mb.cision.com/Main/115/3093850/1233622.pdf10.Authorization to issue shares
At an extraordinary general meeting in 2019, the Boardwas granted the authorisation to increase the Company'sshare capital by an amount which constituted approx.10% of the share capital at the time, through one orseveral share capital increases. This authorization hasbeen almost fully utilized in connection with variousshare capital increases, including in connection withincentive schemes for employees. The Board considers itbeneficial to continue to be able to issue shares insituations where this is considered by the Board to be inthe Company's and the shareholders' best interests, and toenable fulfilment of obligations towards employees asper agreements and incentive programs, and thereforeasks that the general meeting grants a new authorizationto issue a number of new shares which will constituteapprox. 10% of the Company's share capital.
The Board's proposal for resolution:
"The Board is granted authorization to increase the share capital with up to NOK 26,498,695 through one or several share capital increases.
The authorization may be used for one or more of the following purposes:
(i)for issuance of shares in connection with theCompany's incentive plan for employees; and/or
(ii)to provide the Company with financial flexibility,including in connection with investments, mergersand acquisitions.
Price and conditions for subscription will be determined by the Board on issuance, according to the Company's needs and the shares' market value at the time. Shares may be issued in exchange for cash settlement or contribution in kind, including in connection with mergers, and the authorization gives the right to incur specific obligations on behalf of the Company, cf. section 10-2 of the Norwegian Public Limited Companies Act.
The existing shareholders' preferential rights to subscribe for shares may be waived by the Board in connection with the effectuation of this authorization.
This authorization is valid until the annual general meeting in 2021, but shall in any event expire at the latest on 30 June 2021.
The Board is at the same time given authorization to make the necessary amendments to the articles of association on execution of the authorization. This authorization replaces the authorization to increase the share capital granted by the extraordinary general meeting on 28 March 2019."
11.Authorization to acquire treasury sharesAt the annual general meeting in 2019 the Board wasgranted an authorization to acquire own shares with amaximum aggregate value of up to 10% of theCompany's share capital. The authorization expires at thetime of the annual general meeting in 2020. The Boardconsiders the reasons for the authorization to still be validand therefore proposes that the authorization is renewed.
The authorization will give the board of directors thepossibility to utilize the financial instruments andmechanisms that the Public Limited Liability CompaniesAct opens for. Repurchase of own shares, followed bycancellation of such shares, could be an important toolfor optimizing the Company's capital structure. Further,such authorization will also enable the Company to useown shares as settlement in incentive schemes and asconsideration, partly or in whole, in connection withacquisition of businesses.
The Board's proposal for resolution:
“The Board is granted authorization to acquire shares inNel ASA on behalf of the Company for one or more of thefollowing purposes:
(i)in connection with the Company’s incentiveprogram for its employees, and/or
(ii)to increase return on investment for the Company’sshareholders.
The authorization covers purchase(s) of shares for a total nominal value not exceeding 10% of the share capital at any given time, cf. sections 9-2 and 9-3 of the Public Limited Liability Companies Act. Shares may be acquired at a price per share of minimum NOK 0.10 and maximum NOK 100. These limitations shall be adjusted in the event of share consolidation, share splits, and similar transactions. The shares shall be acquired through ordinary purchase on the stock exchange.
The Board’s authorization is valid until the annual general meeting in 2021, but shall in any event expire at the latest 15 months from the date of this general meeting. The decision shall be notified to and registered with the Norwegian Register of Business Enterprises prior to acquiring any shares pursuant to this authorization.
This authorization replaces the authorization to acquire own shares granted by the annual general meeting on 15 May 2019.”
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