Notice of Annual General Meeting of Shareholders

Transcription

1 Notice Annual General Meeting Shareholders Notice is hereby given that Annual General Meeting ( Annual General Meeting ) Prosafe SE ( Company ) will be held at Company's registered fice on 13 May 2015 at 9 a.m. Cyprus time at 126 Stadiou Street, 6020 Larnaca, Cyprus for following purposes: 1. Election chair meeting. 2. Approval notice meeting and agenda. 3. Approval report Board Directors. 4. Approval annual financial statements for year ended 31 December Approval report auditors on annual financial statements for year ended 31 December Approval a syntic option scheme. 7. Election Directors. 8. Approval remuneration Directors. 9. Election members Election Committee. 10. Approval remuneration members Election Committee. 11. Appointment KPMG Limited as new auditors Company. 12. Approval remuneration previous auditors Ernst & Young Cyprus Limited. 13. Authorisation Board Directors to implement acquisition by Prosafe SE up to 10% issued shares Prosafe SE. 14. General authorisation to issue and allot shares and to disapply shareholders pre-emption rights. 14 a) Authorisation to issue and allot shares Company for i) a private placing in connection with an acquisition by Prosafe SE any business or asset relevant to Company s current business and/or ii) a cash issue, provided that total number ordinary shares Company which may be issued and allotted shall not exceed 23,597,305 ordinary shares. 14 b) Provided that this Annual General Meeting votes in favour 14 a), Board Directors proposes that Annual General Meeting also disapplies existing shareholders' pre-emption rights when it comes to following part resolution proposed under 14 a) ii) a cash issue. 15. Disapplication pre-emption right to issue convertible bonds and authorisation to issue and allot up 23,597,305 ordinary shares Prosafe SE to holders convertible bonds issued by Company. 16. Approval amendments to Articles Association Company (please refer to additional information re agenda). 17. Approval reduction notice period for convening an extraordinary General Meeting

2 Pursuant to Article 127B Cyprus Companies Law Cap. 113 a shareholder or shareholders holding at least 5% issued share capital representing at least 5% voting rights all shareholders entitled to vote at meeting may propose a) an issue or a resolution to be added to agenda at least 42 days before date Annual General Meeting and b) a proposed resolution for an issue on agenda eir by post to Prosafe SE, 126 Stadiou Street, 6020 Larnaca, Cyprus, Attn: Wenche Rommetvedt Fjose, or by to wenche.fjose@prosafe.com. Pursuant to Article 128C Cyprus Companies Law Cap. 113 a shareholder may ask questions regarding items on agenda. The Company has issued and allotted 235,973,059 ordinary shares, and each share confers right to one vote at Company s General Meeting. In order to be entitled to vote at Annual General Meeting a shareholder must be registered as legal owner shares in register shareholders Company with Norwegian VPS as 11 May Shareholders who wish to attend meeting must notify Company ir intention to attend by 9 a.m. Cyprus time on 11 May 2015 by returning enclosed form. A shareholder entitled to attend and vote at Annual General Meeting eir in person or by proxy is requested to complete notice attendance or proxy form attached in Appendix 4 and return it (toger with any supporting documents) by regular mail or by 9 a.m. Cyprus time on 11 May, in accordance with instructions set out in Appendix 4. A proxy need not be a shareholder company. This notice, its appendices and Company s Articles and Memorandum Association are also available in PDF format on Company's website at from date this notice. Appendices: 1. Annual General Meeting 13 May 2015 additional information re agenda including wording draft resolutions on items 13 to 17 inclusive (special business). 2. Recommendations Election Committee and report. 3. Notice attendance at Annual General Meeting / Proxy. 4. Detailed voting instructions. The Annual Report Company for financial year ended 31 December 2014, which includes set financial statements, Directors report and Auditors report, shall be available from 10 a.m. on 14 April 2015 on Company s website and will be also available in hard copy form at Company s registered fice, 126 Stadiou Street, 2 nd floor, 6020 Larnaca, Cyprus during normal working hours or upon request from Wenche Fjose, by telephone , fax or by wenche.fjose@prosafe.com. 2/2 By order Board Elena Hajiroussou Secretary 14 April 2015

