1. Opening of the meeting and registration of attending
shareholders
shareholders
Chairman of the Board, Mr Tore Schiøtz, opened the meeting.
The following shareholders and proxies attended, see enclosed list.
Thus a total of 19,994,076 shares, of which 19,917,495 by proxies, were represented. 94,96 % of the Company's entire share capital was represented.
Also REC's President and CEO Erik Thorsen, EVP - Finance & Administration Bjørn Brenna, General Counsel Christopher Groth and Auditor Arve Gevoll attended the meeting.
2. Election of chairman of the meeting and shareholder to
co-sign the Minutes of the meeting
co-sign the Minutes of the meeting
Tore Schiøtz was elected to chair the meeting and Bernhard Chr Funder was elected to co-sign the minutes with the chairman of the meeting.
3. Approval of the notice to the meeting and the agenda
The shareholders unanimously approved the notice and the agenda.
4. Approval of Annual Accounts and Directors' report for 2005
President & CEO Erik Thorsen presented the Accounts and Directors' report for 2005 and answered questions.
The following resolution was unanimously passed:
The Annual Accounts and the Directors' report for 2005 for Renewable Energy Corporation AS were approved.
5. Directors' remuneration
Based on the proposed remuneration, the resolution on remuneration for the Directors for the period May 22, 2005 through April 20, 2006 was unanimously passed:
Chairman of the Board NOK 300,000
Other Board Members NOK 150,000
Members of Board Committees NOK 37,500
6. Auditor's remuneration
Based on the accounted remuneration to the auditor in 2005, the following resolution was unanimously passed:
The Audtior's remuneration in the year 2005 in the amount of NOK 1,803,199 for auditing was approved.
7. Split of shares 1: 20
The General Meeting accepted the proposal by the Board to split the Company's shares 1: 20, and unanimously passed the following resolution:
The shares of the Company shall be split, so that one share of a par value of NOK 20 is split into 20 new shares, each with a par value of NOK 1.The split will be effective from April 21, 2006 at 06:00 am Norwegian time.
As a consequence of the above resolution, the General Meeting resolves that the Articles of Association § 4 shall read as follows:
"The Company's share capital isNOK 421,089,120 divided into 421,089,120.shares, each with a nominal value of NOK 1(NOK one). The shares shall be registered in the Norwegian Central Securities Depository."
8. Establishment of nomination committee
The General Meet5ing accepted the proposal by the Board to establish a Nomination Committee, and unanimously passed the following resolution:
A new § 6 is added to the company's articles of association with the following wording:
"The company shall have a Nomination Committee. The committee shall consist of three members. The members of the Committee shall be elected by the company's General Meeting, who also appoints the Committee's Chairperson. The Ordinary General Meeting shall also lay down the rules of procedure for the Committee's work."
The General Meeting approves the proposed guidelines for the Nomination Committee.
9. Capital increase
The Chairman informed of the ongoing listing process and of the background for the capital increase being planned in said connection.
It was explained that the capital increase will be conducted as a public offering on the basis of a Subscription Agreement with the managers ABG Sundal Collier and UBS ("Public Offering"). The capital increase will consist of several tranches in Norway and internationally
In total, up to 73,000,000 shares will be issued. The subscription price will be established through a "book building" process, simultaneous with which the Company will enter into a Subscription Agreement with UBS and ABG Sundal Collier. The subscription price will ultimately be determined by the Board after advice from UBS and ABG Sundal Collier, and will be reduced in certain tranches in relation to other tranches. Among the factors to be considered in determining the subscription price, as described in the draft prospectus, will be the prevailing market and economic conditions, market valuations of other companies engaged in similar activities to the Company, and other relevant factors.
As the subscription price and the number of shares that can be sold in the Public Offering is not known at this time, the Board must be given the authority to fix the number of shares to be issued as well as, and after advice from UBS and ABG Sundal Collier, the subscription price within the ranges specified below, and to, after advice from UBS and ABG Sundal Collier, determine the size of each tranche in the Offering and the subscription price in each tranche of the offering, allocation in each market and the allocation of shares among the subscribers in each tranche of the Public Offering. Before the beginning of the subscription period, An initial price range may be fixed prior to the commencement of the offer period, subject to change during the offer period within the intervals of the Resolution below.
The General Meeting unanimously passed the following resolution:
The Company's share capital is increased by up to NOK 73,000,000 by the issuance of up to 73,000,000 shares, each with a par value of NOK 1. The subscription price for each share shall be from NOK 25 to NOK 150.
