MINUTES FROM THE ANNUAL GENERAL MEETING IN NORSKE SKOGINDUSTRIER ASA

Transcription

1 MINUTES FROM THE ANNUAL GENERAL MEETING IN NORSKE SKOGINDUSTRIER ASA The annual general meeting in Norske Skogindustrier ASA was held in the company s premises at Oksenøyveien 80, Bærum, on 11 April 2013 at 11:00. Item 1 Opening of the meeting by the chair of the board and recording of the attending shareholders Pursuant to Section 7 of the articles of association, the annual general meeting was opened and chaired by the chair of the board, Eivind Reiten. The other board members present were Karen Kvalevåg, Jon-Aksel Torgersen, Paul Kristiansen and Svein Erik Veie. The Election- and Remuneration Committee members present were Tom Ruud (chair), Ole H. Bakke and Jan Magnar Hansen. The company s auditor, Fredrik Melle, was absent due to illness. In addition, the President and CEO and members of the corporate management were present. Keeper of the minutes: Cecilie Wetlesen Borge. 50 shareholders and shareholder proxies were present. In total 200 shareholders had registered their shares for representation in the meeting, representing shares out of a total of voting shares, corresponding to 22.75% of the total number of voting shares. The list of shares represented is attached to these minutes as Appendix 1. The general meeting approved the convener s list of represented shareholders. The resolution was unanimous. 1/10

2 Item 2 Election of two persons to sign the minutes The chair of the meeting proposed that Jørn Rognstad and Ole Anders Engebretsen sign the minutes together with the chair. There were no other proposals. Jørn Rognstad and Ole Anders Engebretsen were elected to sign the minutes together with the chair of the meeting. The resolution was unanimous. Item 3 Approval of the notice of the meeting and the proposed agenda The notice of the meeting was sent to the shareholders in accordance with the articles of association. The general meeting approved the notice and agenda for the meeting. The resolution was unanimous. The general meeting was then declared lawfully in session. Item 4 Approval of the financial statements and report of the board of directors for 2012 for Norske Skogindustrier ASA and the group Items 4 and 5 were discussed jointly but decided separately. The chair of the board, Eivind Reiten, gave an account of the main events in 2012, and the company s general priorities. The President and CEO, Sven Ombudstvedt, presented the development in health, environment and safety, overall market conditions, main figures from the financial statements for 2012, as well as the 2/10

3 company s operations, investments and activities. The auditor s conclusions as set out in the auditor s report dated 1 March 2013 were, in the auditor s absence, read out by Cecilie Wetlesen Borge. In accordance with applicable legislation, the board of directors and the President and CEO made the following declaration on 1 March 2013 regarding the financial statements for 2012: We declare that to the best of our knowledge, the financial statements for the period 1 January to 31 December 2012 have been prepared in accordance with prevailing accounting practices, and that the information in the financial statements provides a correct impression of the company s and the group s assets, liabilities, financial position and result as a whole. We also declare that the annual report provides a correct overview of the development, result and position of the company and the group, along with a description of the key risk and uncertainty factors which the company and the group face. Norske Skog s corporate governance report is included on pages in the annual report. 1. The annual financial statements presented for 2012 for Norske Skogindustrier ASA and the group were approved. 2. The report of the board of directors and corporate governance report for 2012 was approved. The resolution was made against the votes of one shareholder holding shares, constituting 0.23% of the share capital represented at the general meeting. No prior votes or voting instructions were filed against the proposals, and there were no abstentions. Item 5 Coverage of the loss for 2012 The board of directors has recommended to the general meeting that no dividend be disbursed for the fiscal year /10

4 The general meeting approved the board of directors proposal for coverage of the loss in Norske Skogindustrier ASA for The resolution was made against the votes of one shareholder holding shares, constituting 0.23% of the share capital represented at the general meeting. 600 shares had given advance vote against the proposal, and 350 shares had given instruction to abstain from voting. Item 6 The board s declaration on salary and other remuneration for executive employees The board s declaration is included on pages 4 and 5 of the summons to the general meeting, as well as in Note 10 to the annual financial statements for Norske Skogindustrier ASA. To the declaration, there was a clarification that the CEO has a severance agreement for 18 months. The general meeting held an advisory vote on the board s declaration on salary and other remuneration for executive employees. The general meeting approved the guidelines for salary and remuneration linked to shares or development in the Norske Skog share price, such as shares, share options or subscription rights. 1. The general meeting took under advisement the board of directors declaration regarding salaries and other remuneration for executive employees in the company. 2. The general meeting approved the board of directors guidelines for awarding variable remuneration linked to the development of the share price of the company. The resolution was made against the votes of one shareholder holding shares, constituting 0.23% of the share capital represented at the general meeting. 4/10

5 shares had given advance vote, and shares had given voting instructions, against the proposal. 350 shares had given instruction to abstain from voting. Item 7 Amendments to the articles of association The Company Secretary presented the proposal to amend the articles of association. 1. The articles of association paragraph 3 shall read: 3 REGISTERED OFFICE The company is registered in Norway, and has its corporate management and registered office in Oslo municipality. 2. The articles of association paragraph 5 shall read: 3 BOARD OF DIRECTORS The company s board of directors will consist of a minimum of seven and a maximum of ten directors. Shareholder-elected directors are elected for a term of one year. No person can be elected to the board after reaching the age of 70. The general meeting elects the shareholder-elected directors and the chair of the board every year, and determines the remuneration payable to directors. The board of directors is responsible for appointing a chief executive, to be known as the president and chief executive officer, and for determining his/her remuneration. The board of directors appoints a member of the board, the chief executive or named employees to sign for the company. 3. The articles of association paragraph 7 first sub-paragraph final sentence shall read: The general meeting will be held in the local municipality in which the company has its registered office. 5/10

