NOTICE OF ANNUAL GENERAL MEETING OF ACTA HOLDING ASA

Transcription

1 NOTICE OF ANNUAL GENERAL MEETING OF ACTA HOLDING ASA The Shareholders of Acta Holding ASA are hereby invited to the annual general meeting on Wednesday 23 May 2012 at 1:00 pm at the Victoria Hotel, Skansegaten 1, 4006 Stavanger, Norway. Items on the agenda: 1. Opening of the annual general meeting by Chairman of Acta Holding ASA, Alfred Ydstebø 2. Election of person to chair the meeting The chairman of the Board will suggest a person to chair the meeting after the general meeting has been duly opened. 3. Approval of notice and agenda 4. Election of a person to co-sign the minutes together with the chairman of the meeting A person to co-sign the minutes with the chairman of the meeting will be suggested under the general meeting. 5. Approval of the Board of Directors proposed Annual Accounts and the Board of Directors Report for the Acta Group and Acta Holding ASA for 2011 including distribution of dividend, see Finanshuset Acta s Annual Report which is published on The Board of Directors proposes not to pay dividend for the 2011 financial year. 6. Approval of the Board of Directors remuneration and the nomination committee s remuneration The nomination committee suggests the remuneration for the Chairman to be set at NOK 300,000 and NOK 200,000 for other members. Members of the audit committee are suggested to be remunerated with NOK 110,000 to the Chairman and NOK 70,000 to other members. Members of the remuneration committee are suggested to be given an additional remuneration of NOK 20,000. The nomination committee suggests members of the nomination committee to be remunerated with NOK 30,000 to the Chairman and NOK 20,000 to other members. All rates to apply from the time of the Annual General Meeting in 2011 to the Annual General Meeting in Approval of the auditor's remuneration The Board of Directors recommends a remuneration of the group s auditor Ernst & Young AS of NOK 347,000 for audit services performed for Acta Holding ASA in Other services beyond auditing amounted NOK 2,682,000 in Election of the Board of Directors The Board of Acta Holding ASA currently comprises the following members: - Alfred Ydstebø, Chairman - Stein Aukner, Vice-Chairman - Ellen Math Henrichsen, Board Member - Harald Sig. Pedersen, Board Member - Ole Peter Lorentzen, Board Member - Merete Haugli, Board Member - Pia Gideon, Board Member 1

2 Ellen Math Henrichsen and Harald Sig. Pedersen have informed the Board that they are making their positions available for the election of new Board members. Stein Aukner, Ole Peter Lorentzen, Merete Haugli and Pia Gideon are up for re-election. The nomination committee suggests that all four are re-elected, in addition to Sissel Knutsen Hegdal and Erling Meinich-Bache, see the nomination committee s proposal for new members to the Board of Directors as appendix Declaration of determination of salary and other benefits for leading employees In accordance with section 6 16a of the Norwegian Public Limited Companies Act, the Board has prepared a declaration concerning determination of salary and other benefits for leading employees, attached to the Notice as appendix 2. Based on the above, the Board proposes that the general meeting of Acta Holding ASA adopts the following resolution: The Board's declaration concerning determination of salary and other benefits for leading employees has been adopted. 10. Consideration of the statement on corporate governance The statement on corporate governance in accordance with the Norwegian Accounting Act section 3-3b, is included in the Directors' report and under the chapter "Corporate Governance" in the annual repost, which may be found at the company s web pages The Board proposes that the general meeting makes the following resolution: The company s statement on corporate governance principles was duly noted. 11. Authorisation to issue shares A proxy was granted to the Board for the issuance of shares in Acta Holding ASA resolved at the ordinary general meeting held 25 May This proxy is valid until the ordinary general meeting 23 May The Board proposes a new proxy to be granted to apply until the next ordinary general meeting, but not longer than 30 June The proposal for the proxy is reasoned by a desire to increase the flexibility with regard to possible capital increases for strategic partners or financial investors as a mandate to be used for raising possible capital, as payment for possible acquisitions or issuing options or allocation of shares to executive personnel. Based on the above, the Board proposes that the general meeting of Acta Holding ASA grants the Board the following proxy to carry out share issuances: The general meeting grants the Board of Acta Holding ASA a proxy to issue new shares in Acta Holding ASA in one or more specific and/or public emissions. 1. The mandate shall apply for up to 25.5 million shares at a par value of NOK 0.18 each, which in accordance with the mandate allows the Board to increase the share capital by up to NOK 4,590,000. Any share premium will be added to the premium fund. Should the par value change within the period the proxy applies, the mandate shall be altered accordingly. 2. The mandate shall apply until the next ordinary general meeting, but not longer than 30 June Shareholders preferential right for subscription of shares in accordance with sect of the Norwegian Public Limited Companies Act can be derogated from. 4. This mandate shall also apply to capital increase by contribution of other assets than cash. 5. The company has only one class of shares and the proxy shall only apply to issue of shares with the same rights and liabilities as existing shares. 2

