The Board of Ignis ASA hereby gives notice that the Annual General Meeting of Ignis ASA will be held Tuesday 29 June 2010, at. 8:30 in the offices of the law firm Ro Sommernes in Roald Amundsensgt 6 in Oslo.
This notice has been prepared both in Norwegian and English. In case of discrepancies between the two versions, the Norwegian version shall prevail.
The General Assembly will be opened by the Chairman Henrik A. Christensen, who will maintain a record of shareholders meeting in person or by proxy.
Agenda:
1. Election of chairperson to lead the meeting and one person to co-sign the minutes
2. Approval of notice and the agenda
3. Approval of the Annual Accounts and Board of Directors Report for 2009, including the appropriation of the net result
The 2009 Annual Report is available on the company’s website www.ignis.com in English. Financial statements in accordance with applicable laws and regulations is available in Norwegian by contacting: ir@ignis.com.
The Board proposes that the General Assembly adopt the following resolution:
"The Annual Accounts and Board of Directors Report are approved. This year’s deficit is to be treated in accordance with the Board’s proposal outlined in Board of Directors Report of the 2009 Annual Report."
4. Approval of guidelines for remuneration to management
The Board proposes that the General Assembly adopt the following resolution:
”The guidelines for the remuneration of executives in the company as outlined in note 20 of the 2009 Annual Report are approved.”
5. Determination of remuneration to the Board
The Board proposes that the General Assembly adopt the following resolution:
”Fees for 2009 to the board members are set at a total of NOK 850 000.- , of which the chairman shall receive
NOK 250 000.- and the remaining amount is divided equally between the other board members."
6. Approval of the auditors’ remuneration
The Board proposes that the General Assembly adopt the following resolution:
”The auditors’ remuneration for all of the companies of the group for the fiscal year 2009 of NOK 956 221.- is approved.”
7. Authorization to acquire own shares
The Board proposes that the Board is authorized to acquire shares on behalf of the company, cf. Public Limited Companies Act §§ 9-2 flg, and proposes that the General Assembly adopt the following resolution:
"The Board is authorized on behalf of the company to acquire its own shares with a par value of NOK 14 606 830.00. The highest amount payable per share is NOK 25.00 and the lowest is NOK 2.50. Acquisition and sale of own shares may take place as the Board deems appropriate, but not by a subscription of shares. The authorization is valid until the Annual General Meeting in 2011. If shares are sold, the authority also includes the purchase of new shares to replace those sold as long as the total holding of shares does not exceed 10% - the limit of the Public Companies Act Chapter 9, Section II. "
8. Authorization for private placement
To have the necessary flexibility to raise equity capital in the future or for use in connection with acquisitions, refinancing of loans, etc., the Board asks for authorization to increase share capital. It is deemed that the board should have such authority, as this will give the company the ability to act quickly in situations where it is desirable to carry out a capital increase. The purpose of authorization indicates that the shareholders' preferential rights to subscribe for shares may be waived by the use of the authorization.
The Board proposes that the General Assembly adopt the following resolution:
(i) “The Board is authorized to increase the share capital by up to NOK 14 600 000.00. Within this framework, the authority can be used several times.
(ii) The authorization also includes the capital increase against contributions other than cash.
(iii) The authorization is valid until the Annual General Meeting of the company in 2011, but no longer than June 30th, 2011.
(iv) Preferential rights to existing shareholders can be excluded, cf the Public Limited Companies Act § 10-5 cf. § 10-4.”
9. Election of new auditor
The Board proposes that the General Assembly adopt the following resolution:
"The General Assembly appoints PriceWaterhouseCoopers as the company´s auditor.”
10. Suggestion for amendment of the Articles of Association
The Board proposes that the General Assembly adopt the following resolution amending §6 of the Articles of Association:
”The Company's nomination committee shall consist of two to four members of which one shall be the chairman of the board and the others shall be elected by the general meeting. The committee elects its own chair. Members elected by the general meeting are elected for a two-year term.”
11. Election of members to the nomination committee
Proposal to the nomination committee will be announced as soon as possible and prior to the general meeting.
***
Oslo, June 2, 2010
Ignis ASA
Henrik A. Christensen, Chairman
(sign)
Please find the attendance form and proxy here
Notice of attendance can also be done by sending an email til
ir@ignis.com (may not be used to appointed proxy)