KVR Kvaerner Asa

RNS Number:2364C
Kvaerner ASA
18 April 2001


Annual General Meeting of Kvaerner ASA

London, 18 April 2001:  The Annual General Meeting of Kvaerner ASA will be
held on Friday 4th May 2001 at Gamle Logen, Grev Wedels plass 2, Oslo, Norway.

Notice of the General Meeting is outlined below:

KVAERNER ASA
NOTICE OF ANNUAL GENERAL MEETING 

Notice is hereby given that the Annual General Meeting of Kvaerner ASA will be
held at 14:00 hrs on Friday 4 May, 2001, at Gamle Logen, Grev Wedels plass 2,
Oslo, Norway.

Voting slips will be distributed outside the meeting room between 13:00hrs and
14:00hrs on the day of the Meeting.

The Agenda will be as follows:

1. Report by the Group President & CEO
2. Approval of the Annual Report and Accounts for 2000 for Kvaerner ASA and
the Kvaerner Group
3. Distribution of dividend
   The Board proposes that no dividend be distributed to the shareholders for
the financial year 2000.
4. Remuneration to the Board of Directors
5. Election of Directors
6. Elections of members of the Election Committee
7. Amendment of the Articles of Association

The first paragraph of Article 4 of the Company's Articles of Association sets
out that voting rights for shares which have been subject to a share transfer
cannot be exercised until at the earliest four weeks after the transfer of the
shares in question has been registered in the Norwegian Securities Registry
(VPS). This provision is assumed not to be in accordance with the mandatory
requirements of new Public Companies Act which came into force in 1999, and
has consequently not been applied to the votes of the General Meetings held in
1999 and 2000. The Board of Directors therefore proposes that this provision
is now deleted from the Company's Articles of Association.

After the amendment, article 4 will read as follows (translated from
Norwegian):

"Article 4 - Transfer of Shares

The Board of Directors shall refuse approval of a transfer of shares insofar
as the share acquisition may impair the licence to acquire real property or
any other right held by the company or its subsidiary companies or its chances
of later acquiring such licence. In the event the Board of Directors has
refused to approve the transfer of shares, a time limit of three months may be
stipulated in which the circumstances must be brought to order, such as the
reversal of the purchase of shares or by sale of the shares to someone who is
allowed to be a shareholder of the Company, or if necessary causing the shares
to be sold at public auction."

8. Approval of the remuneration to the Company's Auditor

9. Proposal to authorise the Board of Directors to increase the share capital
by up to NOK 75,000,000

At the Annual General Meeting in 2000, the Board of Directors was authorised
to increase the share capital by up to NOK 75,000,000 by issuing new shares.
The Board proposes this authority to be renewed. The reason for the proposal
is partly to enable the Board to quickly conduct mergers with and acquisitions
of other businesses against consideration in shares in situations where the
Board deems this to be in the interest of the Company, and partly to issue new
shares to employees of Kvaerner ASA, and other companies of the Kvaerner Group
as a part of employee incentive arrangements. The proposal thereby implies
that the shareholders' pre-emptive rights to the new shares may be set aside.
As regards incentive arrangements introduced in favour of Group employees
during 1999 and 2000 reference is made to note 4 and 5 to the Kvaerner ASA
accounts included in the Annual Report for 2000. 

Against this background, the Board proposes to the Annual General Meeting that
it makes the following resolution: 

(a) The Board is authorised to increase the share capital of the Company by up
to NOK 75,000,000 by issuing up to 6,000,000  new ordinary shares, each with a
par value of NOK 12.50. The Board is further authorised to determine the
subscription price and to amend Article 3 of the Articles of Association
accordingly when issuing new shares according to this authorisation.

(b) The Board may decide that the existing shareholders shall have no
pre-emptive rights in connection with the share issue. The authority also
comprises a right to do a share issue by way of a merger and against
consideration in kind. The authority may be exercised by one or more
decisions. The authority may also be exercised in situations described in
Section 4-9 of the Norwegian Stock Exchange Act of 1985 and Section 5-15 of
the Norwegian Stock Exchange Act 2000 when this enters into force.

(c) This authority replaces the existing authority granted to the Board at the
Annual General Meeting in 2000 and shall be valid for two (2) years as from
the date of the Annual General Meeting. 

When considering the proposed waiver of the shareholders' pre-emptive rights
to subscribe for shares under the above authority, information on the status
of the company may be found in the Annual Report and Accounts for 2000 and the
Interim Report for the first quarter of 2001, which will be made available
prior to the Annual General Meeting.

10. Proposal to authorise the Board of Directors to acquire treasury shares 
As regards acquisition of treasury shares, the Board proposes to the Annual
General Meeting that:

(a) The Board be authorised, on behalf of the Company, to acquire the
Company's own shares in an aggregated nominal value of up to NOK
133,292,387.50, divided into 10,663,391 shares, which equals 10% of the
Company's issued share capital. This authority also applies to acquiring
security interests in the Company's own shares. 

(b) The highest and lowest amount to be paid per share shall be NOK 500 and
NOK 12.50, respectively. The Board may at its discretion decide methods for
acquiring and selling such treasury shares.

(c) The authority shall be valid as from the date of the Annual General
Meeting and up to 4 November 2002.

*****
Pursuant to Article 7 of the Articles of Association, the Annual General
Meeting will be opened and chaired by the Chairman of the Board of Directors,
Christian Bjelland.

The Annual Report containing the Annual Accounts, the Report of the Board of
Directors, the report of the Auditor and the Company's Articles of Association
is enclosed hereto. The Annual Report and this Notice are also available at
the offices of Kvaerner ASA, Prof. Kohts vei 15, Lysaker, Baerum, Norway.
Shareholders may call + 47 67 51 30 00 to obtain copies. 

Shareholders wishing to attend the Annual General Meeting, either in person or
by proxy, must give notice of their attendance by forwarding the enclosed
Notice of Attendance to Kvaerner ASA, c/o Den norske Bank ASA
Verdipapirservice, Stranden 21, NO-0021 Oslo, Norway, telefax no +47 22 48 11
71 or +47 22 94 90 20. The Notice of Attendance must be received no later than
4pm (Oslo time) Monday 30 April 2001 Shareholders may, if they wish, appoint
either Christian Bjelland, Chairman of the Board of Directors, or Kjell E.
Almskog, Group President & CEO, to act on their behalf at the Annual General
Meeting.

Lysaker, 20 March, 2001
Kvaerner ASA


The Board of Directors

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