Notice of EGM
14/03/2008 10:50am
UK Regulatory
RNS Number:1180Q
Jumpit ASA
14 March 2008
Jumpit ASA
("Jumpit" or the "Company")
Notice of Extraordinary General Meeting
The board of Jumpit has today sent shareholders a notice of Extraordinary
General Meeting ("EGM") to be convened for 10 a.m. Central European Time on 1
April 2008 at the Company's offices, Martin Linges vei 15-25, 1367 Snaroya,
Norway.
The principal business of the meeting is fourfold, to grant the board authority
to issue shares, the approval of the issue of options to management and a share
option scheme, to approve the appointments of two female directors and to
approve the change of name of the Company to MultiPower ASA.
Enquiries:
Jumpit Morten Hansson + 47 67 82 70 40
Chief Executive Officer
Hanson Westhouse Limited Bill Staple / Martin Davison + 44 20 7601 6100
An unofficial English translation of the notice sent to shareholders is here set
out in full:
To the shareholders of Jumpit ASA
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is given of an extraordinary general meeting of Jumpit ASA to be held on
1 April 2008 at 10.00 hours CET
in the company's offices at Martin Linges vei 15-25, 1367 Snaroya.
The following matters will be dealt with:
1. Opening of the meeting by the Chairman and registration of shareholders
represented in the meeting
2. Election of persons to chair the meeting and to co-sign the minutes
3. Approval of the notice and the agenda
4. Board authorization to issue shares
The board proposes that the general meeting resolves to issue an authorization
to the board to issue shares as follows:
The board is authorized to increase the share capital of the company through the
issue of shares up to an aggregate nominal value of NOK 1,257,457, representing
50 per cent of the nominal value of the ordinary share capital of the company,
through one or more share issues. The authorization is valid for two years from
the conclusion of the general meeting. The pre-emptive rights of the existing
shareholders may be derogated from. The authorization includes share issues with
contribution of other assets than cash and a right to assume special obligations
on behalf of the company. The authorization also includes the right to resolve
mergers pursuant to section 13-5 of the Public Limited Liability Companies Act.
The authorization replaces all existing authorizations.
As the company is going through a transitional period, the board desires to have
a degree of flexibility regarding the issue of shares.
In addition, the board also desires authority to issue shares to the company's
key employees, including to members of the board, through a share option
incentive scheme and/or through subscription of shares. Shares issued through
these initiatives shall be limited to up to 10 per cent of the ordinary share
capital of the company.
As part of a separate initiative to that mentioned in the paragraph above, the
board requests authority to issue, with immediate effect, options equal to 7.5 %
of the ordinary share capital of the company to Oystein H. Kvarme (Chairman of
the board), Thomas A. Kielland (board member) and Morten Hansson (CEO) or
entities controlled by them. Each of Messrs Kvarme, Kielland and Hansson, or
entities controlled by them, is to be issued 2.5 % each. These options shall be
exercisable at 1.25p.
5. Election of Directors
In order to strengthen the board, it is being proposed that Sissel Edvardsen and
Karin Juel Teige are replaced by Cecilie M. Vanem and Ellynor Brorvik. The new
board will consist of the following persons:
- Oystein Hedenskou Kvarme (Chairman)
- Thomas Axel Kielland
- Cecilie M. Vanem
- Ellynor Brorvik
6. Remuneration for the new directors
The board proposes that the two newly elected directors, Cecilie M. Vanem and
Ellynor Brorvik, shall receive a remuneration of NOK 25,000 each for their work
as board members in 2008.
7. Change of company name to MultiPower ASA
The board proposes that the company changes its name to MultiPower ASA. Thus,
section 1 of the company's articles of association is proposed to be amended to
read as follows:
"The name of the company is MultiPower ASA. The company is a public limited
liability company."
The 2006 audited annual accounts and the unaudited 2007 accounts of the company
are available at the offices of the company.
Shareholders unable to attend the meeting may appoint a proxy (see the attached
proxy form).
* * *
Snaroya, 14 March 2008
On behalf of the board in Jumpit ASA
(sign.)
Oystein Hedenskou Kvarme
Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
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