3 Appendix pendix 1 Annual General Meeting 13 May 2015 additional information on re agenda Item 6 Approval proval a syntic option o scheme Details as to remuneration executive management is contained in note 7 to annual report for 2014, which h is supplemented by proposal posal set out below In 2011, Board Directors implemented mented a long-term incentive scheme comprising both bonus payments related to specific ic targets and a limited amount capped syntic options for certain management n and senior positions within i Prosafe Group. The program included a period including In current situation, Board Directors considers existing long-term incentive scheme e inefficient. ficient. Therefore Board Directors proposes a new long-term incentive scheme ( New Scheme ) to replace existing scheme, implemented in The New Scheme proposed by Board Directors, will contain following key elements: To be awarded to executive management, senior management ment or or key individuals dua who are central to running and value development business (collectively Members New Scheme ); The New Scheme will be used as mechanism for aligning interests shareholders holders and Members New Scheme; Syntic options to be awarded based on average closing share price for first five trading days after Annual General Meeting in May 2015; The syntic options to be capped ped at a share return 100%, after adjusting for dividend payments in option period; The option period will comprise a three year vesting period and a one year exercise period; Net gains after tax following option exercise to be invested in Prosafe shares; Total maximum cost New Scheme, excluding any taxes and fees incurred by Prosafe Group in relation to New Scheme, will be circa USD 5 million; The New Scheme to be implemented mented by Board Directors at Board s discretion in line with above principles. The proposed resolutions are as follows: The General Meeting approves syntic option scheme as set out in 2015 Notice Annualnual General eral Meeting ( New Scheme ). e ) The Board Directors Prosafe SE is authorised to implement New Schemee at its discretion ion including ing any furr terms and conditions ions as are reasonable in circumstances. Item 13 Authorisation to acquire own shares In 2014 Annual General Meeting authorised Board Directors to acquire its own shares for a period 12 months from 28 May The Board Directors proposes that this Annual nual General Meeting eting renews e authorisation as follows: l ows: The Board Directors Prosafe SE is authorised to implement acquisition by Prosafe SE up to 10% issued shares Prosafe SE at a purchase price to be determined by Board Directors but not exceeding NOK 55 per share This authorisation is valid for 12 months from 13 May OF 6

4 Item 14 General authorisation to issue and allot shares and proposal to disapply shareholders pre-emption rights 14 a) general authorisation In 2014 Annual General Meeting authorised Board Directors to issue and allot shares for purpose i) a private placing by using shares in Company as consideration and ii) a cash issue, for a period 12 months from 28 May The Board Directors proposes that General Meeting revokes existing authorisation and authorises Board Directors to issue up to 23,597,305 ordinary shares Company in total. The Board proposes to restrict authorisations in Item 14 (general authorisation) and Item 15 (authorisation to issue shares for purpose conversion convertible bond loans) so as not to exceed in aggregate, 10% issued share capital Company. The proposed wording general authorisation is as follows: The existing authorisation to Board Directors Prosafe SE to issue and allot 23,597,305 shares for purpose i) a private placing by using shares in Prosafe SE as consideration and ii) a cash issue that was given at Annual General Meeting held on 28 May 2014 is hereby revoked. The Board Directors Prosafe SE is authorised to issue and allot up to 23,597,305 ordinary shares Prosafe SE in accordance with Articles Association Prosafe SE. The authorisation is restricted so that number shares to be issued under this authorisation and authorisation to issue and allot shares for purpose conversion convertible bonds in aggregate cannot exceed 23,597,305 shares. The authorisation may be used for purpose i) a private placing by using shares in Prosafe SE as consideration in connection with an acquisition by Prosafe SE any business or asset relevant to Prosafe SE s current business or ii) a cash issue. The Board Directors may determine all terms subscription, including without limit subscription price. This authorisation is valid for 12 months from 13 May b) proposal to disapply shareholders' pre-emption rights Provided that Annual General Meeting votes in favour Item 14 a) in Voting Instructions, Board Directors proposes that Annual General Meeting also excludes existing shareholders' pre-emption rights to subscribe for new shares pursuant to Section 60B Companies Law, Cap 113, in event authorisation being granted in respect a cash issue as proposed under Item 14 a) Voting Instructions. This proposal is subject to a separate vote. The reasons for proposing to exclude pre-emption rights are that Company's management and Board Directors constantly consider new business opportunities for benefit Company and shareholders. In many cases time is essence and new capital has to be raised on short notice. An ordinary share issue that shall observe pre-emption rights will take approximately 3 weeks and may in some cases not provide Company necessary flexibility to complete a share issue in most optimal way The Board Directors refore believe that disapplication pre-emption rights in such circumstances may benefit Company and its shareholders. 2 OF 6

