Borregaard will arrange for the shareholders to be able to exercise their shareholder rights at the General Meeting.
The General Meeting
The General Meeting should be an effective meeting place for shareholders and the Board. The notice of the General Meeting and administrative documents must be available on Borregaard’s website no later than 21 days before the General Meeting. The final date for registration is three working days before the General Meeting. The auditor as well as members of the Board and Nomination Committee will be present at the General Meetings. The Board will decide who should attend in addition to the Chair depending on which issues are to be dealt with. Shareholders may either appoint a proxy or submit a vote in advance using the Internet, using either DNB’s or the Norwegian Central Securities Depository´s (VPS) investor services. There are links to these services on the Company’s website. It is stipulated in the Articles of Association that the notice of the General Meeting must indicate the rules established by the Board for advance voting.
The Articles of Association contain no special provisions with regard to the opening and chairing of the General Meeting. In line with the Code of Practice, the Board will arrange for the General Meeting to be opened and chaired by an independent person. The Chair is chosen by the General Meeting, but in the notice of a General Meeting the Board will indicate who will open the meeting and propose a Chair who satisfies the independence requirements of the Code of Practice.
If shares have been transferred, the shareholder may vote once the transfer has been registered with the VPS before the final date for registration with the General Meeting. If the transfer has been notified to VPS and evidence of this can be provided at the General Meeting, the shareholder will also be allowed to vote. According to Norwegian law, voting is only permitted in relation to shares registered in the owner’s name. In order to confer voting rights, shares registered to a nominee account must be reregistered in VPS before the final date for registration with the General Meeting.
Shareholders who are unable to attend the General Meeting may vote by proxy. If the proxy has been given to the company, Borregaard will appoint the Chair of the Board or the Chair of the meeting to vote on the shareholder’s behalf. The proxy form has been designed in such a way that the shareholder may provide instructions for each item that will be dealt with, and for each candidate to be elected. Information on the use of proxy voting and shareholders’ rights to have items dealt with at the General Meeting is given both in the notice of a General Meeting and on Borregaard’s website.
According to the Articles of Association, Clause 7, the Board may decide that documents relating to items that will be dealt with at the General Meeting should not be sent to the shareholders but instead made available on the company’s website. The same also applies to documents which by law must be included in, or attached to, the notice of a General Meeting. A shareholder may always demand to have documents sent relating to items that will be dealt with at the General Meeting. This provision in the Articles of Association deviates from the main rule stipulated in Chapter 5 of the Norwegian Public Limited Liability Companies Act, whereby according to Section 6-16(a) the annual accounts, annual report, auditor’s report and the Statement from the Board of Directors must be sent to shareholders no later than one week before the General Meeting. The documents will be available on Borregaard's website no later than 21 days prior to the General Meeting.