Notice of extraordinary general meeting by ddi8liknju7

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									To the shareholders of Eidsiva Rederi ASA
                                                                                               19 October 2009



                               Notice of extraordinary general meeting

The Shareholders in Eidsiva Rederi ASA (Org. No. 910 411 616 ) are hereby given notice of an extraordinary
general meeting to be held on 10 November 2009 at 10.00 in the premises of Eidsiva Rederi ASA, Haakon VII’s
gate 1,0161 Oslo. This notification with appendices is also available at the company's web site www.eidsiva.no.

The board of directors has proposed the following:

Agenda

1     Opening of the general meeting by Per Ditlev-Simonsen,, and registration of attending shareholders

2     Election of a chairman of the meeting and a person to co-sign the minutes

3     Approval of the notice and the proposed agenda

4     Election of a new Board

5     Board authorization to issue new shares

6     Amendments to the articles of association



                                                     *****

                                                 Yours sincerely
                                for the Board of directors in Eidsiva Rederi ASA


                                              Per Ditlev-Simonsen
                                                   Chairman


Appendices:

1.       Information on shareholders' rights, participation and proxy
2.       Attendance form and proxy
3.       The board’s statement relating to item 4, 5 and 6 on the agenda.
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1.       Information on shareholders' rights, participation and proxy

Shareholders’ rights

The share capital of the company consists of 22.175.000 shares, each with a face value of NOK 5,- Each share
carries one vote at the general meeting, however no voting rights can be exercised for shares owned by the
Company. The Company owns 25.000 of its own shares today. Shareholders are entitled to vote for the number
of shares they own, and that are registered in the Norwegian Central Securities Depository (VPS) at the date of
the general meeting. If a shareholder has acquired shares that are not registered in VPS at the time of the general
meeting, the voting rights for the transferred shares may only be exercised if the transfer has been reported to the
VPS and proved prior to the general meeting. A shareholder may be assisted by advisor(s) and may give one
advisor the right to speak at a general meeting. A copy of the latest annual accounts, report from the Board and
the auditor's statement, together with the accounts for the first half year of 2009 is available upon request at the
registered business address of the company.

If shares are registered in the name of a nominee in the VPS register, ref. the Norwegian Public Limited Liability
Companies Act Section 4-10, and the beneficial shareholder wants to attend the general meeting and vote for his
shares, the beneficial shareholder must submit written confirmations from the nominee that the shareholder is the
beneficial owner of the shares and from the shareholder stating that he is the beneficial owner of the shares.

A shareholder has the right to have matters dealt with by the general meeting which he or she reports in writing
to the board of directors in time that it can be entered on the agenda, or if there are at least three weeks left
before the date of the general meeting, so that a new notice can be sent. As a general principle, matters that are
not on the agenda may not be decided at the meeting. Furthermore, a shareholder may require directors and
general manager to furnish all available information as further stated in the Norwegian Public Limited Liability
Companies Act Section 5-15. Shareholders are entitled to propose amendments to resolutions in those matters
the general meeting shall consider in accordance with its agenda. Proposals for candidates for election to the
Board of Directors may also be submitted during the general meeting and do not have to be nominated in
advance of the general meeting.

Participation

A shareholder has the right to attend the general meeting, either personally or by proxy, at their option.

Shareholders who would like to attend the general meeting are requested to fill in and return the attached notice
of attendance to Eidsiva Rederi ASA, P.O. Box 1590 Vika, N-0118 Oslo, fax number: +47 23 11 64 70 or e
mail: marianne.rummelhoff@eidsiva.no within 6 November at 16:00 CET. The notice of attendance must be
brought to the general meeting as well.

For further information about the right to attend general meetings and vote for shares reference is made to the
Norwegian Public Limited Liability Companies Act, in particular Chapter 5.

Proxy

If a shareholder wants to attend the general meeting by proxy, the proxy form must be sent together with the
notice of attendance to Eidsiva Rederi ASA, P. O. Box 1590 Vika, N-0118 Oslo, fax number: +47 23 11 64 70 or
e mail: marianne.rummelhoff@eidsiva.no within 6 November at 16:00 CET. Proxy forms in original with
attachments must also be brought to the general meeting. If so desired, proxies may be given to the Chairman of
the Board of Directors, Per Ditlev-Simonsen. A proxy that is given without naming the proxy holder will be
regarded as given to the Chairman of the Board of Directors or a person designated by him to represent the
shareholder as proxy. A proxy to the Chairman of the Board of Directors may be disregarded if received by the
company after 6 November at 16.00. Copies of identification documentation related to both the shareholder and
the proxy, and company certificate if the shareholder is a company, must be attached to the proxy form.
Attendance and proxy forms are attached.

The Board informs its shareholders that disclosure requirements related to voting rights apply as well to proxies.
The possession of a proxy without voting instructions (open voting proxies) is, pursuant to the Norwegian
Securities Trading Act section 4-2 third paragraph, considered equal to ownership of the right to which the
share(s) the proxy applies. This means a proxy is obligated under applicable regulations to disclose his or her
share(s) and voting rights if the stake of shares represented by open voting proxies together with his own shares
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together exceeds the thresholds for the duty to disclose, pursuant to the Norwegian Securities Trading Act
section 4-2 second paragraph.

The Financial Supervisory Authority of Norway (Kredittilsynet), as set out in their circular of 28 January 2008,
considers that proxies are given “without instruction” under the Norwegian Securities Trading Act, unless
instructions are given for all the matters that the general meeting shall decide.