5 If Item 14 b) is approved, exclusion shareholders' pre-emption rights will be included in authorisation to issue shares in Item 14 a), and wording authorisation will be as follows: The existing authorisation to Board Directors Prosafe SE to issue and allot 23,597,305 shares for purpose i) a private placing by using shares in Prosafe SE as consideration and ii) a cash issue that was given at Annual General Meeting held on 28 May 2014 is hereby revoked. The Board Directors Prosafe SE is authorised to issue and allot up to 23,597,305 ordinary shares Prosafe SE in accordance with Articles Association Prosafe SE. The authorisation is restricted so that number shares to be issued under this authorisation and authorisation to issue and allot shares for purpose conversion convertible bonds in aggregate cannot exceed 23,597,305 shares. The authorisation may be used for purpose i) a private placing by using shares in Prosafe SE as consideration in connection with an acquisition by Prosafe SE any business or asset relevant to Prosafe SE s current business or ii) a cash issue. The Board Directors may determine all terms subscription, including without limit subscription price. This authorisation is valid for 12 months from 13 May The existing shareholders' pre-emption rights to subscribe for new shares be and are hereby disapplied by Annual General Meeting. Item 15 Disapplication pre-emption right to issue convertible bonds and authorisation to issue and allot shares to holders convertible bonds The Board Directors always works to increase number sources capital available to Company in order to ensure that capital can be raised in most cost effective way when deemed necessary. Convertible bonds may in certain cases provide access to capital in a way which may be value enhancing for shareholders Company. The Board Directors is opinion that it will increase Company's flexibility to raise new capital for new business projects or general corporate purposes if Board Directors has authority to issue convertible bonds. The Board Directors has authority to enter into loan agreements and to issue bonds. However, an issue convertible bonds is subject to pre-emption rights shareholders unless this right is disapplied by resolution shareholders. It is proposed that pre-emption right shareholders to issue convertible bonds is disapplied because in many cases time is essence and new capital has to be raised on short notice. Observing preemption rights may in some cases, not provide Company with necessary flexibility to issue convertible bonds within timeframe required to finance emerging business opportunity. Therefore Board Directors requests that pre-emption rights are disapplied in se circumstances as Board believes that this may benefit Company and its shareholders. Furr, Board Directors must have sufficient authorisation to issue new shares corresponding to loan amount for purpose conversion convertible bonds, both at maturity and in case early redemption if permitted by terms issue convertible bonds. A specific authorisation to issue shares to holders convertible bonds, valid for five years, was resolved by Annual General Meeting in This authorisation has not been used. In order to ensure that authorisation will be valid for entire loan period a potential bond loan, Board Directors proposes that General Meeting revokes existing authorisation and grants a new authorisation for maximum period permitted by law (i.e. five years). 3 OF 6

6 The proposed resolutions are as follows: The existing authorisation to issue and allot up to 23,597,305 ordinary shares Prosafe SE for purpose issuing new shares to holders convertible bonds that was given at Annual General Meeting held on 28 May 2014 is hereby revoked. The pre-emption rights shareholders to issue convertible bonds be and is hereby disapplied. The Board Directors Prosafe SE is authorised to issue and allot ordinary shares Prosafe SE for purpose conversion convertible bonds provided that total number shares to be issued under this authorisation and authorisation in item 14 minutes Annual General Meeting held on 13 May 2015 shall not exceed 23,597,305 ordinary shares. This authorisation is valid for 5 years from 13 May Item 16 Approving amendments to Articles Association Company The Company would like to encourage its shareholders to exercise ir rights by participating and voting at general meetings. The Company believes that proposed amendment to Articles Association introducing electronic participation and voting, including advance voting, will increase shareholder participation. The implementation proposed procedures are subject to Board Director's decision and instructions because re should be a satisfactory technical solution supporting procedures, and a method ensuring proper auntication shareholder. The Board Directors proposes that Articles Association are amended as follows: 16 a) Deletion and replacement Articles 29, 31 (not 31.1), 34, 40, 43 and 46 Articles Association Articles 29, 31, (not 31.1) 34, 40,43 and 46 Artcles Association Company shall be deemed deleted and replaced by following Articles: Article 29: To extent permissible by applicable law, general meetings, annual and extraordinary, may be held through a telephone, visual, audio and/or any or electronic means and/or modes communication, including any mode real time transmission or real time two way communication, enabling participants to address general meeting from a remote location or orwise. The use electronic means pursuant to Law may be subject only to such conditions and restrictions as are necessary to ensure identity those participating and security electronic communication and only to extent that such conditions and restrictions are proportionate to achieving those objectives. Article 31: An annual General Meeting and a meeting called for passing a special resolution shall be called by twenty-one days' notice in writing at least, and a meeting Company or than an annual General Meeting or a meeting for passing a special resolution shall be called by fourteen days' notice in writing at least. The notice shall be exclusive day on which it is served or deemed to be served and day for which it is given. The notice meeting shall specify such information as is required by applicable law and any additional information as decided from time to time by Board Directors. The notice shall be given in any manner permissible by applicable law 4 OF 6

