To All Shareholders in Comrod Communication ASA

Transcription

1 To All Shareholders in Comrod Communication ASA Notice is hereby given that the Annual Shareholder Meeting of Comrod Communication ASA will be held on Friday 27 April 2012 at a.m. The meeting will be at Fiskåvegen 1, 4120 Tau (Norway). Registration will take place from a.m. The agenda comprises the following matters: 1. Election of the chairman for the meeting and one shareholder to countersign the minutes of meeting. 2. Approval of the notice and proposed agenda. 3. Determination of consolidated profit and loss account and balance sheet for Determination of profit and loss account and balance sheet for Comrod Communication ASA for 2011, and determination of the Board's proposal for disposal of profit. 4. Declaration on stipulation of salary and other remuneration for executive management is attached to this notice. 5. Determination of auditors' fees. 6. Determination of remuneration to the members of the Board, the Nomination Committee and the Remuneration Committee. 7. Election of new Board of Directors. The Nomination Committee recommends re-election of Sturla Sand as the Chairman of the Board, Merete Haugli as the Deputy Chairman and John Steinar Kvitvang as a board member. In addition The Nomination Committee recommends Rasmus Nordbø and Mariann Vågnes Reite as board members. All candidates should be elected for a term of 2 years. Please also refer to the enclosed recommendation of the Nomination Committee. 8. Election of members to the Nomination Committee. The Nomination Committee recommends Morten Bjørnsen to be elected as the Chairman of The Nomination Committee and Alf C. Thorkildsen to be elected as a member of The Nomination Committee. Both candidates should be elected for a term of 2 years. 9. Power of attorney to purchase own shares. In order to facilitate flexible and effective management of the company s total capital resources and to allow the company to acquire shares for use related to employees and Board Directors exercise of share options, the Board of Directors proposes to the Annual Shareholder Meeting that it gives the Board of Directors power of attorney to acquire own shares. Such power of attorney is also given to enable the company to deal in own shares, when this is considered to be favourable based on the market price and the company s business strategy. Based on the above, the Board of Directors requests that pursuant to Sections of the Public Limited Companies Act, the Annual Shareholder Meeting agrees to assign the following power of attorney to the Board of Directors: The Board of Directors is given the power of attorney to acquire own shares, which have been fully paid pursuant to the provisions in Sections of the Public Limited Companies Act. No more than NOK 30 per share and no less than NOK 1 per share shall be paid for each share acquired under this power of attorney. The power of attorney may be used one or more times. The highest face value of the aggregate number of shares acquired pursuant to the power of attorney is set at NOK 1,950,000. On sale of own shares, The Board of Directors decides the share price. The Board decides how shares are acquired and sold according to this proxy, conditioned that it is in compliance with the principle of equal treatment. However, own shares may only be acquired insofar the aggregate face value of the shareholding following acquisition does not exceed 10% of the company s registered share capital on the date of acquisition, and the acquisition does not mean that the share capital less the aggregate face value of the shareholdings is lower than the minimum allowed share capital pursuant to Section 3-1, par. 1 of the Public Limited Companies Act. Acquisition of own shares under this power of attorney may only take place if the company s free equity according to the latest settled balance sheet on the date of acquisition exceeds the compensation to be paid for the shares. In addition, the Board of Directors decides on the conditions for acquisition and sale of own shares taking into consideration that under no circumstances can own shares be acquired under this power of attorney over and above what is consistent with prudent and good business practice, with due consideration to loss that might have occurred after the balancing date, or which is expected to occur. The power of attorney is valid until the Annual Shareholder Meeting in 2013.