3 6. This mandate applies to resolution of merger in accordance with sect of the Norwegian Public Limited Companies Act, which entails that the Board can resolve a merger by issuing new shares as the surviving party. The proxy shall also apply in the event of the merger in subsidiaries of Acta Holding ASA subsidiary with the issuance of shares in the parent company. The CEO and the Board shall immediately notify the Register of Business Enterprises of the proxy. 12. Authorisation to acquire Acta shares A proxy was granted to the Board to acquire shares in Acta Holding ASA (so-called treasury shares) at the ordinary general meeting held 25 May This proxy is valid until the ordinary general meeting 23 May The Board proposes a new proxy to apply until the next ordinary general meeting, but not longer than 30 June The Board requests that the general meeting resolves to grant the Board a proxy for the acquisition of shares in the company, limited in accordance with the provisions of the Public Limited Companies Act. The proposal is based on the fact that such proxies are considered common for large listed public companies, allowing them to utilise the financial instruments and the mechanisms the Norwegian Public Limited Liability Companies Act provides for and to optimise their capital structure. A proxy is also desirable as it will allow the company to use its own shares as payment in acquisitions, fulfilment of share option schemes for senior and key personnel etc. Based on the above, the Board proposes that the general meeting of Acta Holding ASA grants the Board the following proxy: The general meeting grants the Board of Acta Holding ASA a proxy to acquire shares in the company on behalf of Acta Holding ASA in accordance with section 9 4 of the Norwegian Public Limited Companies Act, as follows: 1. The proxy concerns a right to acquire up to 25.5 million shares at par value of NOK 0.18, which entails a proxy to acquire shares with a total value of NOK 4,590,000. Should the par value change within the period the proxy applies, the proxy shall be altered accordingly. 2. The amount payable per share shall be minimum NOK 0.18 and maximum NOK The Board is free to decide how and when acquisition and disposal of shares takes place. 4. The proxy can be used on one or more occasions and is valid until the next ordinary general meeting, but not longer than 30 June The CEO and the Board shall immediately notify the Register of Business Enterprises of the proxy. * * * Votes and the right to vote At the time of this notice the company has issued a total of 257,530,750 shares, and each share has 1 vote. Each and every shareholder has the right to participate and vote at the company's general meeting for shares the shareholder is listed with in the shareholder register as of 16 May 2012, the fifth workday prior to the general meeting, cf. the prevailing articles of association 8, which was amended on the ordinary general meeting in Registration and proxy This notice is sent shareholders by post together with the nomination committee's proposal, the Board's statement in accordance with section 6 16a of the Norwegian Joint Stock Public Companies Act, attendance slip and proxy. The Board of Directors Report, annual accounts and auditor's report are included in Finanshuset Acta s annual report, which according to the company's articles 3

4 of association is made available on the company's website and is hence not distributed with the notice to the annual general meeting. Shareholders wishing to participate in the general meeting are requested to notify Acta Holding ASA by no later than Friday, 18 May 2012, by sending in the enclosed attendance slip. Attached as appendix 3 is the attendance slip that shareholders that want to attend the annual general meeting are requested to use. Shareholders can also be present by proxy. Written notification on the latter is to be sent to Acta Holding ASA by no later than Friday, 18 May Attached as appendix 4 is a proxy that shareholders that want to be represented by proxy are requested to use. * * * Stavanger, 30 April 2012 Alfred Ydstebø Chairman of the Board of Directors 4