7 to such persons as are, under Regulations Company or pursuant to applicable law, entitled to receive such notices from Company. For avoidance doubt, such notice shall be issued free charge, in a manner ensuring fast access to it on a non-discriminatory basis, using such media as may reasonably be relied upon for effective dissemination information to public throughout member states, including publication on Company s website, publication in financial press and communication to last stated e- mail account each shareholder and shall include all necessary information as per section 127 A Law. Article 34: Any number Members present in person or participating, as provided for in Article 29 above, including by proxy, and entitled to vote upon business to be transacted, shall be a quorum. Article 40: Each Member may attend and vote in person or by proxy and, where Member is a corporation, by a duly authorised representative at meetings Members. Every Member present in person or by proxy is entitled to one vote for every share which he is holder. When two or more persons hold same share jointly, more senior Member, which seniority is determined by order in which name Member stands in Register Members, may vote joint share to exclusion or joint holders. Each Member, wher an individual or a corporation, may cast his, her or ir vote by electronic means, as included in notice to General Meeting. Provided furr that, to extent permissible by applicable law, electronic means voting mechanism established shall not be taken to oblige any Member to be physically present at meeting nor to appoint a proxy to be physically present at meeting. Provided also that, to extent permissible by applicable law, where a Member casts his, her or ir vote both by electronic means and by any or means or mode, as included in notice to General Meeting, last instruction that Company shall receive by such a Member shall be one that shall be counted towards his, her or ir vote. In event where a Member who has already cast his, her or ir vote by electronic means and/or by any or means or mode before General Meeting, and n attends meeting in person or by proxy, vote which shall count will be that given by her, him or m or by ir proxy at meeting. Article 43: In case joint holders vote senior who tenders a vote, wher in person or through a telephone or or telecommunication connection or by proxy, or by electronic means, as included in notice to General Meeting, shall be accepted to exclusion votes or joint holders; and for this purpose, seniority shall be determined by order in which names stand in Register Members. Article 46: Votes may be given eir personally or through a telephone or or telecommunication connection or by proxy, or, by electronic means as included in notice to General Meeting. 16 b) Addition a new Article in Articles Association The following new Article shall be deemed added to Articles Association Company: Article 32 A: A Member present, eir in person or by proxy, at any meeting Company or holders any class shares Company, or who casts a vote eir before or at a meeting Company, shall be deemed to have received notice meeting and, where requisite, purposes for which it was called. 5 OF 6

8 Item 17 Approval reduction notice period for convening an extraordinary General Meeting Pursuant to certain amendments to Cyprus Companies Law, General Meeting must approve reduction notice period for convening a General Meeting, or than an annual General Meeting or meeting at which a special resolution is being proposed, to fourteen days. There may be situations where Company would need to obtain swift approval from shareholders in an extraordinary General Meeting and it is regarded as being in Company s and shareholders common interest for notice period to be reduced to fourteen days. Accordingly, following resolution is proposed: The notice period for convening an extraordinary General Meeting, or than one at which a special resolution is proposed, is hereby reduced to 14 days. 6 OF 6

