Notice of Annual General Meeting of Kværner ASA

The Annual General Meeting in Kværner ASA will be held on 28 March 2019 at 12:00 CET in Kværner ASA’s premises at Fornebuporten, Oksenøyveien 10, 1366 Lysaker, Norway. Ballots will be distributed at the meeting venue from 11:30 to 12:00 CET on the day of the Annual General Meeting.

The following matters are on the agenda of the meeting:

1.    Opening of the Annual General Meeting and approval of notice of meeting and agenda

 2.    Appointment of at least one person to co-sign the minutes of meeting along with the Chairman of the meeting

 3.    Information about the business (no voting)

 4.    Approval of the 2018 annual accounts of Kværner ASA, the group’s consolidated accounts and the Board of Directors’ report, including distribution of dividend. The Board of Directors proposes that a dividend of NOK 1.00 per share is paid.

 5.    The Board of Directors’ declaration regarding stipulation of salary and other remuneration to the executive management of the company

(a)      Advisory guidelines

(b)     Binding guidelines

 6.    Consideration of the Board of Directors' corporate governance statement (no voting)

 7.    Stipulation of remuneration to the members of the Board of Directors

 8.    Stipulation of remuneration to the members of the Nomination Committee

 9.    Election of members to the Board of Directors

10.  Election of members to the Nomination Committee

11.  Approval of remuneration to the auditor for 2018

12.  Authorisation to the Board of Directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transactions

13.  Authorisation to the Board of Directors to purchase treasury shares in connection with the company’s share- and incentive programmes for employees

14.  Authorisation to the Board of Directors to purchase treasury shares for the purpose of investment or for subsequent sale or deletion of such shares

15.  Authorisation to the Board of Directors to approve distribution of dividends

 

The shares of the company and the right to vote for shares

The company’s share capital is NOK 91 460 000 divided into 269 000 000 shares each having a par value of NOK 0.34. There are no limitations for voting rights set out in the Articles of Association, though no voting rights may be exercised for the company’s own shares or for shares held by the company’s subsidiaries. Each share carries one vote. As of 5 March 2019, the company owns 1 113 079 own shares. Pursuant to § 9 of the Articles of Association, the Annual General Meeting will be opened and chaired by the Chairman of the Board, Leif-Arne Langøy.

Each shareholder has the right to vote for the number of shares owned by the shareholder and registered on an account in the Norwegian Central Securities Depository (VPS) belonging to the shareholder at the time of the Annual General Meeting. If a shareholder has acquired shares and the share acquisition has not been registered with the VPS the time of the Annual General Meeting, voting rights for the acquired shares may only be exercised if the acquisition is reported to the VPS and proven at the Annual General Meeting. In case of ownership transfer, the parties may agree that the seller can exercise the shareholder rights until the rights have been assumed by the acquirer.

Voting rights on shares registered in VPS accounts belonging to custodians, cf. the public limited liability companies act § 4-10, may, from the company’s point of view, not be exercised either by the beneficial owner or the custodian. However, the beneficial owner of the shares may exercise voting rights if he/she proves that he/she has taken the necessary actions to terminate the custodianship of the shares and that the shares will be transferred to an ordinary VPS account in the name of the owner. If the owner can prove that he/she has initiated such measures and that he/she has a real shareholder interest in the company, he/she may, in the opinion of the company, vote for the shares even if they are not yet registered in an ordinary VPS account.

The shareholders’ rights

A shareholder cannot demand that new items are added to the agenda when the deadline for such request has expired, cf. § 5-11 second sentence of the Public Limited Liability Companies Act. A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the General Meeting.

A shareholder has the right to require Board members and the President & CEO to provide necessary information to the General Meeting that may influence:

  1. the approval of the annual accounts and the Board of Directors’ report;
  2. items which have been presented to the shareholders for decision;
  3. the company’s financial position, including information on other companies in which the company participates, and other items to be considered at the General Meeting, unless the information requested may not be disclosed without causing disproportionate damage to the company

If additional information is necessary, and an answer cannot be given at the General Meeting, a written answer shall be prepared within two weeks from the date of the General Meeting. Such answer shall be available to the shareholders at the company’s premises and be sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

Registration of attendance to the General Meeting

Shareholders who wish to participate at the General Meeting, either in person or by proxy, must notify the company of their attendance no later than 27 March 2019 at 12:00 CET. Notification of attendance can be given over internet at www.kvaerner.com or via “Investortjenester” (Investor services), a service offered by most registrars in Norway, or by completing and returning the enclosed attendance form to either e-mail genf@dnb.no; or post to DNB Bank ASA, Verdipapirservice, P.O.Box 1600 Sentrum, 0021 Oslo, Norway. Notification of attendance must be received no later than the deadline stated above. Shareholders who fail to register by this deadline may be denied access to the General Meeting. Proxy with or without voting instructions, can if desirable, be given to the Chairman of the Board, Leif-Arne Langøy, or the person he appoints.

Voting by means of electronic communication prior to the General Meeting

A shareholder, not present himself at the General Meeting, may prior to the General Meeting cast vote on each agenda item via “Investortjenester” (Investor services) (PIN-code and reference number from the Notice of attendance is required). The deadline for prior voting is 27 March 2019 at 12:00 CET. Until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the General Meeting will be considered withdrawn in the event a shareholder attends the General Meeting in person or by proxy.

The following documents will be available on www.kvaerner.com:

-     this notice and the enclosed form for Notice of attendance/Proxy

-     the Board of Directors’ proposed resolutions for the Annual General Meeting for the items listed above

-     the recommendation of the Nomination Committee

-     the Board of Directors’ proposed 2018 financial statements and annual accounts, the Board of Directors’ report and auditor’s report

-     the Board of Directors’ statement of executive remuneration

-      the Board of Directors' Corporate Governance Statement

-      the Corporate Social Responsibility Report 2018

Any shareholder, who wants to receive the documents, can contact ir@kvaerner.com.

5 March 2019
Kværner ASA
The Board of Directors