MINUTES FROM THE GENERAL MEETING IN NORSKE SKOGINDUSTRIER ASA

Transcription

1 MINUTES FROM THE 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 14 April 2011 at 11:00. Item 1 Opening of the meeting by the chair of the corporate assembly and registration of the attending shareholders Pursuant to Section 8 of the articles of association, the annual general meeting was lead by the chair of the corporate assembly, Tom Ruud. The board members present were Eivind Reiten (chair), Gisèle Marchand (deputy chair), Alexandra Bech Gjørv, Paul Kristiansen, Inge Myrlund, Svein-Erik Veie and Ingrid Wiik. Halvor Bjørken and Helge Evju had given notice of their absence. The election committee members present were Tom Ruud (chair) and Ole H. Bakke. Kirsten Idebøen and Otto Søberg had given notice of their absence. The company s auditor, Erling Elsrud, was also present. In addition, the president and CEO and members of the corporate management were present. 65 shareholders and shareholder proxies were present, representing shares out of a total of voting shares, corresponding to 42.42% 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. A total of shares had given authority with a limited mandate to abstain from voting. Item 2 Election of two people to sign the minutes 1/9

2 The chair of the meeting proposed that Ragnhild Borchgrevink and Ola Haugan be elected to sign the minutes together with the chair. There were no other proposals. Ragnhild Borchgrevink and Ola Haugan 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 chair of the meeting proposed that items 4, 5 and 6 be discussed as one item, butt hat they be voted on separately following the discussion. The same applies for items 9 and 10, and for items 11 and 12. There were no other proposals regarding the procedure, and the general meeting took the chair of the meeting s proposal under advisement. The general meeting approved the notice of the meeting, the agenda and the chair of the meeting s proposed discussion procedure. The resolution was unanimous. A total of shares had given authority with a limited mandate to abstain from voting. The general meeting was then declared lawfully in session. Item 4 Approval of the financial statements and report of the board of directors for 2010 for Norske Skogindustrier ASA and the group The chair of the board, Eivind Reiten, gave an account of the main events in 2010, and the company s general strategy and priorities. The president and CEO, Sven Ombudstvedt, presented information on the financial statements for 2010, and the 2/9

3 company s operations and activities. The auditor s report dated 2 March 2011 was presented by the company s auditor, Erling Elsrud. In accordance with prevailing legislation, the board of directors and the president and CEO made the following declaration on 2 March 2011 regarding the financial statements for 2010: 1. We declare, in good faith, that the financial statements for the period 1 January to 31 December 2010 have been prepared in accordance with prevailing accounting standards, and that the information in the financial statements gives a true and fair view of the company s and group assets, debt, financial position and result as a whole. 2. We also declare that the report of the board of directors provides a true and fair view of the development, results and position of the company and the group, together with a description of the key risks and uncertainty factors faced by the company and the group. In its statement of 10 March 2011, the corporate assembly recommended that the board of directors proposal for the coverage of the los be approved by the general meeting: 1. The corporate assembly recommends that the general meeting approve the board of directors proposed income statement and balance sheet for 2010 for Norske Skogindustrier ASA and the group, and approve the board s proposal for coverage of the loss. 2. The corporate assembly will take the board of directors declaration regarding guidelines for setting executive salaries under advisement. 1. The annual financial statements presented for 2010 for Norske Skogindustrier ASA and the group were approved. 2. The report of the board of directors for 2010 was approved. The resolution was unanimous. Item 5 Coverage of the loss for /9

4 The board of directors have recommended to the general meeting that no dividend should be disbursed for the fiscal year In accordance with the recommendation from the corporate assembly, the general meeting approved the board of directors proposal for coverage of the loss in Norske Skogindustrier ASA. The resolution was unanimous. Item 6 The board s declaration on salary and other remuneration for executive employees The general meeting approved the guidelines for awarding of shares, subscription rights, options and other forms of remuneration linked to the share or development of the share price of Norske Skog. The board of directors declaration is included in Note 13 to the annual financial statements for Norske Skogindustrier ASA. 1. The general meeting took under advisement the board of directors declaration for the coming fiscal year 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 28 shares, which had submitted Item 7 Determination of remuneration to the members of the corporate assembly 4/9

5 The chair of the meeting and chair of the election committee, Tom Ruud, briefly presented the election committee s recommendation. In accordance with the general meeting s past resolutions, most recently 22 April 2010, the fee for the chair of the corporate assembly is NOK per year. The members of the corporate assembly, the election committee, and the remuneration committee (including observers and deputy members) receive NOK in remuneration per meeting. Meeting expenses are covered in accordance with standard government rates.. The remuneration committee unanimously recommended to the general meeting that the fees be increased somewhat during the coming year. There were no further proposals. 1. With effect from 14 April 2011, the remuneration to the chair of the corporate assembly is set at NOK per year. The remuneration covers meetings with the election committee, the remuneration committee and other meetings the chair of the corporate assembly participates in. 2. With effect from 14 April 2011, the remuneration to other members of the corporate assembly, members of the election committee and members of the remuneration committee is increased to NOK per meeting day. 3. Coverage of travel expenses and per diem is in accordance with standard government rates. The resolution was made against the votes of 28 shares, which had submitted Item 8 Approval of the auditor s remuneration The auditor s letter of 2 March 2011 regarding the auditor s remuneration for 2010 for the parent company of NOK was presented. The total audit fee, 5/9

