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NOTICE OF THE ANNUAL GENERAL MEETING OF EDB ERGOGROUP ASA


April 2, 2012 - London

The Annual General Meeting in EDB ErgoGroup ASA is convened on Monday 23 April 2012 at 10:00 am at the offices of the company at Nedre Skøyen vei 26 in Oslo.

Complete notice with appendices is 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
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. The Election Committee proposes one change to the members of the Board of Directors: Eli Skrøvset is nominated as a new member to replace Anne-Lise Aukner. The Election Committee proposes that the Annual General Meeting should pass the following resolution:
  Eli Skrøvset is elected as a member of the Board of Directors for a term of office not exceeding two years. Arve Johansen, Anders Brandt, Dag Mejdell and Hilde Ringereide are re-elected as members 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 the meeting proposes Dag Mejdell for consideration by the Board of Directors as the Deputy Chairman.
5. Election of a member to the Election Committee
The terms of office of two of the members of the Election Committee expire at the 2012 Annual General Meeting. The members in question are Bjørn Magnus Kopperud and Erik Amlie. The term of office of the third member of the Committee, Gro Bakstad, expires at the 2013 Annual General Meeting. At the request of two major shareholders of the company, the Election Committee proposes that Bjørn Magnus Kopperud and Erik Amlie should be re-elected, and that Erik Amlie should be re-elected as the Chairman of the Committee. The Election Committee proposes that the Annual General Meeting should pass the following resolution:
  Bjørn Magnus Kopperud is elected as a member of the Election Committee for a term of office not exceeding two years. Erik Amlie is elected as a member and Chairman of the Election Committee for a term of office not exceeding two years.
6. Amendment to the Mandate of the Board Directors
7. Determination of remuneration for the Board of Directors for 2012, including remuneration for participation in the Compensation Committee and the Audit Committee
8.  Approval of the auditor's fee
9. Remuneration of the Election Committee
10. Report on the company's current situation
11. Report from the Audit Committee
12. 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
13. Approval of the Annual Accounts and Annual Report for the financial year 2011, including the distribution of a dividend for the 2011 financial year
14. Share purchase program
15. Authorisation to the Board for the company to acquire own shares
16. Change to the Company's Articles of Association
At the time of the merger of EDB Business Partner ASA and ErgoGroup AS, the Company adopted the interim name "EDB ErgoGroup ASA". The Board of Directors now proposes that the name of the Company should be changed to "EVRY ASA" and proposes that Article 1 the Company's Articles of Association should be amended as follows:
  "The name of the company is EVRY ASA. The company is a public limited 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 20 April 2012. Shareholders are asked to use the Notice of Intention to Participate as available on www.evry.com.

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 20 April 2012 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 2011
Download the Notice of the Annual General Meeting of EVRY



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

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