6 The resolution was made against the 600 advance votes. There were no voting instructions against the proposal, and no abstentions. Item 8 a) Election of members to the board of directors The chair of the meeting handed the floor to the chair of the election- and remuneration committee, Tom Ruud, who gave a short briefing on the committee s recommendation dated 4 February 2013 and then presented the item for assembled voting. There was no written vote on the proposal. The following were elected (the numbers in parentheses show term of office and year of election): 1. Eivind Reiten (2009), chair 2. Finn Johnsson (2011) 3. Siri Beate Hatlen (2012) 4. Karen Kvalevåg (2012) 5. Eilif Due (2012) 6. Jon Aksel Torgersen (2012) 7. Ingelise Arntsen (new) The resolution was unanimous among the present shareholders shares had given advance vote, and shares had given voting instruction, against the proposal. There were no abstentions. The recommendation of the election- and remuneration committee was that Eivind Reiten continues as chair of the board. No other proposals were presented, and Eivind Reiten was re-elected. The resolution was unanimous. 6/10

7 Item 8 b) Stipulation of remuneration to the members of the board of directors The chair of the election- and remuneration committee, Tom Ruud, briefly presented the committee s recommendation. No other proposals were presented. 1. The remuneration for the chair of the board shall be NOK per year. 2. The remuneration for other members of the board shall be NOK per year. 3. The remuneration for the alternate members of the board shall be NOK per meeting. 4. The remuneration for the members of the committees of the board shall be NOK per meeting. Separate rates as set out in sections 5 and 6 shall apply for the audit committee. 5. The remuneration for the chair of the audit committee shall be NOK per year with the addition of compensation per meeting as described in paragraph The remuneration for other members of the audit committee shall be NOK per year with the addition of compensation per meeting as described in paragraph Reimbursement of travel and lodging expenses shall be made in accordance with state rates. 8. The new remunerations shall be applicable from 11 April The resolution was made against the votes of two present shareholder holding shares, constituting 0.23% of the share capital represented at the general meeting shares had given advance vote against the proposal. 350 shares had given instructions to abstain from voting. Hence, the proposal was resolved against 11.90% of the share capital represented at the general meeting. 7/10

8 Item 8 c) Election of members to the election- and remuneration committee The chair of the election- and remuneration committee, Tom Ruud, briefly presented the committee s recommendation and handed the floor back to the chair of the board for further meeting management. No other proposals were presented. The following were elected (the numbers in parentheses show term of office and year of election): 1. Dag Opedal (new) chair 2. Kirsten Idebøen (2010) 3. Helge Leiro Baastad (2011) 4. Olav Veum (new) The resolution was unanimous among the present shareholders. 600 shares had given advance vote against the proposal, and 54 shares had given instruction to abstain from voting. Item 8 d) Stipulation of remuneration to the members of the election- and remuneration committee The chair of the meeting handed the floor to the chair of the election- and remuneration committee, Tom Ruud, who briefly presented the committee s recommendation. No other proposals were presented. 1. The remuneration for the chair of the election- and remuneration committee shall be NOK per year with the addition of NOK per meeting. 2. The remuneration for other members of the committee shall be NOK per year with the addition of NOK per meeting. 3. Reimbursement of travel and lodging expenses of the committee members shall be made in accordance with state rates. 4. The new remunerations shall be applicable from 11 April /10

9 The resolution was made against the vote of one present shareholders representing 359 shares and advance votes. 404 shares had given instruction to abstain from voting. Item 9 Approval of auditor's remuneration The auditor s letter of 1 February 2013 regarding the auditor s remuneration for 2012 for the parent company of NOK was presented. The auditor s remuneration for 2012 for Norske Skogindustrier ASA of NOK was approved. The resolution was made against the vote of two present shareholders representing shares and 600 advance votes advance votes abstained from voting, and 404 shares had given instructions to abstain from voting. Item 10 Proposal for authority for the board to purchase treasury shares The board of directors proposed to the general meeting to authorise the board to acquire treasury shares, for the sole purpose of offering employees the opportunity to purchase shares at rebated prices. 1. The general meeting authorised the board to acquire treasury shares up to a nominal value of NOK , however at no time exceeding 5% of outstanding shares. The shares should be acquired at the listed share price. The price must be at minimum NOK 1, and at maximum NOK /10

10 2. The board is free to acquire and sell shares in the manner the board deems most appropriate, within the general principles of equal treatment of shareholders. The authorisation is granted for a period up to the next annual general meeting. The resolution was unanimous among the present shareholders. 600 shares had given advance vote against the proposal, and 54 shares had given instructions to abstain from voting. * * * No further items were presented for resolution. The meeting was adjourned at 12:35. Oxenøen Brug, 11 April Eivind Reiten Ole Anders Engebretsen Jørn Rognstad (sign.) (sign.) (sign.) Attachment This is an office translation from the authentic and signed Norwegian protocol. In case of discrepancy between the two versions, the Norwegian version shall prevail. 10/10