2 10. Power of attorney to the Board of Directors for share issue In line with the company s objective, the Board of Directors is considering the possibilities of expanding and developing the Group s activities by organic growth as well as by acquisitions. In order to have adequate financial freedom of action in this respect, it is desirable that the Board of Directors is given the power of attorney to increase the company s share capital through the issue of new shares. The primary objective of the Board of Directors is to implement a cash issue in favour of the company s shareholders, but it should also be possible to use the power of attorney for share issue in another way, including mergers, if the Board of Directors finds this more appropriate in consideration of the company and its shareholders. The Board of Directors therefore proposes that the Annual Shareholder Meeting resolves the following: Pursuant to Section of the Public Limited Companies Act, the Annual Shareholder Meeting gives the Board of Directors power of attorney to increase the share capital by up to NOK 4,350,000, by new issue of up to 4,350,000 shares at NOK 1 per share. Increase of share capital in accordance with the power of attorney is to be carried out in the way and at the time the Board of Directors at any given time finds most appropriate in consideration of the company and the shareholders. The power of attorney may be used one or more times up to the specified amount. A maximum of 20% of the authorized share capital increase may be used for share issue(s) related to share option programs. The power of attorney entitles the Board of Directors to deviate from the shareholders pre-emptive right to new shares pursuant to Section 10-4 of the Public Limited Companies Act. The power of attorney includes merger and de-merger, cf. Sections 13-5 and It shall be possible to use other assets than cash as payment. The Board of Directors establishes the terms of subscription, including the subscription price and makes the required amendments to the articles of association as a consequence of the increase(s) of capital pursuant to the power of attorney. The Board of Directors power of attorney is valid until the Annual Shareholder Meeting in 2013, still maximum for a period of 15 months from today. The Chairman of the Board of Directors Sturla Sand will open the Annual Shareholder Meeting. All shareholders who would like to attend are requested to send notice of this in writing to Comrod Communication ASA no later than Wednesday 25 April Any proxies must be enclosed with the notice. Proxies to the Chairman of the Board of Directors should also be submitted to Comrod Communication ASA no later than 25 April The notice of the general meeting is sent to all shareholders with a known address and is also published on together with the annual report for March 2012 Comrod Communication ASA Sturla Sand Chairman

3 APPENDIX TO GENERAL MEETING ITEM 4 Declaration to the general meeting concerning the setting of salaries and other remuneration for the general manager and other leading personnel. In accordance with the Public Limited Liability Companies Act 6-16a, the board of directors shall draw up a declaration concerning the setting of salaries and other remuneration for the general manager and other leading personnel. This declaration contains guidelines for setting salaries and other remuneration, and lays out the principles and framework of the company s pay policy for managers. 6-16a (3) of the said Act also imposes a provision on the board of directors to give an account of the pay policy for managers that has been applied in the preceding financial year: 1. Main principles of the company s pay policy for managers 1.1 As an international player within its industry, when setting salaries for company managers, Comrod Communication ASA is dependent on offering conditions that can recruit the most competent managers in order to be able to compete in the international senior executive market. The policy of the board of directors, which is aimed at securing the best possible leadership, is to offer salaries which are competitive. 1.2 Salaries at management level shall be competitive in a national market (this can occasionally lead to salaries of managers based abroad exceeding the salary level for similar positions in Norway, and vice versa). 2. Salaries and other benefits Company policy dictates that managers salaries shall principally be paid as a fixed monthly salary that reflects the level of the relevant manager s position and practical experience. Pension plans shall in principle be the same for managers as generally determined for employees in the company, as well as national pension standards. Bonus schemes for the management team shall be partly linked to the company's performance as per scorecard and partly to individual performance as assessed by the board of directors for the CEO and assessed by the CEO for the Company Management. The assessments shall, among other things, take into account the quality of the HSE work in the company, and the results according to the company s HSE statistics. The Board may offer share option schemes to the management team. Share options can be allocated to employees that the board regards as central to adding value to the company. Employees in managerial positions are offered a free company car scheme to the extent this is regarded as required for the employee s work. This currently applies to 11 employees. 3. Pay policy in the preceding financial year (2011) The pay policy for managers in the preceding financial year has been applied in accordance with the principles that are also applicable for Reference is made to that stated above. 4. Processing of this declaration This declaration shall be made accessible to all shareholders on the company s website simultaneously with sending the invitation to the general meeting in the company. This declaration shall be processed by the general meeting, and the said meeting shall hold a consultative reconciliation, where the guidelines may be approved or alternatively rejected. With regard to guidelines on remuneration based on shares and share values (share/share option programmes etc., cf. Public Limited Liability Companies Act 6-16a, first paragraph, third point no.

