directors proposes that it is given the authority to acquire
own shares for the share purchase program.
The Board of Directors accordingly proposes that the Annual General Meeting
should pass the following resolution:
Pursuant to Section 9-4 of the Public Limited Companies Act, the Board of
Directors is authorised to acquire own shares in the company. The
authorisation is limited to a total nominal value of NOK 8,750,000. The
company may not at any time acquire shares in such way that the total
nominal value of the shares owned by the company after the acquisitions
exceeds 10% of the company's share capital. The price at which shares are
acquired must be at least NOK 1.75 per share and the price must not exceed
NOK 100 per share. The company's holdings of its own shares will only be
used in connection with meetings its liabilities in respect of the share
purchase scheme for employees. The company's purchase and sales of its own
shares shall take place through the stock exchange. This authorisation is
valid until the date of the next Annual General Meeting, but in any case no
longer than until 1 June 2014.
14. Evaluation of corporate acquisitions carried out by the company
This item is included on the agenda pursuant to Section 5-11 of the Public
Limited Companies Act in accordance with the instructions of a shareholder,
who proposes that the Annual General Meeting should pass the following
resolution:
The Annual General Meeting instructs the Board of Directors to carry out
evaluation processes in respect of the following selected
acquisitions/investments:
- IS Partner
- PDS
- Acquisition and offshoring of services in Ukraine
The evaluations shall be carried out by an external, neutral body. The
evaluation report shall be distributed to the shareholders for their
information.
* * *
The total number of shares and voting rights in the company
The company's share capital consists of 267,338,981 shares in total, of which
the company itself owns 694,913 shares. The company cannot exercise voting
rights for its own share. The total number of shares with voting rights is thus
266,644,068. 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 Friday 10 May 2013. Shareholders are
asked to use the attached Notice of Intention to Participate (Appendix 3).
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 3). 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, Friday 10 May 2013 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 Nedre Skøyen vei 26, Oslo 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.
Annual Report 2012:
http://hugin.info/194/R/1695039/557643.pdf
Download the Notice of the Annual General Meeting of EVRY:
http://hugin.info/194/R/1695039/557638.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: EVRY via Thomson Reuters ONE
[HUG#1695039]
Unternehmensinformation / Kurzprofil:
Datum: 22.04.2013 - 20:21 Uhr
Sprache: Deutsch
News-ID 251576
Anzahl Zeichen: 18412
contact information:
Town:
Oslo
Kategorie:
Business News
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