6 including fees for other services for the group in 2010 was NOK 16.5 million, of which NOK 7.7 million was fees for other services.. The auditor s remuneration for 2010 for Norske Skogindustrier ASA of NOK was approved. The resolution was made against the votes of shares, which had submitted Item 9 Election of members and deputies to the corporate assembly The chair of the election committee, Tom Ruud, accounted for the election committee s unanimous recommendation. The election committee proposed (the previous term of office and year of election are shown in parenthesis): 1. Re-election of: Emil Aubert (1999), Ragnhild Borchgrevink (2010), Maalfrid Brath (2010), Ann Kristin Brautaset (2004), Jens Nicolai Jenssen (2010), Even Mengshoel (2008), Tom Ratkhe (2008), Tom Ruud ( , 2006), Karen Helene Ulltveit-Moe (2008) and Olav Veum (2010). 2. Proposed new members: Maria Moræus Hanssen (2011) (currently a deputy member) and Helge Leiro Baastad (2011). 3. Shareholder-elected deputy members (in order of election): 1. Aud Lysenstøen (2011), 2. Knut Aas (2011), 3. Henrik A. Christensen (2010). No other proposals were made. 1. Re-election of: Emil Aubert (1999), Ragnhild Borchgrevink (2010), Maalfrid Brath (2010), Ann Kristin Brautaset (2004), Jens Nicolai Jenssen (2010), Even Mengshoel (2008), Tom Ratkhe (2008), Tom Ruud ( , 2006), Karen Helene Ulltveit-Moe (2008) and Olav Veum (2010). 2. Proposed new members: Maria Moræus Hanssen (2011) (currently a deputy member) and Helge Leiro Baastad (2011). 6/9

7 3. Shareholder-elected deputy members (in order of election): 1. Aud Lysenstøen (2011), 2. Knut Aas (2011), 3. Henrik A. Christensen (2010). The new composition of the corporate assembly s shareholder-elected members and deputy members is thus: Members: Tom Ruud, Tom Rathke, Emil Aubert, Ragnhild Borchgrevink, Maalfrid Brath, Ann Kristin Brautaset, Helge Leiro Baastad, Maria Moræus Hanssen, Jens Nicolai Jenssen, Even Mengshoel, Karen Helene Ulltveit-Moe and Olav Veum. Deupty members: (1) Aud Lysenstøen, (2) Knut Aas and (3) Henrik A. Christensen. The resolution was made against the votes of shares, which had submitted Item 10 Election of four members and chair of the election committee The chair of the election committee, Tom Ruud, accounted for the election committee s unanimous recommendation. The election committee recommended that Tom Ruud be re-elected as chair. The election committee s proposal: Ole H. Bakke (2006), Helge Leiro Baastad (2011), Kirsten Idebøen (2010) and Tom Ruud (2008) were elected as members of the election committee. No other proposals were made. 1. Ole H. Bakke, Helge Leiro Baastad, Kirsten Idebøen and Tom Ruud were elected as members of the election committee. 2. Tom Ruud was elected as chair of the election committee. The resolution was made against the votes of shares, which had submitted 7/9

8 Item 11 Motion for board authorisation to increase share capital The board asked the general meeting to authorise the board to increase the company's share capital. The chair of the board Eivind Reiten gave an account of the background for the proposal. The chair stressed that the board will exercise special care in case of an application of the authorisation, and will ensure that existing shareholders' interests are safeguarded in a proper manner. a. The board is authorised to increase the company s share capital by up to NOK (which is 10% of the share capital). The authorisation can be used several times within this framework. b. The authorisation is valid for one year from the date of this general meeting. c. The shareholders rights under Section 10-4 of the public companies act may be waived. d. The authorisation also includes capital increases with contributions other than money, and the right to incur special obligations for the company, cf. Section 10-2 of the public companies act. The authorisation may be used in connection with mergers according to Section 13-5 of the public companies act. The resolution was made with shares for and shares against the proposal. A total of shares abstained from voting. A total of shares had submitted proxies with limited mandate to vote for the board s proposal. A total of shares had submitted proxies with limited mandate to vote against the board s proposal. Item 12 Motion for authorisation to issue convertible debt The board asked the general meeting to authorize the board to issue convertible bonds. The chair of the board Eivind Reiten gave an account of the background for the proposal. The chair stressed that the board will exercise special care in case of an application of the authorisation and to ensure that existing shareholders' interests are safeguarded in a proper manner. a. The board is authorised according to Section 11-8 of the public companies act to resolve on issuance of convertible loan of up to NOK 800 million.. 8/9

9 b. Upon conversion of loans raised under this authorisation, the company s share capital may be increased by up to NOK (which is 10% of the share capital). c. The authorisation is valid for one year from the date of this general meeting. d. The preferential rights of existing shareholders according to Section 11-4 of the public companies act, cf. Section 10-4, may be waived.. The resolution was made with shares for and shares against the proposal. A total of shares abstained from voting. A total of shares had submitted proxies with limited mandate to vote for the board s proposal. A total of shares had submitted proxies with limited mandate to vote against the board s proposal. * * * There were no further matters for discussion. The meeting was adjourned at 13:10. Oxenøen Brug, 14 April Tom Ruud Ragnhild Borchgrevink Ola Haugan (Sign.) (Sign.) (Sign.) 9/9