Notice of Annual General Meeting

Transcription

1 To the Shareholders of BWG Homes ASA Notice of Annual General Meeting The Annual General Meeting of BWG Homes ASA will take place in the Nyland Conference Room at Vika Atrium Conference Centre, Munkedamsveien 45, Oslo, Norway on Thursday 26 May 2011 at 10:00 a.m. The Board proposes the following agenda: 1. Opening of the Meeting. Registration of shareholders present. 2 Election of a person to chair the Meeting. 3. Approval of the notification and the agenda of the Meeting. 4. Election of a person to co-sign the minutes. 5. Briefing on the Company s operations and status. 6. Consideration of the Board s guidelines for determining the remuneration of management. In accordance with section 6-16a of the Norwegian Public Limited Companies Act, the Board has prepared a statement regarding the determination of the Executive Management s remuneration. The statement is enclosed (appendix 3). Pursuant to paragraph 3, section 5-6 of the Act, the General Meeting shall hold consultative voting on the Board s guidelines for determining the remuneration of management. The Annual General Meeting endorse the Board s guidelines for remuneration of the Executive Management of BWG Homes ASA, as set out in the Board s statement, in accordance with section 6-16a of the Norwegian Public Limited Companies Act on the determination of management salaries and benefits. 7. Approval of the 2010 annual report and annual financial statements, including approval of dividend. The 2010 annual report is available on the Company s website The Board proposes a dividend of NOK 0.90 per share for the financial year Given approval, the Company s shares will be traded ex-dividend as from 27 May 2011, and the dividend will be paid out on 9 June 2011 to shareholders per 26 May The 2010 annual report and annual financial statements are approved with allocation as proposed by the Board, including the payment of a dividend of NOK 0.90 per share. 1

2 8. The Board s proposal regarding the Board s mandate to increase the Company s share capital. To secure the necessary financial flexibility for the Company, the Board proposes that the Annual General Meeting adopt the following resolutions: 1. The Board be given a mandate to increase the Company s share capital by up to NOK 30,000,000 by issuing up to 30,000,000 new shares each with a nominal value of NOK 1. Within this framework the authorization can be used several times. 2. The mandate is valid until the 2012 Annual General Meeting. 3. The shareholders pre-emptive rights in accordance with section 10-4 of the Norwegian Public Limited Companies Act may be waived. 4. The Board determines the other terms for subscription. 5. The mandate covers capital increase against cash deposits and as consideration for acquisition of shares in other companies. 6. The mandate also covers resolution on mergers in accordance with section 13-5 of the Norwegian Public Limited Companies Act. The mandate replaces the previously registered Board mandate to increase share capital. The Board s mandate to increase the Company s share capital is approved. 9. The Board s proposal to amend the Articles of Association concerning shareholders access to advance voting. Section 5-8b of the Norwegian Public Limited Liability Companies Act opens up for shareholders to cast their votes in writing, including by means of electronic communication, during a defined period prior to the General Meeting. This is conditional on the use of satisfactory means to authenticate the sender of messages. The Board proposes that the following paragraph is added to Section 7 of the Articles of Association: "The Board may decide that shareholders shall be permitted to cast advance votes in matters that will be discussed and put to a vote at the Company's Annual General Meeting. Such votes may also be casted via electronic communication. The notice of the Annual General Meeting must state whether or not advance voting is allowed and any guidelines that have been stipulated for such advance voting." The Board s proposal to amend section 7 of the Articles of Association is approved. 10. Election of Directors of the Board, and election of chairman and deputy chairman. The shareholder-elected Directors of the Board in 2010 have been: Harald Walther, Eva Eriksson, Hege Bømark, and Petter Neslein with Harald Walther as Chairman and Eva Eriksson as Deputy Chairman. The term of office for all four shareholder-elected Directors will expire in connection with the 2011 Annual General Meeting. Petter Neslein has renounced reelection. 2