5 Appendix 1 The nomination committee s proposal to the Annual General Meeting in Acta Holding ASA for new members to the Board of Directors and to the remuneration of the Board of Directors and the nomination committee The nomination committee in Acta Holding ASA has consisted of Jan Petter Collier, Steinar Olsen and solicitor Ulf-Einar Staalesen. Solicitor Staalesen has been the Chairman of the nomination committee. The most important task for the nomination committee has been to ensure that Board candidates, irrespective of gender, are considered to hold the necessary competence and capacity to conduct the relevant Board work. In this regard, the nomination committee has evaluated the competence and qualities which are already represented on the Board of Directors among members who are not up for re-election. The Board of Directors, as a collegium, holds the responsibility to balance the different interests in order to promote the value creation in the company. The nomination committee has therefore sought to identify candidates to the Board that have both the will and ability to co-operate. The current Board of Directors has according to the nomination committee s knowledge fully satisfied the abovementioned requirements. Of the current Board, Alfred Ydstebø, Ellen M. Henrichsen and Harald Sig. Pedersen were elected at the previous year s Annual General Meeting, and are therefore not up for election. Ellen M. Henrichsen and Harald Sig. Pedersen have however notified the Board that they are making their positions available for the election of new Board members. Board members Stein Aukner, Ole Peter Lorentzen, Pia Gideon and Merete Haugli are all up for election, and have expressed that they will stand for re-election. On the basis of this, the nomination committee proposes that two new board members are elected, as well as re-election of the board members who are willing to continue. The nomination committee will propose Sissel Knutsen Hegdal and Erling Meinich-Bache as new Board members. Sissel Knutsen Hegdal has a master s degree in law, and is owner and partner in Bjørk Advokat and Eiendom AS. She has extensive experience within corporate law, and she holds a number of board positions, both with publicly and privately owned companies. Erling Meinich-Bache holds a Master of Science in Finanacial Management. He is CFO in IKM Gruppen AS, a company related to one of Acta Holding ASA's largest shareholders. The composition of the Board of Directors in accordance with the nomination committee s proposal will be: 1. Alfred Ydstebø, Chairman 2. Stein Aukner, Vice Chairman 3. Ole Peter Lorentzen 4. Pia Gideon 5. Merete Haugli 6. Sissel Knutsen Hegdal (new) 7. Erling Meinich-Bache (new) The three members of the nomination committee were elected at the previous year s Annual General Meeting, and are therefore not up for re-election. 5

6 Appendix 1 The nomination committee suggests that at the Annual General Meeting in 2012, the remuneration for the Chairman be set at NOK 300,000 and NOK 200,000 for other members. In addition, it is suggested that the Chairman of the audit committee is remunerated with NOK 110,000, and other members of the audit committee NOK 70,000. The nomination committee suggests members of the remuneration committee be remunerated with NOK 20,000. The nomination committee also suggests that members of the nomination committee are remunerated with NOK 30,000 to the Chairman and NOK 20,000 to other members. All rates to apply from the period from the Annual General Meeting 2011 to the Annual General Meeting Stavanger, 30 April 2012 Ulf-Einar Staalesen (sign.) Chairman of the nomination committee 6

7 Appendix 2 Statement to the annual general meeting of Acta Holding ASA regarding determination of salary and other benefits for leading employees In accordance with sect. 6 16a of the Norwegian Joint Stock Public Companies Act (the Act ), the Board shall prepare a statement on the determination of salaries and other benefits for leading employees (executive personnel). The declaration shall include guidelines for how the salaries and other benefits are determined, including the main principles of the executive remuneration policy. Section 6 16a (3) of the Act also obliges the Board to account for the executive remuneration policy followed in the preceding financial year. 1. Main principles for the company s executive remuneration policy When determining the salaries for the Managing Director and executive personnel, Acta Holding ASA, as a large international corporation within its industry, must compete with salaries for senior international executives. As a leading player within its industry, Acta Holding ASA must offer salaries which can attract skilled executives. It is the Board s policy to ensure recruitment of the best personnel by offering salaries which will satisfy individual requirements and which are competitive on the international markets. Furthermore, it is essential that the Managing Director and senior personnel have incentives to ensure they make the right decision and that rewards good performance. In general, the remuneration level for executives shall be relatively high in a national context. 2. Salaries and other benefits The Chief Executive Officer s salary is determined by the Board s remuneration committee, which also sets the guidelines for the remuneration for other employees in leading positions, including both the level of fixed salary and the principles for and scope of bonus schemes. Employees in leading positions have ordinary bonus agreements, with limits that are set on an annual basis, normally between 40 and 100 per cent of their base salary, dependent on their position. If targets are revised or results are better than budgeted, bonuses may be set at up to 150 per cent of the bonus limit. The Acta Group has established a long-term incentive programme with profit sharing for executive management, including share options covering all Acta employees. 3. Remuneration policy for the preceding financial year (2011) The executive remuneration policy applied in the preceding financial year has been applied in accordance with the principles also applied in Please see the above. In 2011, the Board of Acta Holding ASA distributed share options to leading employees in accordance with an options programme introduced in 2009 covering all Acta employees. The scheme is a part of a long-term incentive programme for employees in the Acta Group with the aim of contributing to good results and helping to attract new employees as well as keep current ones. At the time of the approval of the annual accounts a total of million stock options have been granted, of which leading employees hold 622 thousand stock options. The stock option programme is in accordance with the authorisation granted by the annual general meeting on 30 April 2008, 6 May 2009, 11 May 2010 and 25 May The strike price for the options was set to NOK 2.07 for the options granted in March 2009, NOK 3.38 for the options granted in February 2010, NOK 2.46 for the options granted 7

