B2Holding : Case 5) Dividend Policy – Authorisation to resolve distribution of dividends

Dividend Policy

Revision historical past

VERSION DATE 2 26 April 2022

DESCRIPTION

Dividend Policy relevant from 26 April 2022

B2Holding ASA’s (“the Company”) goal is to create lengthy-time period sustainable worth for its house owners, by aggressive return within the kind of dividend, share buyback programmes and will increase within the share worth over time.

The Dividend Policy assumes that the Company always have a strong stability sheet and liquidity reserve that’s adequate to meet future liabilities and a balanced reserve for enterprise alternatives.

The Dividend Policy kinds the premise for the Board’s proposals to the Annual General Meeting on money dividend funds or authorisation for cost of dividend on one or a number of events primarily based on the final audited monetary accounts.

B2Holding will goal a distribution to its shareholders for a monetary yr of 20-50% of revenue after tax on a consolidated foundation in phrases of the aggregated quantity of dividend pay-out and distribution in variety of share purchase-again applications of treasury shares. Distributions by dividends or share purchase-again applications can solely be initiated by the Board of Directors primarily based on an authorisation from the General Meeting relevant for one or a number of events restricted to the framework of the newest annual accounts.

The Board will take into account and guarantee that the Group’s capital adequacy is at a passable stage after a prudent evaluation of the necessity for preserving capital for market alternatives and enhancing the Group’s monetary liquidity resilience and monetary solidity.

B2Holding maintains one class of shares. Each share carries one vote, and all shares carry equal rights together with the fitting to obtain dividend and take part and vote in General Meetings.

The Company will all the time have a transparent and predictable Dividend Policy established and revised yearly by the Board.

Dividend pay-out

The dividends could also be distributed on one or a number of events.

The Board will take into account authorized restrictions, equivalent to set out within the Norwegian Public Limited Companies Act, and consider capital expenditure plans, financing necessities and sustaining the suitable strategic flexibility and financial outlook. Any future funds of dividends can be denominated in NOK and can be paid to the shareholders by the VPS in accordance with the Articles of Associations.

Such concerns embrace market alternatives, liquidity and solidity danger, timing impact from portfolio recoveries, monetary covenants, common enterprise situations and capital restrictions and many others. on the time of the dividend to be assessedand paid. Except in sure particular and restricted circumstances set out within the Norwegian Public Limited Companies Act, the quantity of dividend paid might not exceed the quantity really useful by the Board.

There could be no assurance {that a} dividend can be proposed or declared in any given yr. If a dividend is proposed or declared, there could be no assurance that the dividend quantity or yield can be as contemplated above.

Legal constraints on distribution of dividends

Dividends could also be paid in money or in some situations in variety. The Norwegian Public Limited Companies Act offers the next constraints on the distribution of dividends relevant to the Company:

• – The Norwegian Public Companies Act offers that the Company might distribute dividend to the extent that the Company’s internet belongings following the distribution covers (i) the share capital, (ii) the reserve for valuation variances and (iii) the reserve for unrealised positive factors. The calculation of the distributable fairness shall be made primarily based on the stability sheet included within the accredited annual accounts for the final monetary yr, offered, nevertheless, that the registered share capital as of the date of the decision to distribute dividend shall be utilized.

  Following the approval of the annual accounts for the final monetary yr, the Annual General Meeting might also authorise the Board to declare dividend on the premise of the Company’s annual accounts. Dividend might also be resolved by the Annual General Meeting primarily based on an interim stability sheet which has been ready and audited in accordance with the provisions making use of to the annual accounts and with a stability sheet date not additional into the previous than six months earlier than the date of the Annual General Meeting’s decision.

• – Dividend can solely be distributed to the extent that the Company’s fairness and liquidity following the distribution is taken into account sound.

The Norwegian Public Companies Act doesn’t present for any time restrict after which entitlement to dividend lapses. Subject to numerous exceptions, Norwegian regulation offers a limitation interval of three years from the date on which an obligation is due. There aren’t any dividend restrictions or particular procedures for non-Norwegian resident shareholders to declare dividends.

Manner of dividend funds

Any future funds of dividends on the shares can be denominated in NOK and can be paid to the shareholders by the VPS. Investors registered within the VPS whose deal with is exterior Norway and who haven’t provided the VPS with particulars of any NOK account, will, nevertheless, obtain dividends by verify of their native foreign money, as exchanged from the NOK quantity distributed by the VPS. If it isn’t sensible within the sole opinion of the Company’s VPS Registrar, to difficulty a verify in a neighborhood foreign money, a verify can be issued in USD.

The issuing and mailing of checks can be executed in accordance with the usual procedures of the VPS Registrar. The trade charge(s) that’s utilized would be the charge on the date of issuance. Dividends can be credited routinely to the VPS registered shareholders’ NOK accounts, or in lieu of such registered NOK account, by verify, with out the necessity for shareholders to current documentation proving their possession of the shares.

Share purchase-again applications

A share purchase-again program could also be initiated on one or a number of events.

An authorisation to purchase personal shares allows the Board to make the most of the mechanisms permitted within the Norwegian laws and is a vital component to constantly alter the Company’s capital construction in a extra expedient method. However, the laws states that such mechanisms are topic to not giving an unreasonable benefit to sure shareholders or different events on the expense of different shareholders or the Company. The Norwegian laws states that an organization might not deal with shareholders in another way except there’s a factual foundation for such discrimination.

The Board authorisation given by the Annual General Meeting or one other General Meeting to purchase treasury shares is legitimate solely till the subsequent Annual General Meeting and never longer than till the tip of 30 June the previous yr.

Pursuant to the Norwegian Public Companies Act, the Board could also be granted an authorisation by the General Meeting, to purchase personal shares with a complete nominal worth of up to 10 % of the share capital. A share purchase-again program could also be organised below the structured “protected harbour” exemption guidelines or as a single market transaction organized by an public sale course of.

Any purchase-again program can be carried out in accordance with the authorisation offered by the Annual General Meeting. The objective of the purchase-again with aggregated quantity quantity of shares or worth can be disclosed. The share purchase-again program can be organized in accordance with the necessities in Commission Delegate Regulation (EU) No 2016/1052 of 8 March 2016 and Regulation (EU) No 697/2014 and revealed in accordance with the necessities in article 5 of the EU Market Abuse Regulation and topic to the disclosure necessities pursuant to Section 5-12 of the Norwegian Securities Trading Act.

Any transactions carried out by B2Holding in its treasury shares can be carried out by Euronext Oslo Børs and in any case on the prevailing inventory trade charges. In the occasion that there’s restricted liquidity within the shares, B2Holding will take into account different methods to cater for equal therapy of shareholders.

A purchase-again program complying with the Market Abuse Regulation will replicate {that a} most quantity of shares acquired throughout one buying and selling day should not exceed 25 % of the every day quantity common in the course of the earlier 20 buying and selling days and the utmost worth paid can be restricted to quantity weighted common worth as quoted on Oslo Børs for the 5 final enterprise days prior to the time of the acquisition, plus 5 %.