3 According to the articles of association, the Nomination Committee proposes candidates for election as Directors of the Board. Following discussions with the Company s largest shareholders and an overall evaluation of the level of expertise and value of continuity, the Nomination Committee proposes that the Board shall consist of four shareholder-elected Directors and that the three above-mentioned Directors be re-elected for a term of two years, and that Espen E. Wiik is elected as new Director for a term of two years. Espen E. Wiik is Vice President Strategic Development in Orkla ASA. He holds a MSc degree in Civil Engineering from ETH Zurich in Since 2005 Mr. Wiik has held various positions in Orkla, and previously in A.T. Kearney. He is a member of the board of Essens.no AS. CVs of Harald Walther, Eva Eriksson, Hege Bømark and Espen E. Wiik are available at the Company s website. The Nomination Committee proposes that the Annual General Meeting adopt the following resolution: Harald Walther, Eva Eriksson and Hege Bømark are re-elected as Directors of the Board for a term of two years, and Espen E. Wiik is elected as Director of the Board for a term of two years. The Nomination Committee further recommends Eva Eriksson be elected as Chairman, and Harald Walther be elected as Deputy Chairman. The Nomination Committee proposes that the Annual General Meeting approves the recommendation. 11. Election of new auditor. KPMG has acted as BWG Homes ASA's auditor since the Company's stock exchange listing in 2006, and prior to that, as Block Watne's auditor. After many years with the same auditor, executive management of BWG Homes ASA has conducted an evaluation process which concludes that the Company considers it appropriate to elect a new auditor. The Audit Committee is required, under the Public Limited Liability Companies Act and its own defined instructions, to issue a statement to the Annual General Meeting regarding the Board's proposal to elect a new auditor. The statement from the Audit Committee is enclosed (appendix 4). The Board s proposal to appoint Ernst & Young AS as new auditor for BWG Homes ASA is approved. 12. Determination of Board fees. In accordance with the Nomination Committee s instructions, the Committee proposes the Board fees. The Board fees were last adjusted in The Nomination Committee has reviewed the fee rates and evaluated these in relation to comparable companies, responsibility and work load. The Nomination Committee finds it appropriate to increase the fee rates for 2010 compared to previous years. 3

4 The Nomination Committee proposes that the Annual General Meeting adopt the following resolution: The Nomination Committee s proposals for 2010 Board fees are approved: Chairman NOK 300,000, Deputy Chairman NOK 250,000, shareholder-elected Directors NOK 175,000, employee representatives NOK 60,000, employee-elected deputies NOK 3,000 per meeting. Additional remuneration to the Chairman of the Audit Committee NOK 100,000 and remuneration to the member of the Audit Committee NOK 75, Determination of auditor s fees. Fees to the Company s auditor amount to NOK 2,091,037 for BWG Homes ASA Group for Of this figure NOK 1,642,868 relates to ordinary audit fee and NOK 448,170 to other services. The auditor s fees of NOK 2,091,037 for 2010 are approved. 14. Determination of Nomination Committee fees. In accordance with paragraph 6 of Guidelines for the Nomination Committee, the Board proposes the Nomination Committee fees. The Board proposes the same fee rates for 2010 as for 2009, and that the Annual General Meeting adopt the following resolution: The fees for 2010 paid to the Chairman of the Nomination Committee are set at NOK 40,000, and the fees paid to each of the remaining two members are set at NOK 10,000. 4

5 According to the Articles of Association, the right to participate in and vote at a general meeting can only be exercised if the acquisition of the shares has been recorded in the shareholder register (VPS) no later than the fifth business day prior to the General Meeting, i.e. at the latest on Thursday 19 May Shareholders wanting to participate in the Annual General Meeting, either in person or by proxy, are requested to complete the enclosed registration form (appendix 1) and return it by 4:00 p.m. on Tuesday 24 May Shareholders may give a proxy to Chairman of the Board Harald Walther or CEO Lars Nilsen. Proxy form is enclosed (appendix 2). The Notice of Meeting and all documents concerning matters to be considered at the Annual General Meeting and CV of the Directors of the Board are available on the Company s website The documents will also be available in the Company s premises at Munkedamsveien 45, Oslo. Shareholders may request, by to post@bwghomes.no, that a printed copy of the Annual Report 2010 to be sent by mail. Oslo, 4 May 2011 For and on behalf of the Board of BWG Homes ASA Harald Walther Chairman Appendices: 1. Registration form 2. Proxy form 3. Statement from the Board regarding guidelines for remuneration of management of BWG Homes ASA 4. Statement from the Audit Committee on the proposal to appoint a new auditor for BWG Homes ASA 5

6 Vedlegg 1/Appendix 1 BWG Homes ASA - Ordinær generalforsamling 2011 / Annual General Meeting 2011 MØTESEDDEL / REGISTRATION Undertegnede deltar på ordinær generalforsamling den 26. mai The undersigned will attend the Annual General Meeting on 26 May Dato/Date: Aksjeeiers underskrift/shareholder s signature Aksjeeiers fullstendige navn (blokkbokstaver)/shareholder s complete name (block letters) Aksjeeiers adresse (blokkbokstaver)/shareholder s address (block letters) Returneres til /Please return to: BWG Homes ASA P.O. Box 1817 Vika N-0123 Oslo Att: Elisabet Landsend elisabet.landsend@bwghomes.no Telefax no: Må være selskapet i hende senest 24. mai 2011 kl 16:00. Deadline for receipt by the company: 24 May 2011 at 4:00 p.m.

