Bouvet ASA. Notice of Extraordinary General Meeting

Transcription

1 Bouvet ASA Notice of Extraordinary General Meeting The Extraordinary General Meeting will be held on Thursday 28th of November 2013 at 10:00 at the Bouvet office in Sandakerveien 24C, entrance D11, Oslo. On the agenda is: 1. Opening of the General Meeting by the Chairman of the Board, including register of participating shareholders, in person or by proxy. 2. Appointment of a Chairperson for the meeting and a person to countersign the minutes. 3. Approval of Notice and Agenda. 4. Election of new member to the Board of Directors Oslo, 7th of November 2013 Åge Danielsen, Chairman of the Board Bouvet ASA has a share capital of NOK distributed on shares, each with a nominal value of NOK 1,00. Each share carries one vote at the company s General Meetings. The shareholders have the right to attend the General Meeting, either in person or by proxy. The shareholders have the right to be accompanied by an advisor and give such advisor the right to speak. Shareholders who wish to be represented by a proxy must deliver a dated and signed proxy form. Enclosures: 1) Registration form / Proxy form 2) The Board of Directors proposed resolutions under item 4 on the agenda 3) Recommendations from the Nomination Committee. Shareholders who wish to participate in the Extraordinary General Meeting are requested to send the enclosed attendance or proxy form to Nordea Bank Norge ASA, Verdipapirservice, Postboks 1166 Sentrum, 0107 Oslo (Fax number: ) so that it is received at the latest 26th November 2013 by 15:00 hours. 1

2 Enclosure 1 xxxxx (KI Ident) Shareholders full name Address Ref.nr. PIN (Internet registration) The Extraordinary General Meeting of Bouvet ASA will be held on Thursday 28th of November 2013 at 10:00 am CET at the Bouvet office in Sandakerveien 24C, entrance D11, Oslo, Norway REGISTRATION FORM Bouvet ASA Extraordinary General Meeting (EGM) Notice that you wish to attend the EGM may be given with this registration form. Registrations must be received by Nordea Bank Norge ASA no later than 26th of November 2013 at 3 pm CET. Address: Nordea Bank Norge ASA, Issuer Services, P.O.Box 1166 Sentrum, N-0107 Oslo, Norway. Fax: You may also register over the Internet at within the same date and time (not to be used when giving proxy). Admission cards and voting material will be distributed at the EGM. The undersigned will attend the EGM of Bouvet ASA Thursday 28th of November 2013 and (Please tick) Ref nr Shareholders name Address Vote for my/our shares Vote for other shares in accordance with the enclosed authority (ies) Date Shareholder s signature 2

3 PROXY FORM Bouvet ASA Extraordinary General Meeting (EGM) If you cannot personally attend the EGM, you may appoint a Proxy by using this Proxy Form. You are requested to send this form in time for it to be received by Nordea Bank Norge ASA no later than 26th of November 2013 at 3 pm CET. Address: Nordea Bank Norge ASA, Issuer Services, P.O.Box 1166 Sentrum, N-0107 Oslo, Norway. Fax: The undersigned hereby declares: (Please tick one) Chairman of the Board Åge Danielsen Ref nr Shareholders name Address Proxy s name (capital letters) - as proxy with the authority to attend and vote for my/our shares at Bouvet ASA s Extraordinary General Meeting on Thursday 28th of November If the proxy is submitted without stating the name of the proxy, the proxy will be deemed to have been given to the Chairman of the Board. If this proxy is given by signatory powers, please attach a Certificate of Registration. The votes shall be cast in accordance with the instructions below. If the alternatives below are not ticked off, this will be deemed to be an instruction to vote in favour of the proposals in the notice. ITEM In favour Against Abstain At the Proxy s discretion 3. Approval of Notice and Agenda 4. Election of members to the Board of Directors Date Shareholder s signature 3

4 ENCLOSURE 2: THE BOARD OF DIRECTORS PROPOSED RESOLUTIONS UNDER ITEM 4 ON THE AGENDA: ITEM 4 ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS In accordance with the recommendation from the Nomination Committee, the Board of Directors proposes that the General Meeting passes the following resolutions: The number of shareholder-elected Directors is increased from 4 (four) to 5 (five) by electing Mr. Egil Christen Dahl as new Director supplementing the Board of Directors elected at the Annual General Meeting on May 13 th The Board of Directors hereby consists of the following shareholder-elected members for the period up to the Ordinary General Meeting in 2015: Åge Danielsen - Chairman Randi Helene Røed - Vice Chairman Grethe Høiland - Board member Ingebrigt Steen Jensen - Board member Egil Christen Dahl - Board member 4

5 ENCLOSURE 3: RECOMMENDATION FROM THE NOMINATION COMMITTEE TO THE EXTRAORDINARY GENERAL MEETING IN BOUVET ASA NOV 28TH 2013 The Nomination Committee in Bouvet ASA was elected by the Annual General Meeting on May 10 th 2012 for the period ending at the Annual General Meeting in 2014 and consists of: Ingvild Myhre - leader John Harald Henriksen - member Bjarte Gudmundsen - member Since the Annual General Meeting on May 13 th 2013, the Board of Directors has consisted of the following shareholder elected directors: Åge Danielsen - Chairman Randi Helene Røed - Vice Chairman Grethe Høiland - Board member Ingebrigt Steen Jensen - Board member All members of the Board of Directors were appointed for a period until the Annual General Meeting in The Nomination Committee has been contacted by a group of shareholders representing a substantial ownership in the Company. The group of shareholders suggests that the number of shareholder elected directors is increased from 4 (four) to 5 (five), by electing Mr. Egil Christen Dahl as new Director supplementing the Board of Directors elected at the Annual General Meeting on May 13 th Mr. Egil Christen Dahl s CV is attached to this proposal. The Nomination Committee endorses the suggestion of the group of shareholders, and proposes the following composition of shareholder elected Directors for the period until the Annual General Meeting in 2015: Åge Danielsen - Chairman Randi Helene Røed - Vice Chairman Grethe Høiland - Board member Ingebrigt Steen Jensen - Board member Egil Christen Dahl - Board member (new) The Nomination Committee notes that the composition of the proposed Board of Directors complies with recommendations and requirements pertaining to continuity, independence, professional competence (including qualifications for establishing an Audit Committee) and gender diversity. Oslo, November 7th 2013 Ingvild Myhre Leader of the Nomination Committee 5

6 Curriculum Vitae Name: Egil Christen Dahl Born: May 4 th, 1968 Marital status: Living partner, two children Adresss: Seterveien 14 D, 1162 Oslo, Norway Telephone: Education: Exchange student, Shades Valley High School Birmingham, Alabama USA Officer school in the Norwegian army Studies at the Norwegian Business School - BI PPL-A (Private Pilot- Aeroplane) Work experience: Sergeant and tank commander in the Norwegian army Franchisee and dealer, 7-eleven Founder, CFO, Chairman and 50% owner of Platekompaniet AS 2008-dd The shares were sold in January Platekompaniet AS is the largest retailer of CD s, DVD s and videogames in Norway Private investor and owner of Vevlen Gård AS, an investment company Directorships: 2004 dd Chairman Vevlen Gård AS 2008-dd Board member Alliance i Sentrum AS dd Board member Kagge Forlag AS Languages: Norwegian, English 6