9 Appendix 2 Election Committee Report and Recommendations 2015 Prosafe SE Annual General Meeting ( AGM ) Prosafe SE ( Prosafe ) established an Election Committee at AGM held on 5 th May The Election Committee currently comprises following individuals: Thomas Raaschou - chair, due for re-election in 2015 Erling Ueland - member, due for re-election in 2015 None members Election Committee are employees Prosafe or members Board Directors (BoD) Prosafe. The main duties Election Committee are to evaluate and submit a recommendation to AGM on following matters: Nominees for election as members BoD Prosafe and Chair BoD Nominees for election as members Election Committee and Chair Election Committee The proposed remuneration BoD and members Election Committee The Committee held 11 meetings in 2014 to discuss Board self-evaluation, Board composition and recruitment, Director elections, Election Committee work and composition, Election Committee member elections, Director and Election Committee remuneration, and length appointment both Board Directors and members Election Committee. In addition, Committee has held meetings and discussions with shareholders, current Directors, senior executives and with potential candidates. The Committee has ensured that re has been ample opportunity for all shareholders and ors to nominate Directors. In its work, Election Committee has emphasized that Board s composition reflects a variety experience, knowledge and qualifications. This strengns Board s ability to complement, challenge and supervise management Company. Furr detailed background for each Board Directors can be found at For Prosafe s AGM on 13 th recommendations: May 2015, Election Committee makes following 1. Election members for Board Directors The following Directors were elected to Prosafe Board, by shareholders at AGMs in May 2013 and in May 2014: Ronny Johan Langeland chair, due for re-election in 2016 Christian Brinch deputy chair, due for re-election in 2015 Nancy Ch. Erotocritou director, due for re-election in 2016 Tasos Ziziros director, due for re-election in 2016 Roger Cornish director, due for re-election in 2015 Carine Smith Ihenacho director, due for re-election in

10 In opinion Election Committee, term appointment for members BoD and Election Committee should be changed from two years to one year as standard term period. This will ensure increased flexibility and also align Prosafe with common accepted principles for good corporate governance. Accordingly, Election Committee recommends re-election Christian Brinch, Roger Cornish, and Carine Smith Ihenacho for a period one year. Assuming re-election Christian Brinch, Roger Cornish, and Carine Smith Ihenacho at AGM to be held on 13th May 2015, Board will n comprise following individuals: Ronny Johan Langeland chair, due for re-election in 2016 Christian Brinch director, due for re-election in 2016 Roger Cornish director, due for re-election in 2016 Carine Smith Ihenacho director, due for re-election in 2016 Nancy Ch. Erotocritou director, due for re-election in 2016 Tasos Ziziros director, due for re-election in Determination remuneration Board Directors The Directors remuneration for 2014 was decided by AGM in May 2014 as follows: Chair: EUR 105,000 Deputy chair: EUR 80,000 Directors (each): EUR 65,000 For any Director not living in Cyprus, re is an additional remuneration EUR 1,500 for each meeting. The Election Committee recommends that remuneration for Directors remains unchanged, with effect from AGM, as follows: Chair: EUR 105,000 Deputy chair: EUR 80,000 Directors (each): EUR 65,000 The suggested remuneration reflects : - level responsibility, - amount work and time consumed, - Company's need to attract quality directors, - level for similar duty in similar markets and companies, - candidates expectations. For any Director attending a Board meeting outside his/her country residence, Election Committee proposes that remuneration for each meeting EUR 1,500, remains at same level as in

11 3. Election members for Election Committee The Election Committee has evaluated current composition Committee. In process, Committee has taken into account need for a Committee which has a good understanding general requirements Company s BoD, taking into account strategic, financial, managerial and industry issues. The Committee recommends re-election Erling Ueland and Thomas Raaschou for a period one year. It is proposed that Thomas Raaschou is elected Chair Election Committee. 4. Determination election committee members remuneration The remuneration for Election Committee members which is recommended, with effect from AGM remains unchanged and is as follows: Chair and member: EUR 8,500 each The recommendations are unanimous. Oslo, 24 March Thomas Raaschou Erling Ueland Chair 3 3

