NOTICE OF ORDINARY GENERAL MEETING NATTOPHARMA ASA
The Shareholders of NattoPharma ASA (organization number 987 774 339) is hereby summoned to ordinary general meeting to be held on June 29th 2009 at 14.00 hours CET. The meeting will take place at the company's office address, Lysaker Torg 5, 1366 Lysaker.
The following issues will be dealt with:
Agenda
1 Opening of the meeting by the Chairman of the Board of Directors Mr. Ola Røthe, and register of shareholders present in the meeting
2 Election of person to chair the meeting and one person to co-sign the minutes
3 Approval of the summoning and the proposed agenda
4 Approval of Annual accounts and report 2009
The board of directors propose not to pay dividends for the fiscal year 2008. The Annual accounts and report for 2008 including auditors' report is made public on the company's web site, www.nattopharma.com in Norwegian. An English version will follow shortly.
The Board of Directors propose to the general meeting to adopt the following resolution:
"The Annual accounts and report for 2008 is approved."
5. Election of members to the Board of Directors
The election committee's recommendation will be published on the company's web site www.nattopharma.com prior to the date for the general meeting.
6 Election of members to the Election committee
The election committee's recommendation will be published on the company's web site www.nattopharma.com prior to the date for the general meeting.
7 Approval of the remuneration for the Board of Directors
The election committee's recommendation will be published on the company's web site www.nattopharma.com prior to the date for the general meeting.
8 Approval of the remuneration for the Election committee The election committee's recommendation will be published on the company's web site www.nattopharma.com prior to the date for the general meeting.
9 Approval of the remuneration for the Auditor
The auditor's remuneration for 2008 is accounted for in Note 7 in the Annual accounts and report 2008.
The Board of Directors propose to the general meeting to adopt the following resolution:
"The remuneration is paid in accordance to the auditor's invoice."
10 Assessment of the Board of Director's principles and guidelines regarding salary compensation policy and other remuneration of senior executives in the company
10.1 The Board of Director's statement regarding the salary compensation policy and other remuneration of senior executives, including the compensation policy for the preceding fiscal year and how the guidelines for salary compensation policy have been carried out.
10.2 Advisory reconciliation of the Board of Director's principals and guidelines regarding salary compensation and other remuneration of senior executives for the next fiscal year. The Board of Directors statement regarding principles and guidelines for salary compensation and other remuneration for senior executives is enclosed.
11 Authorization for share capital increase
The Board of Directors proposes to the general meeting to approve an authorization for the Board of Directors to increase the share capital by up to NOK 500,000 based on an issuance of up to 5,000,000 new shares each with a face value of NOK 0.10. It is also proposed that the board of Directors is authorized to deviate from the shareholders right of preference to subscribe new shares.
The basis for the proposal to give the Board such authority is a need to strengthen the company's equity through one or more private placements, and that it is time saving and cost-effective that a possible capital increase takes place after a Board resolution on the basis of an approved and registered share issue authority.
The basis for giving the Board of Directors authority to deviate from the shareholders right of preference to subscribe new shares is a need for flexibility in relation to the time frame regulated by law with respect to preferential share issues.
A copy of the company's latest annual accounts and report including the audit report is available at the company's office in Bærum municipality. No events have taken place after the last balance sheet date which is essential for the company's financial position, except for information which the company have published or publishes on the Oslo Stock Exchange.
The Board of Directors proposes that the general meeting resolves the following authority:
1. The Board is authorized to increase the share capital by up to NOK 500,000 by issuing up to 5,000,000 shares each with a nominal value of NOK 0.10. Increases within this framework can be made by one or more issues, after the Board's decision. The minimum subscription rate per issue will be NOK 4.50 per share.
2. The authorization is valid for 12 months from the general meeting date.
3. The Board of Directors is authorized to resolve that the shareholders' preferential subscription right in accordance with the Norwegian Public Limited Companies Act § 10-4 can be waived.
4. The authorization does not include a capital increase with deposits in other assets than money or the right to incur special obligations on behalf of the company, pursuant to the Norwegian Limited Companies Act § 10-2. Neither does it include authorization to make decision regarding a merger in accordance with the Norwegian Limited Companies Act § 13-5. Best regards On behalf of the Board of Directors of NattoPharma ASA Ola Røthe Chairman of the board (Sign.)