AndhraNews.net
Home » Business News » 2014 » April » April 22, 2014

Notice of the Annual General Meeting of EVRY ASA


April 22, 2014 - London

(Oslo, 22 April 2014) The Annual General Meeting in EVRY ASA is convened on Wednesday 14 May 2013 at 09:00 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

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:

Arve Johansen, Anders Brandt and Hilde Ringereide are re-elected as a members of the Board of Directors for a term of office not exceeding two years. Tone Wille is elected as new member of the Board of Directors for a term not exceeding two years. Arve Johansen is re-elected as the Chairman of the Board of Directors. The Board elects the co-chair.

5. Election of a member to the Election Committee

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. The Election Committee proposes that the Annual General Meeting should pass the following resolution:

Bjørn Magnus Kopperud and Erik Amlie are re-elected as a members of the Election Committee for a term of office not exceeding two years. Erik Amlie is re-elected as the Chairman of the Election Committee.

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 Annual General Meeting until the Annual General Meeting to be held in 2015.

The Election Committee proposes the following remuneration amounts:

Chairman of the Board NOK 490,000 Deputy Chairman of the Board NOK 335,000 Members of the Board NOK 288,000

As the remuneration has been unchanged since 2011, the proposed remuneration represents an increase of 3%.

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 above remuneration are unchanged from previous year.

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.

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 2013 of NOK 1.3 million, of which NOK 1.0 million relates to mandatory audit and NOK 0.3 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 2013 of NOK 1.3 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 for 2014 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 2013. 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 2014 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 by CEO Terje Mjøs

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 2013, including the distribution of a dividend for the 2013 financial year

The Annual Accounts and notes and the Report of the Board of Directors are included in 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 0.40 per share. This represents a total dividend payment of NOK 107 million (27% of normalized net profit).

Dividend will be payable to the owners of shares in the company at the close of 14 May 2014 (as recorded in the VPS share register on 19 May 2014), and the company's shares will be traded on the Oslo Stock Exchange exclusive of the right to dividend from and including 15 May 2014. The company expects to distribute the dividend on 28 May 2014.

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 2013 are approved. The Board's proposal to distribute a dividend of NOK 0.40 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 share purchase schemes 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 2015.

14. Approval to change the Articles of Association § 2

The new registered office of EVRY is located in Bærum, hence the articles of association must be altered to reflect the new location.

The Board of Directors proposes that the Annual General Meeting should pass the resolution to change of the Articles of Association § 2 to:

"The company's registered office is in Bærum"

* * *

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 385,087 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 9 May 2014. 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 9 May 2014 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.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
EVRY Notice of the Annual General Meeting 2013
EVRY Innstilling fra Valgkomiteen til OGF 2013
EVRY Attendance slip 2013



This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
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

HUG#1778651

GlobeNewswire

Comment on this story

Share