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2.       Attendance form and proxy


                                           PARTICIPATION FORM

                            EXTRAORDINARY GENERAL MEETING


Eidsiva Rederi ASA
P. O. Box 1590 Vika
N-0118 Oslo
Att. : Marianne Rummelhoff
Fax no.: +47 23 11 64 70
email : mar@eidsiva.no

The undersigned shareholder of Eidsiva Rederi ASA will meet at the company’s
extraordinary general meeting 10 November at 10.00 in Shippingklubben, Haakon VII’s gate
1, N-0161 Oslo.

I/we own......................shares

         I/we will attend the extraordinary general meeting



       I/we will meet with Power of Attorney for following shareholders according to
enclosed proxy(ies)

Name                                                                                            Number of shares




                                 .........................................................2009

                             .........................................................................
                                                 (Name block letters)

                              ........................................................................
                                                          Signature
                                            (Must be dated and signed)
                                                   5/7




                                 POWER OF ATTORNEY

                       EXTRAORDINARY GENERAL MEETING

Eidsiva Rederi ASA
P. O. Box 1590 Vika
N-0118 Oslo
Att.: Marianne Rummelhoff
Fax no.: 23 11 64 70
email : mar@eidsiva.no


The undersigned hereby appoints, to meet on our behalf and vote in the extraordinary general
meeting in Eidsiva Rederi ASA 10 November 2009.



             _______________________________________________________
                 Name of holder of proxy with block letters and date of birth



for my/our     ……………….. shares.
                     Number



Name of shareholder:                                     _________________________________


Date of birth or corporate id.no.of shareholder:         _________________________________




_________________________________            _______________________________________
            Place/date                            Signature(repeat with block letters)


                                              Identification for holder of proxy and principal, and certificate
                                                  registration if corporate shareholder, must be attached.
                                                    6/7



                                  POWER OF ATTORNEY

                       EXTRAORDINARY GENERAL MEETING

Eidsiva Rederi ASA
P. O. Box 1590 Vika
N-0118 Oslo
Att.: Marianne Rummelhoff
Fax no .: +47 23 11 64 70
email : mar@eidsiva.no

The undersigned do hereby appoint

             _______________________________________________________
                    Name and date of birth - holder of holder of proxy

to meet and vote for my/our shares in the extraordinary general meeting of Eidsiva Rederi
ASA 10 November 2009.


for my/our     ……………….. shares.
                 Number


Name of shareholder:                                      _________________________________


Date of birth or corporate id no. of shareholder:         _________________________________


The holder of the proxy shall vote on the board of directors agenda as follows::

Item no 3      Vote for                      Vote against                            Abstain
Item no 4      Vote for                      Vote against                            Abstain
Item no 5      Vote for                      Vote against                            Abstain
Item no 6      Vote for                      Vote against                            Abstain



_________________________________            _______________________________________
           Place and date                         Signature (repeat with block letters)


                                             Identification for holder of proxy and principal, and certificate of
                                                  registration if corporate shareholder, must be attached.
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3.       The board’s statement related to item 4, 5 and 6 on the agenda
ITEM 4: PROPOSAL TO ELECT NEW MEMBER OF THE BOARD OF DIRECTORS

The Chairman of the Board, Mr. Per Ditlev-Simonsen has informed that he will resign as chairman and member
of the Board of directors. The articles of association specify that the board shall consist of minimum 5 members.
Thus, the board proposes the following resolution:

Jørgen Gregardsøn Heje is elected as Board member of the company for the period from the date of this
resolution until the Company's ordinary general meeting in 2011.

The Board will then consist of Jørgen Gregardsøn Heje, Thomas Wilhelmsen, Stein Aukner, Nini Eugenie
Høegh Nergaard, Marianne Lie and Bjørn Bergsland (deputy member).The board elects its own chairman at the
first board meeting following the general meeting.


ITEM 5: BOARD AUTHORIZATION TO ISSUE NEW SHARES

The board proposes that the general meeting grant the board authorization to issue new shares. The shares will be
used in connection with an incentive program for employees of the company.

The Board proposes the following resolution:

1.       The board is given authorization to increase the share capital with up to NOK 10 000 000 by issuing up
         to 2 000 000 shares with a nominal value of NOK 5. Section 4 of the Articles of Association may be
         amended accordingly.

2.       The authorization is valid for 2 years from the general meeting. The board may decide to derogate from
         the shareholders' preferential right under Norwegian Public Limited Liability Companies Act § 10-4.

3.       The authorization includes the right to issue shares for other assets than money or the right to
         undertake special obligations, cf. Norwegian Public Limited Liability Companies Act. § 10-2.

4.       The authorization may not be used in the event of a takeover or merger situation under the Public
         Limited Liability Companies Act section 13-5.

5.       Prior authorizations to issue new shares are not terminated by the resolution of this authorization.

                                                      ****


ITEM 6: AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Recent amendments to the Norwegian Public Limited Liability Companies Act allows the company to streamline
the manner in which the notice to the general meeting is published. The new regulations allow the company to
post all appendices to the notice on the company's web page, saving cost and paper while maintain the
availability of the appendices.

The board proposes that the following paragraph 2 is added to § 6 of the articles of association:

Documents regarding the items on the agenda of the annual general meeting, including documents that are
required by law to be included or attached to the notice of the meeting, are made available to the shareholders
on the company's web page, and are only sent to shareholders upon request.


In case of discrepancies between Norwegian and English wording of this document, Norwegian wording
shall prevail

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