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13 Appendix 3 If you plan to attend Annual General Meeting, please send this notification to Prosafe SE, 126 Stadiou, 6020 Larnaca, Cyprus, Attn: Wenche Rommetvedt Fjose, by 11 May 2015 at 9 a.m. Cyprus time (fax no , wenche.fjose@prosafe.com). NOTICE OF ATTENDANCE AT THE ANNUAL GENERAL MEETING The undersigned shareholder in Prosafe SE will attend Annual General Meeting on Wednesday 13 May 2015 at 9 a.m. Cyprus time at company's premises at 126 Stadiou, 6020 Larnaca, Cyprus. I will vote for following shares: Own shares: Or shares according to enclosed power attorney:... shares... shares Total:... shares... (place and date)... (signature)... (name, typed)... (address, typed) This notice attendance must be dated and signed If you are unable to attend Annual General Meeting, this proxy can be used to appoint a representative by sending it to Prosafe SE, Attn: Wenche Rommetvedt Fjose, by 11 May 2015 at 9 a.m. Cyprus time (fax no wenche.fjose@prosafe.com). PROXY I/We,...,..., being a member/members abovenamed company, hereby appoint......, or failing him/her Mr. Ronny Johan Langeland, as my/our proxy to vote for me/us or on my/our behalf at Annual General Meeting company to be held on Wednesday 13 May 2015, and at any adjournment re. Number shares: Signed this... day The proxy will vote as he/she thinks fit.* / The proxy is instructed to vote as per attached detailed voting instructions*. *Delete as required.... (signature)... (name, typed)... (address, typed) This proxy must be dated and signed 1 1

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15 Appendix 4 Annual General Meeting Prosafe SE 13 May Voting instructions To be sent to Prosafe SE, 126 Stadiou, 6020 Larnaca, Cyprus, Attn: Wenche Rommetvedt Fjose, by 11 May 2015 at 9 a.m. Cyprus time (fax no or wenche.fjose@prosafe.com). Resolution For Against Abstain Proxy to vote as he deems fit 1. Election chair meeting 2. Approval notice meeting and agenda 3. Approval report Board Directors 4. Approval annual financial statements for year ended 31 December Approval report auditors on annual financial statements for year ended 31 December Approval syntic option scheme as set out in 2015 Notice Annual General Meeting ( New Scheme ). Authorisation to implement New Scheme at Board Directors discretion including any furr terms and conditions as are reasonable in circumstances. 7. Election Directors Christian Brinch for a period one year Roger Cornish for a period one year Carine Smith Ihenacho for a period one year 8. Approval remuneration Directors 9. Election members Election Committee 10. Approval remuneration members Election Committee 11. Appointment KPMG Limited as new auditors Company. 12. Approval remuneration previous auditors (USD 298,000 audit fees and USD 34,000 fees for or services). 13. Authorisation Board Directors to implement acquisition by Prosafe SE up to 10% issued shares Prosafe SE at a purchase price to be determined by Board Directors but not exceeding NOK 55 per share. The authorisation shall be valid for 12 months from 13 May

16 Resolution For Against Abstain Proxy to vote as he deems fit 14a. Revocation existing authorisation to Board Directors to issue and allot shares for purpose a private placing and a cash issue. Authorisation Board Directors Prosafe SE to issue and allot up to 23,597,305 ordinary shares Prosafe SE in accordance with Articles Association Prosafe SE. The authorisation may be used for purpose i) a private placing by using shares in Prosafe SE as consideration in connection with an acquisition by Prosafe SE any business or asset relevant to Prosafe SE s current business or ii) a cash issue. The Board Directors may determine all terms subscription, including without limit subscription price. The authorisation shall be valid for 12 months from 13 May b. Provided that General Meeting votes in favour item 14a, Board Directors proposes that General Meeting also disapplies existing shareholders' preemption rights in respect 14a. ii) a cash issue. 15. Revocation existing authorisation to Board Directors to issue and allot shares for purpose conversion convertible bond loans. The pre-emption right shareholders to issue convertible bonds to be disapplied. Authorisation Board Directors Prosafe SE to issue and allot ordinary shares Prosafe SE for purpose conversion convertible bonds provided that total number shares to be issued under this authorisation and under authorisation in item 14a. shall not exceed 23,597,305 ordinary shares. The authorisation shall be valid for 5 years from 13 May Approval amendments to Articles Association Prosafe SE (please refer to additional information re agenda). 17. Approval reduction notice period for convening an extraordinary General Meeting... (signature)... (name, typed)... (number shares)... (address, typed) 2 2