8 Appendix 2 in August 2010, NOK 2.86 for the options granted in October 2010, NOK 3.14 for the options granted in February 2011, NOK 3.66 for the options granted in May 2011, NOK 2.14 for the options granted in August 2011, NOK 1.50 for the options granted in November 2011 and NOK 1.10 for the options granted in February The strike price shall be reduced by the accumulated dividend paid in the period after the options have been awarded. No dividend was paid for the 2008 and 2009 financial years. The dividend for 2010, paid after the award of the options in May 2011 was NOK 0.10 per share. Of the stock options granted in March 2009, up to 50 per cent can be exercised in 2012, within specific periods. 100% of the stock options granted in February 2010, August 2010, October 2010, August 2011, November 2011 and February 2012 can be exercised in 2012, 2013 and For all years, the options must be exercised within specified periods. 1/3 of the stock options granted in February 2011 and May 2011 can be exercised by primary insiders and a specific group of other employees in 2012, 1/3 in 2013 and 1/3 in For all years, the options must be exercised within specified periods. 100% of the stock options granted to other employees in February 2011 and May 2011 can be exercised in 2013, within specific periods. At the end of 2011, the share price was NOK For further details please see note 3 of the Acta group s annual accounts and note 2 of Acta Holding ASA s annual accounts for Consideration of this declaration This declaration is distributed along with notification of the company s general meeting. It is to be considered by the annual general meeting which will hold a consultative vote where members may adopt or reject the guidelines. Guidelines for share and share value-based benefits (share/option program etc. in accordance with sect. 6 16a, part 1, item no. 3 of the Norwegian Joint Stock Public Companies Act 6 16a) must be adopted by the general meeting, in accordance with sect. 5 6 (3) of the Act. * * * Stavanger, 30 April 2012 The Board of Directors of Acta Holding ASA Alfred Ydstebø Stein Aukner Ellen Math Henrichsen Harald Sig. Pedersen Chairman of the Board Vice Chairman of the Board Board Member Board Member Merete Haugli Pia Gideon Ole Peter Lorentzen Christian Tunge Board Member Board Member Board Member Acting CEO 8

9 Appendix 3 To Acta Holding ASA Attn.: Jo-Inge Fisketjøn P.O. Box 120 NO-4001 Stavanger NORWAY jo-inge.fisketjon@acta.no ATTENDANCE SLIP The undersigned will attend the ordinary general meeting in Acta Holding ASA on 23 May at 1:00 PM and vote for: personal shares (number) and other s shares according to enclosed proxy. (number) The undersigned will represent a total of shares. (number), 2012 (place) (date) (signature) (name in capitalized letters) Any proxy to meet and to vote for others to be enclosed in copies and presented in original at the general meeting. 9

10 Appendix 3 To Acta Holding ASA Attn.: Jo-Inge Fisketjøn P.O. Box 120 NO-4001 Stavanger NORWAY jo-inge.fisketjon@acta.no PROXY The undersigned as owner of shares in Acta Holding ASA herewith authorises (number) Chairman of the Board, Alfred Ydstebø Acting CEO Christian Tunge Name of proxy, or without name (in blanco) to attend and vote at the general meeting of Acta Holding ASA on my/our behalf, on 23 May Voting shall be made in accordance with the instructions issued below. If no instruction are given below (by crossing or in another way), this will be regarded as the owner has issued an instruction to vote In favour of the motions set out in the notice to the general meeting, however, the proxy has a right to amend the voting if and to the extent that this is as part of the suggestions indicated in the calling notice or as part of changes that are made or if certain matters are withdrawn on or prior to the general meeting. Items In favor Against Absention 1. Opening of the annual general meeting (no voting) Election of person to chair the meeting 3. Approval of notice and agenda 4. Election of a person to co-sign the minutes together with the chairman of the meeting 5. Approval of the Annual Accounts and Director's Report etc. 6. Approval of the Board of Directors remuneration and the nomination committee s remuneration * 7. Approval of the auditor's remuneration 8. Election of the Board of Directors * 9. Declaration of determination of salary and other benefits for leading employees 10. Consideration of the statement on corporate governance 11. Authorisation to issue shares 12. Authorisation to acquire Acta shares, 2012 (place) (date) (signature) (name in capitalized letters) * in acc. with proposal from the nomination committee 10