MINUTES FROM AN EXTRAORDINARY GENERAL MEETING IN NORSKE SKOGINDUSTRIER ASA

Transcription

1 Office translation MINUTES FROM AN EXTRAORDINARY GENERAL MEETING IN NORSKE SKOGINDUSTRIER ASA On 10 August 2016 at 10:00 CET, an extraordinary general meeting was held in Norske Skogindustrier ASA at Karenslyst allé 2 in Oslo. Item 1 Opening of the meeting by the chair of the board. Registration of the attending and represented shareholders The general meeting was pursuant to Section 7 of the articles of association opened and chaired by the chair of the board, Jon-Aksel Torgersen. The other board members present were Eilif Due, Nils Hoff, Paul Kristiansen, Svein Erik Veie and Cecilie Jonassen. The election- and remuneration committee members present were Olav Veum. The company s former auditor, Ernst & Young, had resigned and was not present. The President and CEO, Sven Ombudstvedt, CFO Rune Sollie, COO Roar Ødelien and SVP Corporate Strategy & Legal Lars P. Sperre were also present. The minutes were taken by company secretary Einar Blaauw. The list of shares represented and number of voting shares is enclosed to the minutes. Resolution: The general meeting approved the list of represented shareholders. for Item 1, which is enclosed to the minutes. Item 2 Election of a person to sign the minutes of the meeting together with the chairman of the meeting

2 The chair of the meeting proposed that Bertel O. Steen was elected to sign the minutes together with the chair. There were no other proposals. Resolution: Bertel O. Steen was elected to sign the minutes together with the chair of the meeting. for Item 2, which is enclosed to the minutes. Item 3 Approval of notice and agenda The notice was sent to the shareholders in accordance with the articles of association. Resolution: The general meeting approved the notice and the agenda. for Item 3, which is enclosed to the minutes. The general meeting was then declared lawfully in session. Item 4 Briefing by the CEO The President and CEO held a presentation regarding the company s operations and financial position. The general meeting noted the presentation. Item 5 Election of new board members In accordance with the election and remuneration committee s proposal dated 28 July 2016, it was proposed to elect Henrik August Christensen as new chairman of the company s board of directors, as well as to re-elect the remaining members of the board. The chair of the election and remuneration committee, Olav Veum, presented the committee s proposal. 2/4

3 Resolution: Henrik August Christensen was elected as new chairman of the company s board of directors. The remaining members of the board were re-elected. The board therefore consists of the following shareholder elected members (the initial year of election is shown in parenthesis): 1. Henrik August Christensen, chairman (new) 2. Eilif Due (2012) 3. Nils Ingemund Hoff (2016) 4. Joanne Owen (2016) 5. Mimi Berdal (2016) for Item 5, which is enclosed to the minutes. Item 6 Election of a new auditor In accordance with the audit committee s proposal, the board has proposed to the general meeting that BDO AS is elected as new auditor for the company. Resolution: BDO AS was elected as new auditor for the company. for Item 6, which is enclosed to the minutes. * * * There were no further matters for discussion. The meeting was adjourned at 10:45 CET. 3/4

4 Oslo, 10 August 2016 [sign] Jon-Aksel Torgersen [sign] Bertel O. Steen Attachment 1: List of attending shareholders. Attachment 2: Votes on the individual items in the agenda. 4/4

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