This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
The Annual General Meeting in Spectrum ASA (the “Company”) is hereby convened on 24 May 2019 at 10:00 am CET in the offices of the Company at Karenslyst Allé 11, 6th floor, in Oslo.
All of the appendices to this notice are not enclosed to the paper version of the notice, but are made available on www.spectrumgeo.com. Upon request from a shareholder, the Company will mail the appendices to the shareholder free of charge.
The Board of Directors of the Company has decided to convene an Annual General Meeting to consider the matters described below.
The following matters are on the agenda:
1. Opening of the General Meeting by the chairman of the Board of Directors, Pål Stampe. Registration of attending shareholders and attorneys (no voting).
2. Election of chairperson and person to co-sign the minutes together with the chairperson.
3. Approval of the notice and the agenda. The Board proposes that the General Meeting approves the notice and the agenda.
4.
a) Approval of the 2018 Annual Report and financial statements (see appendix 1). The Board proposes that the General Meeting resolves to approve the 2018 Annual Report and the financial statements and to distribute a dividend of NOK 1.50 per share, totalling NOK 82,177,654.50. If the proposal is adopted the dividend will be paid to shareholders as of 24 May 2019. Consequently, as from 27 May 2019 the shares will be quoted on the Oslo Stock Exchange exclusive of dividend.
b) Approval of power of attorney to the Board of Directors to resolve to distribute dividend (see appendix 1).
5. Approval of the auditor’s remuneration (see annual report note 7). The Board proposes that the General Meeting approves the auditor’s fee for 2018 as set out in note 7 to the Annual Accounts of 2018.
6. Election of members to the Board of Directors (see appendix 3). The Board proposes that the General Meeting re-elects members to the Board of Directors in accordance with the proposal from the Nomination Committee.
7. Election of members to the Nomination Committee (see appendix 3). The Board proposes that the General Meeting elects members to the Nomination Committee in accordance with the proposal from the Nomination Committee.
8. Approval of remuneration to the Board of Directors, the Audit Committee and the Compensation Committee (see appendix 3). The Board proposes that the General Meeting approves the remuneration to the Board of Directors, the Audit Committee and the Compensation Committee in accordance with the proposal from the Nomination Committee.
9. Approval of remuneration to the Nomination Committee (see appendix 3). The Board proposes that the General Meeting approves the remuneration to the Nomination Committee in accordance with the proposal from the Nomination Committee.
10.Statement from the Board of Directors on salary and other remuneration to senior executives (see appendix 2): (i) The Board’s principles for salaries to senior executives (advisory vote) (ii) as well as approval of continuation of the guidelines related to the Company’s share option scheme as adopted in 2014 (and subsequently adjusted). The Board of Directors proposes that the General Meeting supports the statement from the Board of Directors on salary and other remuneration to senior executives and approves the continuation of the guidelines related to the Company’s share option scheme as adopted in 2014 (and subsequently adjusted).
11.Power of Attorney to the Board of Directors to increase the share capital in the Company – general (see appendix 4).
12.Power of Attorney to the Board of Directors to increase the share capital in the Company – share option scheme (see appendix 5).
13.Power of Attorney to the Board of Directors to increase the share capital in the Company – issuance of convertible loan (see appendix 6).
14.Power of Attorney to acquire own shares (see appendix 7).
15.Statement regarding Corporate Governance (see the Annual Report in Appendix 1). The Board of Directors proposes that the General Meeting duly notes the Company’s statement for Corporate Governance.
The Notice and its appendices, including proposals for resolutions in matters on the agenda, are available on the Company’s home page: http://www.spectrumgeo.com, cf. the Public Limited Companies Act section 5-11b no. 3. The Notice has been prepared in Norwegian and English version. In the event of any inconsistencies, the Norwegian version prevails.
The shareholders may contact the Company, address: Karenslyst Alle 11, 0278 Oslo, or at email address Marte.Nergaard@spectrumgeo.com.
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