NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given of an Extraordinary general Meeting of Soiltech ASA to be held on 15 November 20 24 at 10 am electronically via Teams.
The general meeting will be opened by the chairman of the board.
Agenda:
1. Opening of the meeting and shareholder attendance overview
2. Election of the chair of the meeting
3. Election of one person to co-sign the minutes together with the chair
4. Approval of the notice of meeting and the agenda
5. Election of Chair of the board
The nomination committee’s proposal for resolutions to item 5 and Proxy (with voting instructions) are attached to this notice.
The documentation is also available on www.soiltech.no.
Shareholders who wish to attend the meeting are asked to notify the Company no later than 13 November 2024 at 4 p.m. by e-mail to tove.vestlie@soiltech.no Shareholders who would like to nominate a proxy for attendance at the extraordinary general meeting are asked to return the enclosed Proxy within the said deadline, and to the same e-mail address.
Sandnes, November 1, 2024 for the board of directors of Soiltech ASA
Gunnar Winther Eliassen Chairman (Sign.)
EXTRAORDINARY
GENERAL MEETING OF SOILTECH ASA – THE NOMINATION COMMITTEE’S PROPOSAL FOR RESOLUTION
The nomination committees proposes that the following resolution is passed for item 5: 5. Election of Chair of the board
The nomination committee proposes Dag Schjerven to be elected as the new Chair of the board The current Chair Gunnar Winther Eliassen will step down from the board.
Dag Schjerven has more than 30 years of operational experience, including serving as President and CEO of Wilhelmsen Maritime Services from 2005 to 2017. During his service, Mr. Schjerven was a driving force in developing the maritime service segment into a substantial part of the Wilhelmsen group. Previously he served as EVP in Dyno Industrier and CEO in Ving Card. Mr Schjerven currently holds the position as vice chair of Nammo AS.
The nomination committee propose the following resolution:
“Dag Schjerven is elected as new chair of the board, for a period of two years. The annual remuneration for his service is proposed to be NOK 450 000”
Following the above, the board will consist of Dag Schjerven, Chair, Eirik Flatebø, Director, Olaf Skrivervik, Director, Mona Hodne Steensland Freuchen, Director and Karin Govaert, Director
RECOMMENDATION
NEW CHAIR OF THE BOARD
The Nomination Committee of Soiltech ASA ("Soiltech" or the "Company") consists of the following members: Øivind Thorstensen (Chair) and Kristian Falnes.
In connection with the Extraordinary General Meeting of Soiltech to be held on 15 November 2024, the Nomination Committee proposes the following .
The current chair Gunnar Winther Eliassen has informed that he will step down from his position. The nomination committee would like to thank Gunnar for his contribution to Soiltech. Soiltech’s nomination committee propose that Dag Schjerven is elected as new chair of the board.
The Nomination Committee’s opinion is that the election of Dag Schjerven as the new chair of the Board of Soiltech will be in the best interest of the Company.
Dag Schjerven has more than 30 years of operational experience, including serving as President and CEO of Wilhelmsen Maritime Services from 2005 to 2017. During his service, Mr. Schjerven was a driving force in developing the maritime service segment into a substantial part of the Wilhelmsen group. Previously he served as EVP in Dyno Industrier and CEO in Ving Card. Mr Schjerven currently holds the position as vice chair of Nammo AS.
In addition to Mr. Schjerven’s extensive industrial and leadership background, the Nomination Committee has considered his international experience and track record from industry building. The Nomination Committee sees it as an advantage that he is knowledgeable about Soiltech, being a shareholder in Soiltech since 2014.
Based on the foregoing, the Nomination Committee recommends to the general meeting that Dag Schjerven be elected as new chair of Soiltech, for a period of two years. The annual remuneration for his service is proposed to be NOK 450 000.
The Nomination Committee considers Mr. Schjerven to be independent of the Company's executive personnel and material business connections.
Consequently, if Mr. S chjerven is elected to the Board, the Board will consist of the following:
Dag Schjerven, Chair, Eirik Flatebø, Director, Olaf Skrivervik, Director, Mona Hodne Steensland Freuchen, Director and Karin Govaert, Director
Sandnes, 1 November 2024
The Nomination Committee of Soiltech ASA
Proxy (with voting instructions)
This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorized by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorized by him. The proxy form must be received by Soiltech AS, no later than 13 November 2024 at 4 p.m. It should be sent to: tove.vestlie@soiltech.no
The undersigned (Name in Capital letters),
who has the power of attorney to vote for the following shares:
Name of shareholder(s) and/or custody/nominee account: _______________________________________
Number of shares held: _____________________
hereby grants (tick one of the two):
the Chair of the Board of Directors (or a person authorized by him), or
(Name of proxy holder in capital letters)
a proxy to attend and vote for my/our shares at the Extraordinary General Meeting of Soiltech ASA on 15 November 2024
The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be ‘deemed to be an instruction to vote “for” the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.
5
Place: Date: Signature: