STPS Stepstone Ord

 
TIDMSTPS 
 
2009 Annual General Meeting - Supplementary information 
 
StepStone ASA 
 
20 April 2009 
 
Shareholders are reminded that the 2009 Annual General Meeting ("AGM") of 
StepStone ASA will take place on Tuesday 22 April at 4 pm (CET) at Felix Centre, 
Bryggetorget 3, PO Box 1025, Oslo. 
 
The Agenda and Recommendations of the Nomination Committee were contained in the 
company's notice dated 31 March 2009. 
 
Attached this notice for the attention of all shareholders are four Appendices 
with respect to said 2009 AGM, which include supplemental information. 
 
1.Update on 2009 AGM 
2.Supplementary CVs 
3.Supplementary Nomination Committee Mandate 
4.Supplementary Proposals 
 
Enquiries: Ian Clapp, Director of Investor Relations. 
Tel: + 44 7850 128094 
e-mail: ian.clapp@stepstone.com 
 
 
Appendices 
 
APPENDIX 1 
 
STEPSTONE ASA (STP) - UPDATE ON ANNUAL GENERAL MEETING 
Reference is made to stock exchange notice of 31 March 2009 and notice of annual 
general meeting in StepStone ASA ("StepStone" or the "Company") to be held on 22 
April 2009, as distributed to all shareholders as of 25 March 2009 and published 
on the Company's website. The agenda of the annual general meeting is comprised 
of 16 items, of which 10 items are proposed by the Board of Directors and 6 
additional items have been requested by Mr. Andreas Hoynigg and certain other 
minority shareholders. 
Following announcement and distribution of the notice, the Board of Directors of 
StepStone has been informed by Mr. Hoynigg et al that they would like to make 
certain amendments to their alternative proposed items as well as propose 
further changes/amendments to the resolutions proposed by the Board of 
Directors. The changes and propositions may be summarised as follows: 
 
- Mr. Hoynigg et al withdraw their previously presented request for agenda 
items 12, 13, 15 and 16. The Company will therefore suggest that these items are 
removed from the agenda. 
 
- In relation to item 7 on the agenda, election of new Board of Directors, Mr. 
Hoynigg et al have presented their alternative Board, which they propose 
consists of Mr. Thomas Verhoeven, Ms Line Ravlo Losvik, Dr. Jens Mueffelmann, 
Ms. Alexandra Rullen and Mr. Larry Lepard. Mr. Hoynigg et al have confirmed Mr. 
Verhoeven's and Ms. Losvik's willingness to accept appointment, and their CVs 
are attached as Appendix 2 - Supplementary CVs. 
 
Information on the other nominees is available in the proposal from the 
Company's Nomination Committee, which was attached to the notice of the annual 
general meeting. 
 
The willingness of Dr. Jens Mueffelmann, Ms. Alexandra Rullen and Mr. Larry 
Lepard to serve as members of the alternate board has not been confirmed by Mr. 
Hoynigg et al. 
 
It should be noted that Dr. Jens Mueffelmann, Ms. Alexandra Rullen and Mr. Larry 
Lepard have informed the Company that they do not accept to be elected as part 
of a board nominated by Mr Hoynigg et al but that they do accept nomination and 
election as part of the total board proposed by the Nomination Committee. 
 
On such basis, only two members of the alternative board proposed by Mr Hoynigg 
et al will accept election in this alternative board. This would mean that if 
this proposal is approved, the company would have a board consisting of two 
members only, in conflict with the Public Limited Companies Act as well as the 
articles of association of the company. 
 
- In relation to item 9 on the agenda, changes to Articles of Association, the 
Board of Directors has proposed an amendment to the Articles of Association in 
relation to the Nomination Committee. The proposed amendment of the Articles 
includes an option for the general meeting to adopt instructions for the 
Committee and its work. Mr. Hoynigg et al will propose that such instructions 
are adopted already at the general meeting and have presented draft 
instructions, which are attached to this release as Appendix 3 - Supplementary 
Nomination Committee Mandate. 
 
The Board considers that it, and not Mr Hoynigg et al should propose the 
instructions for the Nomination Committee and recommends shareholders reject 
these proposed detailed instructions. 
 
In addition to the above, Mr. Hoynigg et al has expressed their intention to 
propose restrictions in the guidelines for remuneration of leading employees 
under item 8 of the agenda and the proposed proxies for issuance of shares under 
item 10 of the agenda at the general meeting. 
 