7 Appendix 2 PROXY FORM ANNUAL GENERAL MEETING OF BWG HOMES ASA ON 26 MAY 2011 If you are unable to attend the Annual General Meeting on 26 May 2011, but wish to be represented at the meeting, please complete the proxy form below. I, the undersigned, hereby appoint (please print) as my proxy to represent me and vote my shares at the Annual General Meeting of the Shareholders of BWG Homes ASA on 26 May 2011 with access for the proxy to give authority to others in the event of absence. Votes shall be cast in accordance with the instructions below. Please note that if you fail to cross one of the boxes next to a proposal, this will be considered an instruction to vote for the proposal, with the proviso that the proxy casts the vote in the event of additional proposals or replacement of the proposals below with new ones. Proposals For Against Abstain 3. Approve the notice and agenda of the meeting 6. Adopt the Board s guidelines for remuneration of management 7. Approve the 2010 annual report and annual financial statements 8. Board mandate to increase share capital 9. Amendment to the Articles of Association concerning shareholders access to advance voting 10. Election of Board members: Eva Eriksson Harald Walther Hege Bømark Espen E. Wiik 11. Election of new auditor (Ernst & Young AS) 12. Approve the Board s fees 13. Approve the auditor s fees 14. Approve the Nomination Committee s fees Proxy to cast vote Date: Shareholder s signature Full name of shareholder (please print) Shareholder s address (please print) Please return to: BWG Homes ASA P.O. Box 1817 Vika N-0123 Oslo Att.: Elisabet Landsend elisabet.landsend@bwghomes.no Fax: This proxy form must be received by the Company no later than 4:00 p.m. on 24 May 2011.

8 Appendix 3 Date: 4 May 2011 To: Annual General Meeting of BWG Homes ASA; appendix to item 6 From: Re.: The Board of BWG Homes ASA Statement regarding guidelines for remuneration of management of BWG Homes ASA The remuneration system for executive management consists of basic salary, bonus scheme, pension scheme, post payment scheme and benefits such as company car, newspapers, telephone and similar. The CEO s salary conditions are set by the Board. Salary conditions for the CFO are set by the CEO. Salary conditions for the CEOs of Block Watne AS and BWG Homes AB are set by the boards of the respective subsidiaries, after recommendation from the CEO. Members of executive management have individual agreements that on certain terms ensure them post payment of salary after the normal notice period. The post-payment scheme has an upper limit of 12 months salary. The head of the Swedish business has an agreement for a 24 month postpayment scheme. This is a one-off agreement that was entered into before the unit that he heads was bought by BWG Homes ASA. There are no other agreements for executive management or the Board with regard to special compensation on termination of employment or change of employment. Members of executive management have individual bonus schemes based on the company s results and the performance of the individual. The bonus schemes have an upper limit of 12 months salary. No bonus scheme has been established for the CEO. The CEO decides the bonus criteria for other members of executive management. These bonus criteria are primarily linked to achievement of results in the individual area of responsibility. Members of executive management do not have any share based remuneration or option schemes. BWG Homes is not under any obligation to grant executive management, the Board or other employees profit-sharing, share based remuneration or options. Refer otherwise to Note 8 to the consolidated accounts for a specification of all elements of benefits to the CEO and other members of executive management. Annual General Meeting BWG Homes ASA 26 May 2011_Appendix 3 1

9 Appendix 4 Date: 4 May 2011 To: Annual General Meeting of BWG Homes ASA; appendix to item 11 Cc: Board of BWG Homes ASA From: Re.: Audit Committee of BWG Homes ASA Statement on the proposal to appoint a new auditor for BWG Homes ASA The Audit Committee is required, under the Public Limited Liability Companies Act and its own defined instructions, to issue a statement to the annual general meeting regarding the Board's proposal to elect a new auditor. Such a statement is issued herewith. KPMG has acted as BWG Homes ASA's auditor since the Company's stock exchange listing in 2006, and prior to that, as Block Watne's auditor. After many years with the same auditor, executive management of BWG Homes ASA has conducted an evaluation process which concludes that the company considers it appropriate to elect a new auditor. The Audit Committee has been informed about the process and has been able to provide input and guidance along the way. Executive management has chosen to invite tenders from two audit service providers specifying the scope of services, working methods, fees and identification of the teams. During the process, executive management has held meetings with both of the audit service providers, and both offers have also been examined by the Audit Committee. After a full and complete evaluation, Ernst & Young emerged as the best option for BWG Homes ASA. The Audit Committee of BWG Homes ASA therefore recommends to the annual general meeting that Ernst & Young be appointed as the new auditor for BWG Homes ASA with effect from the 2011 financial year, in line with the Board's proposal. Hege Bømark Chairman of the Audit Committee Eva Eriksson Member of the Audit Committee Annual General Meeting BWG Homes ASA 26 May 2011_Appendix 4 1