Annual General Meeting 2017

Minutes Outcome Voting Protocol

The Board of Directors of Asetek A/S hereby gives notice of the annual general meeting to be held on April 25th 2017 in Aalborg, Denmark.

The notice convening the general meeting, the agenda, and the full text of all proposals can be downloaded from here.

On the day of the notice of the general meeting there are 25,457,752 shares and 25,457,752 voting rights in Asetek A/S.

The following documents will be submitted to the general meeting:

 - Annual Report 2016

 

Notice of the meeting has been sent by email to the shareholders whom have requested communication vie email. A blank version of the notice of attendance, proxy and votes can be downloaded from here.

Please note that if you keep your shares in a nominee account, which is typical for non-Norwegian investors, the Company does not have access to your name and other personal details. This means that invitations for general meetings, etc. will not automatically reach you.

You may want to work with your custodian/nominee bank to ensure that your shares are registered in your name. Or, if you can document your ownership as per the registration date 18 April, 2017, you can submit this documentation together with your postal or proxy vote, and your vote will be registered if the chairperson of the general meeting can accept the provided documentation.

Bios for the individuals proposed for the Board of Directors:

 - Samuel Szteinbaum
 - Chris J. Christopher
 - Knut Øversjøen
 - Jim McDonnell
 - Jørgen Smidt

 

Bios for the individuals proposed for the Nomination Committee:

 - Ib Sonderby
 - Scott Pagel
 - Samuel Szteinbaum

Certain tax issues related to the proposed dividend payment

[Revised on March 31 2017 at 6:45 pm]

Background for proposal to pay dividend

In line with the dividend policy adopted by the Board in October 2016, Asetek is proposing a NOK 1.00 per share dividend to be approved by the annual general meeting (‘AGM’) in April 2017.

Such a proposal by the board is a requirement for the AGM to discuss and vote on the matter.

When proposing the above annual dividend level, the Board has taken into consideration the Company’s growth plans, liquidity requirements and necessary financial flexibility.

In order to make an informed decision as to whether to vote yes or no on the proposal, Asetek believes it to be important to the shareholder to be fully aware of certain tax aspects.

Taxation issue

Asetek A/S went public in 2012. Following the reorganizations carried out in connection to this, Asetek A/S became domiciled for tax purposes in both countries according to US internal tax law.

Impact on Asetek

As a consequence of being domiciled for tax purposes in both Denmark and USA, Asetek A/S is subject to unlimited tax liability in both countries at the same time.

This double taxation situation should not as such significantly impact Asetek, since almost all of its taxable income is created in subsidiaries, which are not subject to the above mentioned issues. The tax situation is described in Asetek’s prospectus from 2013 and 2015 respectively.

Impact on shareholders

For the shareholder, the tax situation has the effect that Asetek A/S has to withhold dividend tax on the same dividend distribution in both USA and Denmark – resulting in potential double taxation at shareholder level.

Asetek is enquiring with experts and authorities in both jurisdictions to find the correct and most amicable solution. Currently, it is Asetek’s perception that dividend distributions in general should be subject to 27% of Danish withholding tax and 30% of US withholding tax. Based on the applicability of a double tax treaty, part of the withholding tax (normally down to 15%) may be reclaimed upon request to the Danish and US tax authorities. The shareholders are recommended to seek individual advise on the taxation of the dividends and possibilities of claiming relief from withholding taxes.  

Possible relief in future

According to the double tax treaty between Denmark and USA, a company should only be deemed domiciled for tax purposes in one of the countries. The competent tax authorities in both countries are in such situation obliged to negotiate and try to seek consensus on where the company should be considered tax domiciled according to the double tax treaty. The competent tax authorities are however not obliged to reach consensus.

Asetek is currently evaluating various ways to handle the issue going forward, where either the requirement to withhold dividend tax to two countries or the double taxation situation itself can be removed.

Disclaimer

It should be noted that the above statements are based on a number of assumptions and are general in nature. This general description may not in any event be interpreted to be tax advice. It is up to the individual shareholder/tax-payer to calculate the correct taxes. Asetek suggests the shareholders to consult their own tax advisors on this topic.

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