Mr. Hoynigg et al have furthermore informed the Company that they will seek to 
have the courts appoint a person to open the annual general meeting, as an 
alternative to the attorney nominated by the Company's Board of Directors to 
facilitate an independent person to open and chair the meeting. 
 
Set out hereafter are 
Appendix 2 - Supplementary CVs, being CVs for Mr. Verhoeven and Ms. Losvik as 
proposed alternative directors to the board (as opposed by the board); 
Appendix 3 - Supplementary Nomination Committee Mandate, being proposed draft 
instructions for nomination company (as will be proposed by Mr. Hoynigg et al 
and opposed by the board); and 
Appendix 4 - Supplementary Proposals, being a summary of the latest amended 
proposals from Mr. Hoynigg et al 
 
The board of directors proposes resolutions remains the same as in the 
circulated agenda, and the board opposes all of the original and supplemental 
proposals from Mr Hoynigg et al. 
 
 
APPENDIX 2 
 
CV - Dr. Thomas Verhoeven 
 
Dr. Thomas O. Verhoeven has his focus in advising (i) shareholders and 
stockholders in their disputes among themselves and with majority shareholders 
and within group companies, (ii) litigation in corporate matters, (iii) complex 
M&A and private equity transactions including takeover bids; (iv) German 
anti-trust filings, (v) and granting of collateral in financings of M&A 
transactions. Thomas Verhoeven advised Deutsche Bank AG in litigation matters 
during his time in Cologne, international companies in transactional matters and 
private equity clients as Audax Group, CapVest, Golden Gate Capital, Madison 
Dearborn Partners and MidOcean Partners during past years. He is also involved 
in advising in restructurings and insolvency matters. Presently, he is member of 
the Supervisory Board of the software company Infor Global Solutions Deutschland 
AG. 
 
Partner of Boden Oppenhoff & Schneider in Cologne 1982 - 2000 (and successor 
firms) as well as head of the New York office of Oppenhoff & Rädler 1991 - 2000. 
Partner and head of the German department of Kirkland & Ellis International LLP 
in London from December 2000 until 2004, and 2004/2005 Partner in the Munich 
office he co-founded, as well as Of Counsel of Kirkland & Ellis International 
LLP October 2005 until January 2008. Since February 2008 with his own office. 
 
·1978 Zulassung/Admission als Rechtsanwalt in Deutschland 
 
·1991 Zulassung/Admission als Licensed Legal Consultant, New York (auch als 
Notary Public) 
 
·Mitglied/Member of New York State Bar Association, International Section, 
Chair of International Section (1996/1997), Mitglied/Member of the House of 
Delegates 1997/1998 
 
·Mitglied/Member of Answaltskammer of the City of New York; Mitglied/Member of 
the  Task Force on International Legal Services and the Task Force on 
Multi-Disciplinary Partnerships 
 
·American Bar Association: Mitglied/Member of the International Section (bis 
2008), Mitglied des Section Council 1999 bis 2002, Co-Chair des Spring Meeting 
of International Section New York 1998, Chair and Teilnehmer an zahlreichen 
Panels of ABA Meetings 
 
·Mitglied/Member of International Bar Association (bis 2008) 
 
·Mitglied/Member des Advisory Board of The Centre for American and 
International Law (zuvor Southwestern Legal Foundation), Panelteilnehmer an den 
Symposien des Centres 1998 and 1999 (Einführung des EURO) 
 
·Mitglied/Member des Aufsichtsrates/Supervisory Board of Infor Global Solutions 
Deutschland AG since 2004 
 
Line Ravlo-Losvik 
 
Line Ravlo-Losvik is doctor juris and partner based in the firm's Oslo office. 
She is part of the Corporate group, and deputy head of the company's group for 
company law and accounting. 
 
During her work as a lawyer, she has assisted international and national 
companies regarding acquisition of and restructuring business. During that 
assistance, she has extensive experience with shareholders agreements, company 
flotation, corporate structure, due diligence and other issues related to 
company law. Further, she has particularly worked with negotiations and drafting 
of contracts such as share purchase agreements and asset purchase agreements. In 
addition to special competence related to company law, M&A and restructuring, 
she has also worked with real property law, litigation and private international 
law. 
 
