Komentarai Siųsti draugui Spausdinti Vertinimas Neįvertintas

NRM: Council opinion on offer

Spekuliantai.lt | 2010-03-24 | NASDAQ OMX biržų naujienos | perskaitė: 1421
Raktiniai žodžiai: Norma, NRM
NRM: Council opinion on offer

Norma Company Announcement 24.03.2010

Council opinion on offer

THE COUNCIL OPINION

This opinion has been prepared in accordance with § 171(2) of the Securities
Market Act and Chapter 9 of the Decree No. 71 of the Ministry of Finance dated
28 May 2002 “The Takeover Rules” in connection with the takeover bid made by AS
Automotive Holding (the “Offeror”) concerning the shares in AS Norma (the
“Target Issuer”).
The Supervisory Council of the Target Issuer consists of the chairman Mr. Bror
Halvar Johannes Jonzon and members Mr. Günter Brenner, Mr. Lars Sjöbring, Mr.
Aare Tark, Mr. Toomas Tamsar and Mr. Raivo Erik.
The Management Board of the Target Issuer consists of the chairman Mr. Peep
Siimon and members Ms. Ülle Jõgi, Mr. Peeter Tõniste, Mr. Sander Annus, Mr.
Ivar Aas and Mr. Garri Krieger.
The Supervisory Council of the Target Issuer is of the following opinion:
1. Messrs. Bror Halvar Johannes Jonzon, Günter Brenner and Lars Sjöbring have
employment agreements with the group companies of the Offeror. There are no
other contracts or relationships between the Offeror and the members of the
Supervisory Council or the Management Board of the Target Issuer.
2. In accordance with applicable law, the Supervisory Council of the Target
Issuer presents its proposal concerning each item on the agenda of the general
meeting of shareholders of the Target Issuer before the meeting, including the
election of the members of the Supervisory Council. The articles of association
of the Target Issuer also sets out that during the time between the general
meetings, the majority shareholder of the Target Issuer may recall up to three
members of the Supervisory Council elected at the general meeting and appoint
new members of the Supervisory Council instead of them (see Section 4.4 of the
articles of association of the Target Issuer). Messrs. Bror Halvar Johannes
Jonzon, Aare Tark, Toomas Tamsar and Raivo Erik were elected to the Supervisory
Council of the Target Issuer in the general meeting held on 19 June 2008 and
all of them were proposed as the candidates by the previous Supervisory Council
. Messrs. Günter Brenner and Lars Sjöbring were appointed to the Supervisory
Council by the majority shareholder (Autoliv AB ) as of 1 June 2009.
The members of the Management Board of the Target Issuer have been elected by
the Supervisory Council of the Target Issuer.
3. Messrs. Bror Halvar Johannes Jonzon, Günter Brenner and Lars Sjöbring have
employment agreements with the group companies of the Offeror. However, such
contracts do not provide them with any benefits, which are conditional upon the
completion or the results of the takeover.
4. The Supervisory Council, including independent members of the Supervisory
Council, Messrs. Aare Tark, Toomas Tamsar and Raivo Erik, deem that due to the
global trends in the automotive industry, integration of the Target Issuer with
the Offeror resulting from the takeover bid, may improve Target Issuer's
ability to develop a strong and sustainable market position in the European
automotive subsystem- and components business. The Offeror has indicated in the
takeover prospectus that it does not expect to change the management board and
no changes in the employment relationships are forseen of any other employees
of the Target Issuer as a result of the offer made by the Offeror.
5. Except for Mr. Garri Krieger, the members of the Supervisory Council and the
Management Board do not own any shares of the Target Issuer and therefore are
not in the position to accept or reject the takeover bid. Mr. Garri Krieger
owns 205 shares of the Target Issuer and has notified the Supervisory Council
of his intention to accept the takeover bid made by the Offeror.
6. There are no agreements between the Target Issuer and any member of the
Management Board or the Supervisory Council that provide for payment of
compensation by the Target Issuer or any third party or termination of such
agreements in the case of a takeover bid concerning the shares of the Target
Issuer.

This opinion has been adopted by the Supervisory Council on 24 March 2010.



Bror Halvar Johannes Jonzon
Chairman of the Supervisory Council


Günter Brenner
Member of the Supervisory Council



Lars Sjöbring
Member of the Supervisory Council


Aare Tark
Member of the Supervisory Council



Toomas Tamsar
Member of the Supervisory Council


Raivo Erik
Member of the Supervisory Council

Taip pat skaitykite

DPK: Decisions of the regular meeting of shareholders dated 27.05.2013

VLN: NEW MUTUAL FUND TO THE BALTIC FUND CENTER

VLN: The results of the primary placement auction of Lithuanian Government securities

VLN: VVP pirminio platinimo aukciono rezultatai

2013-05-27 | NASDAQ OMX biržų naujienos 2013-05-27 | NASDAQ OMX biržų naujienos 2013-05-27 | NASDAQ OMX biržų naujienos 2013-05-27 | NASDAQ OMX biržų naujienos

Komentarai



Ekonominis kalendorius

Prekybos statistika realiu laiku

Techninės analizės įrankis

DIENORAŠČIAI

Privatumo politika Reklama Kontaktai Paskolos RSS RSS
© 2006-2021 UAB All Media Digital