Within the intervals above, the Board is authorized to fix the number of shares to be issued and the subscription price. The Board may also decide to divide the total number of shares in separate tranches with different subscription prices so that a specific number of shares may be subscribed for at lower prices than other shares. This because such shares shall immediately be sold to non-institutional buyers and employees of the Company after subscription at a slightly lower price. The shares will be subscribed for by ABG Sundal Collier Norge AS and UBS Limited who will conduct a resale of the shares to such shareholders as the Company after advice from the Managers will determine.
The Public Offering, including the Board's resolution and subscription from the managers, shall take place between May 1, 2006 and July 1, 2006. Payment for subscribed shares shall take place at the latest 10 days after the date of subscription and through payment to a bank account established for such purpose according to the Board's detailed decision.
The Board is granted the authority to make such minor adjustments as the Public Offering may require.
The shares will have rights to dividends, full voting and other rights from the time the increase in share capital is registered in the Norwegian Register of Business Enterprises.
The existing shareholders' preferential right of first refusal shall be deviated from. The managers will receive a fee of 1.75 %, and a discretionary success fee of up to 0.4 %.
The Board is granted the authority to amend the Company's Articles to reflect the issuance of shares in connection with the Public Offering.
10. Authority to issue shares
The General Meeting unanimously passed the following resolution:
The Board is granted the authority to increase the share capital by a maximum amount of NOK 15,000,000 in one or more issuances and at subscription prices per share to be fixed by the Board in connection with each issuance.
The authority is valid until the next Ordinary General Meeting, but in any case maximum 15 months from the date of this General Meeting. Existing shareholder's pre-emptive rights to subscribe for shares may be waived by the Board in connection with specified issuances pursuant to this authority.
The authority may be used for the following purposes:
a) Issuance of shares to the Company's employees in the US, with NOK 500,000.
b) Other purposes in the best interests of the Company with the remaining NOK 14,500,000.
When using the authority for purposes specified in section a, the subscription price shall be determined in accordance with agreed terms and incentive programs, including, if necessary due to local legislation or the above mentioned, at prices which may be lower than market value provided that the Board have particular reasons for this.
The subscription price and subscription terms shall be decided by the Board in connection with each share issue, taking into consideration the Company's requirements and the shares' market value at the relevant time. Shares may be issued for a consideration in the form of cash or for a consideration of the transfer of other assets. The authority also includes capital increases in connection with mergers.
This authority replaces all previously given authorities to issue shares."
The General Meeting unanimously passed the following resolution:
The Board of Directors is given power of attorney to acquire shares in Renewable Energy Corporation ASA on behalf of the Company. The power of attorney covers purchase(s) of up to 10 % of the face value of the share capital of the Company, ref the Norwegian Private/Public Limited Liability Companies Act §§ 9-2 and 9-3. Shares may be acquired at minimum NOK 10 per share and maximum NOK 300 per share. The shares shall be acquired and disposed of through ordinary purchase and sale.
The power of attorney is valid until the Ordinary General Meeting in 2007 or until it is recalled by a General Meeting resolution passed with simple majority. The Board shall ensure that the power of attorney is notified to, and registered by, the Norwegian Registry of Business Entities prior to acquiring any shares.
This authority replaces all previously given authorities to acquire treasury shares.
12. Election of Nomination committee
The following persons were unanimously elected members of the REC Nomination committee:
Rune Selmar, Chairman
Christian Berg
Marius Grønningsæter
13. Board members' term of service
In order to bring the Company's articles of association in line with usual Norwegian corporate regulations, the General Meeting unanimously resolved that the last sentence of § 5 of the Company's articles of association shall have the following wording:
"The Board Members are elected for a period of two years at a time."
14. Election of Board Members
The following Board Members were unanimously elected:
Tore Schiøtz, Chairman
Rune Bjerke
Marcel Brenninkmeijer
Roar Engeland
Ole Enger
In addition, with effect from May 9, 2006 at 08:00 Norwegian time, the General Meeting unanimously elected the following persons so that these will joint the Board effectively at said time:
Susanne Munch Thore
Line Geheb
Karen Helene Ulltveit-Moe
' * * * * *
No more matters were to be dealt with, and the meeting was adjourned.
Høvik, April 20, 2006
Tore Schiøtz (Signed) Bernhard Chr Funder (Signed)