Curriculum Vitae 
 
Work experience: 
 
·2009 Partner, Wikborg Rein, Oslo 
·2003-2008 Senior Associate, Wikborg Rein, Oslo 
·2002-2003 Legal advisor NORBAT VI, Kosovo/Fyrom 
·2001-2002 Senior Associate, Wikborg Rein, Oslo 
·2000 Associate, Wikborg Rein, Oslo 
·2000 Assistant Professor, Faculty of Law, University of Tromsø 
·1997-2000 Research Fellow, Faculty of Law, University of Tromsø 
·1996-1997 Assistant Professor, Faculty of Law, University of Tromsø 
·1996 Assistant Lecturer, Faculty of Law, University of Tromsø 
·1995 Trainee, Law Department British Petroleum, Stavanger 
·1994-1995 Assistant Lecturer, Faculty of Law, University of Tromsø 
 
Publications: 
 
·Several articles in Norwegian and Nordic periodicals 
·ACCESS TO COURT - Access to Court in Civil Cases as Ensured by Article 6 of 
the European Convention on Human Rights, Faculty of Law, Tromsø 2000 (Doctoral 
theses) 
 
Directorships: 
 
·2007-2008 Member of the Norwegian Bar Association's permanent advisory groups 
in Corporate Law 
·2007 Board member, NattoPharma ASA 
·2007-2008 Board member, Finanshuset ASA 
2005-2006 Board member, Wikborg Rein, Oslo 
 
Education: 
 
·2000 Practising certificate 
·2000 Doctor juris (PHD), University of Tromsø 
·1996 Cand. Jur., University of Tromsø 
 
APPENDIX 3 
 
Nomination Committee Mandate and Charter for StepStone ASA org.nr [  ] 
Resolved in annual general meeting on the 22 April 2009 
 
Purpose and mandate: 
 
The Articles of Association provide for a Nomination Committee (the 
"Committee"). The Committee shall evaluate and recommend candidates for 
Directors as well as Director's remuneration, and shall consider and report to 
the shareholders for resolution at the general meeting on the following matters: 
 
·Nomination of members to be elected to the Board of Directors 
·Nomination of Chairperson of the Board of Directors 
·Nomination for election as members of the Committee 
·Nomination for election as the Chairperson of the Committee 
·The proposed remuneration of the Board of Directors 
·The proposed remuneration of the members of the committee 
·Proposal for the Committee Mandate and Charter, and when resolved by the 
General Meeting, any proposed amendments to the Committee Mandate and Charter 
 
The proposal shall be presented in the form of a report, which in principal 
shall be completed within three weeks prior to the General Meeting. In case it 
is not possible to complete the report with in three weeks prior to the holding 
of the General Meeting, for instance because on e of the nominated persons have 
requested consideration time, the report shall be completed as soon as possible. 
The report of the Committee to the general meeting shall be made available to 
the shareholders of the company. The report shall also provide an account of the 
methods applied by the Committee. 
 
Membership: 
 
The Committee shall consist of [number] members to be elected by the 
shareholders at the general meeting. The term of office for the members of the 
Committee shall be [2] years. The Committee chairperson shall be elected by the 
shareholders at the general meeting. 
 
The composition of the Committee shall to the extent possible be consistent with 
the principles of independence in the Norwegian Code of Practise for Corporate 
Governance (NCGB) recommendation number 7, as this provision at any time may 
prevail.  The Committee shall maximum consist of one existing member of the 
Board of Directors, and thus preferably a board member which will not run for 
re-election. The Committee shall not consist of persons who represent the 
company's corporate management. The majority of the members of the Committee 
shall be independent of the Board of Directors and the executive management. 
 
The Committee shall provide before the general meeting a recommendation with 
respect to the election of the members of the Committee. The recommendation 
shall consider the need for rotation within the Committee in such a way that 
members who have served the longest term, shall normally not run for 
re-election. 
 
The Act relating to the Public Limited Liability Companies Sections 6-7, 6-8 and 
6-27 applies correspondingly in relation to the members of the Committee. 
 
The Administrative procedures of the Committee: 
 
The Committee shall operate in accordance with common accepted principles for 
good corporate governance, including (NCGB) recommendation number 7. 
 