4 3), these shall be approved by the general meeting, cf. Public Limited Liability Companies Act 5-6 (3). Tau, 28 March 2012 Board of directors in Comrod Communication ASA

5 Nomination from the electoral committee of Comrod Communication ASA 1. The electoral committee The electoral committee consists of Tore J Fjell (chairperson), Morten Bjørnsen and John Steinar Kvitvang. 2. Members of the Board All of the members of the board are up for election. The board members Merete Mostue and Alf C Thorkildsen do not wish to be renominated. The Electoral committee nominates: Sturla Sand (renominated) John S Kvitvang (renominated) Merete Haugli (renominated) Mariann Vågnes Reite (new) Rasmus Nordbø (new) Mariann Vågnes Reite is educated siviløkonom (NHH), 40 years old, and has held positions in different industrial and fish farming companies. Her responsibilities have been finance, control and HR. Mariann Vågnes Reite holds today the position of finance- and administration manager with PatoGen Analyse AS. Rasmus Nordbø is educated bedriftsøkonom (BI), 50 years old, and has held positions in different industrial and trading companies. Rasmus Nordbø heads today the family owned company Brødrene Nordbø, a company with substantial ownership in different local companies like Westcontrol, where Rasmus Nordbø is managing director. Brødrene Nordbø is the second largest owner in Comrod. 3. The electoral committee The chairperson of the electoral committee does not want renomination. The electoral committee nominates the present member of the electoral committee: Morten Bjørnsen as the new chairperson. As new member of the electoral committee the electoral committee nominates the former member of the board: Alf C Thorkildsen The last member of the electoral committee is not up for election.

6 4. Remuneration for the board The electoral committee will suggest the remuneration to the board to be the same as last year: - Chairperson nok - Member of the board nok 5. Remuneration for the electoral committee The electoral committee will suggest that the remuneration to the electoral committee is determined to 10% of the Comrod Communication ASAs remuneration to the board, based on the current annual remuneration to the board: - Chairperson nok - Members of the electoral committee nok 6. Remuneration for the remuneration committee The electoral committee will suggest that the remuneration to the remuneration committee is determined to 5% of the Comrod Communication ASAs remuneration to the board, based on the current annual remuneration to the board: - Chairperson nok - Members of the remuneration committee nok Oslo/Stavanger, 28th of March, 2012 Tore J Fjell, Chairperson Morten Bjørnsen John Steinar Kvitvang

7 ANNUAL GENERAL MEETING IN COMROD COMMUNICATION ASA The annual general meeting in Comrod Communication ASA will be held at 11:00 on Friday 27 April 2012 at Fiskåvegen, 1, 4120 Tau. All shareholders intending to attend the shareholders meeting are requested to send this form to the following address: Comrod Communication ASA, Fiskåvegen 1, NO-4120 Tau, alternatively by fax to fax number: in time to be received by the company no later than Wednesday 25 April 2012 at 16:00. Notice of ordinary shareholders meeting attendance The undersigned will attend the shareholders meeting on and vote on behalf of the following shares: Number of own shares: Other shares pursuant to proxy: Total number of shares: Place, date: Signature: Shareholders name: (BLOCK CAPITALS) If you do not intend to attend the shareholders meeting yourself, the proxy form below may be used by a person you authorize. The company will fill in the name of the Chairman of the Board on any authorized proxy forms that do not name a proxy. The proxy must be sent by mail to: Comrod Communication ASA, Attn. Chairman of the Board Sturla Sand, Fiskåvegen 1, NO-4120 Tau or by fax to fax number: , and must be received by the company no later than Wednesday 25 April 2012 at 16:00. Proxy The undersigned (principal) hereby authorizes (the name of the authorized person in BLOCK CAPITALS) to represent and vote at the ordinary shareholders meeting in Comrod Communication ASA on for the undersigned shares. Place, date: Signature: Shareholder s name: (BLOCK CAPITALS)