The Committee shall meet as often as it deems appropriate and necessary, but at 
least once annually. The Committee will meet when called by the Committee 
chairperson.  The Committee chairperson shall be obliged to call a meeting when 
requested by a member of the committee, by the chairperson of the Board of 
Directors, or by the CEO. The Committee chairperson and on e member shall 
constitute a quorum. All members of the Committee shall however have been given 
fair opportunity to attend the meeting. The Chairperson of the Board of 
Directors and the CEO shall at least annually be invited to attend the meeting 
of the Committee. 
 
The meetings of the Committee will be minuted and the members of the Committee 
taking part in the meeting will sign the minutes. The minutes shall be deposited 
with the company. 
 
Further Responsibilities of the Committee: 
 
The committee shall: 
 
·Develop appropriate search criteria for members of the Board of Directors in 
due consideration of the requirements of the Norwegian Public Limited Company 
Act, the Articles of Association of the Company, the recommendations of NCGB and 
other applicable rules and regulations 
·Actively seek to represent the views of shareholders in general, and should 
ensure that its recommendations are endorsed by the largest shareholders 
 
In assessing the qualifications of prospective members of the Board, the 
Committee shall consider, in addition to any criteria set forth in the Norwegian 
Public Limited Company Act, the Articles of Association of the Company and other 
applicable rules and regulations, each prospective member's personal and 
professional integrity, experience, skills, ability and willingness to devote 
the time and effort necessary to be an effective board member, and commitment to 
acting in the best interests of the Company and its shareholders. Consideration 
shall also be given such that the Board will have an appropriate mix of 
backgrounds and skills. 
 
·The Committee may further adopt minimum qualifications that he Committee 
believes must be met by prospective board members, qualities or skills that the 
Committee believes are necessary for one or more of the Company's directors to 
possess and standards for the overall structure and composition of the Company's 
Board of Directors. 
·Entertain appropriate contact and dialogue with shareholders, the Board of 
Directors and the CEO to fully understand the Company's development and 
challenges 
·Assess whether nominated persons qualify as "independent directors" in 
accordance with NCGB recommendation number 8, and provide accounts for this 
matter in the report 
·Pay particular attention to the board's report on its own performance, cf. 
NCGB recommendation 9 on the work of the board 
·Consider the size and composition of the Board of Directors and the Committee 
and make recommendations to the shareholders at the general meeting for changes 
in the size of the Board and the Committee as the Committee deems appropriate 
·Review and reassess the adequacy of the Committee Mandate and Charter at least 
annually, and propose revisions as appropriate 
·Conduct an annual evaluation of its own performance and provide a report to 
the shareholders at the general meeting 
 
 
APPENDIX 4 
 
Proposed resolutions from Mr. Andreas Hoyinigg and certain other minority 
shareholders 
 
In a letter dated 3 April 2009 to the Board of Directors of StepStone ASA (the 
"Company"), the following resolutions (and amendments to the Board's proposed 
resolutions) have been forwarded: 
 
In relation to agenda item 5 - Board statement concerning compensation to 
leading employees 
 
Mr. Hoynigg et al propose that the shareholders resolve the following binding 
guidelines for use of options and share based remuneration towards leading 
employees: 
 
"No share options shall be issued to leading employees in 2009 or 2010, unless 
to new leading employees in connection with employment and as part of a total 
remuneration package in line with the current market level." 
 
To the extent no base salary increase for 2009 has already been resolved; it is 
further proposed that the shareholders resolve to include the following binding 
guideline for remuneration in the form of fixed salary: 
 
"The CEO, CFO and Group Managing Directors shall not receive an increase of 
their fixed salary for 2009." 
 
In relation to agenda item 9 - Amendment of Articles of Association 
 
Mr. Hoynigg et al propose that the shareholders resolve the following 
resolution: 
"The shareholders resolved to approve the Instructions for the Nomination 
Committee as to the AGM." The proposed instructions are attached to the 
announcement. 
 
In relation to agenda item 10 - Board proxy to issue shares 
 
Mr. Hoynigg et al propose that the following sentence included in all four 
proposed proxies is taken out of the resolutions: 
 
"The authorization may be used in the events described in the Norwegian 
Securities Trading Act Section 6-17 (2)." 
 

Stepstone Ord (LSE:STPS)
Historical Stock Chart
From May 2024 to Jun 2024

Stepstone Ord (LSE:STPS)
Historical Stock Chart
From Jun 2023 to Jun 2024