AGM Information • Apr 25, 2024
AGM Information
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On April 25, 2024, StrongPoint ASA held the ordinary general meeting.
The ordinary general meeting was held at ABG Sundal Colliers ASA's offices, Ruseløkkveien 26, Oslo.
The ordinary general meeting was opened by the Chairman of the Board Morthen Johannessen,
12,691,472 shares and votes, of a total of 44,888,352, were represented, corresponding to 28.3% of the issued shares.
It was stated that the notice had been sent to all shareholders with a known address on 04 April 2024. As there were no objections, the notice and agenda were approved. The chairman of the meeting declared the ordinary general meeting legally set.
The board's proposals for annual accounts, annual report and principles for corporate governance were published in the company's annual report on the company's website together with the notice of the general meeting. The auditor's report was also included in the annual report.
The board's proposal for annual accounts and annual report for the financial year 2023, as well as the company's principles for corporate governance, were unanimously approved.
In accordance with the Board of Directors proposal, the remuneration of the company's auditor Ernst & Young with NOK 592,780 for auditing and related services for the year 2023, was unanimously approved.
It was informed that the Board of Directors do not propose to pay a dividend for the financial year 2023.
Pursuant to section 5-6 (4) of the Norwegian Public Limited Liability Companies Act, the annual general meeting shall review and evaluate the board of directors' report on corporate governance which has been prepared in accordance with section 3-3b of the Norwegian Accounting Act. The statement is included in the annual report which is available at the Company's web-page strongpoint.com. The report was not subject to voting by the General Meeting.
The chairman of the board, Morthen Johannessen, explained the nomination committee's recommendation. A board member is elected for one (1) year at a time. The nomination committee's proposed one change. The nomination committee's proposal was unanimously approved and the following board members were elected:
In accordance with the nomination committee's proposal, the board remuneration was unanimously approved in the period from the 2023 Annual General Meeting to the 2024 Annual General Meeting, The nomination committee's proposal to held the remuneration at the same level as current year from the Annual General Meeting 2024 to the Annual General Meeting 2025, set at NOK 610,000 for the Chairman of the Board and NOK 305,000 for each of the other board members (of which 20% of gross fees must be used for share purchases), was unanimously approved.
The Nomination Committee's proposal to hold the remuneration for committee from the Annual General Meeting 2024 to the Annual General Meeting 2025 at the same level as current year:
· Members of the remuneration committee:
was unanimously approved.
The chairman of the board, Morthen Johannessen, explained the nomination committee's recommendation. A member of the nomination committee is elected for two (2) years at a time The nomination committee's proposal were unanimously approved and the following members were elected to the nomination committee:
| - Hilde Horn Gilen | (Chair) (2023-2025) |
|---|---|
| - Are Juklestad Berg | (2023-2025) |
| - Inger Johanne Solhaug | (2024-2026) |
In accordance with the Nomination Committee's proposal, the remuneration of the nomination committee's members in the period from the Annual General Meeting 2023 to the Annual General Meeting 2024 was unanimously approved.
The Nomination Committee's proposal to hold the remuneration for committee work from the Annual General Meeting 2024 to the Annual General Meeting 2025 at the same level as current year of NOK 50,000 for the Chair and NOK 40,000 for the members was unanimously approved.
The remuneration report was approved with 99.98% of the votes in favor, 0.02% was against.
NOK 70,000 per year NOK 60,000 per year NOK 50,000 per year NOK 40,000 per year
The Board's proposal of a long-term incentive program was approved with 82.1% of the votes in favor, 17.9% was against.
The board's proposal that the general meeting in accordance with the Public Limited Liability Companies Act § 10-14 authorize the board to increase the company's share capital by up to NOK 5,580,000, which amounts to 9,000,000 shares, was reviewed. The objective of the authorisation is to qive the Board of Directors the possibility to issue shares that can be used in connection with future private placements, acquisitions of companies within the same industry, potential strategic acquisitions and /or mergers and for management and employee incentive programme including the Long Term Incentive program. The general meeting then passed the following resolution with 84.1% of the votes in favor:
The board's proposal that the general meeting in accordance with the Public Limited Liability Companies Act § 9-4 authorizes the board to acquire own shares with a total nominal value of up to NOK 2,728,000, which amounts to 4,400,000 shares, and corresponds to just under 10% of the company's share capital, was reviewed. The objective of the authorisation is to enable the Board of Directors to ensure an optimal capital structure at all times and that the company shall be able to have holdings of own shares which the Board can use as consideration with potential acquisitions and for management and employee incentive programme including the Long Term Incentive program. The general meeting then passed the following resolution with 84.1% of the votes in favor:
The agenda for the ordinary General Meeting had no further items and the meeting was adjourned.
* * *
Morthen Johannessen
Marius Drefvelin
| Name | Number of shares | ರ್ಕೆ |
|---|---|---|
| Drefvelin Marius | 17 000 | 0,0 % |
| Gilen Hilde | 19 090 | 0,0 % |
| Gomez | 19 846 | 0,0 % |
| Greger Stein | 472 | 0,0 % |
| Hetland Eivind | 10 000 | 0,0 % |
| IFSL Marlborough European Special Situations Fund | 1 403 665 | 3,1 % |
| Johannessen Morthen incl. fully owned companies | 113 989 | 0,3 % |
| Kawa Invest AS | 170 000 | 0,4 % |
| Laksfoss Cathrine | 6 138 | 0,0 % |
| Laxey AS | 74 000 | 0,2 % |
| Mažulis Rimantas | 30 523 | 0,1 % |
| Nordtveit Audun | 23 999 | 0,1 % |
| Olsen, Knut Olav Nyhus | 37918 | 0,1 % |
| Quaero Capital Funds Lux Argonaut | 2 011 821 | 4,5 % |
| Sole Active AS | 2 221 717 | 4,9 % |
| SPDR Portfolio Europe ETF | 1 290 | 0,0 % |
| Stabell Ann Merete | 27 960 | 0,1 % |
| Stichting Bedrijfstakpensionen Fonds Voor De Media PNO | 2 607 | 0,0 % |
| Strømstangen AS | 3 933 092 | 8,8 % |
| Sveinja Invest AS | 160 000 | 0,4% |
| Tohatt A5 | 869 807 | 1,9 % |
| Tveraabak Jacob incl. fully owned companies | 230 843 | 0,5 % |
| Ugelstad Per Einar | 422 800 | 0,9 % |
| Verdipapirfondet DNB SMB | 202 895 | 0,5 % |
| Waaler AS | 680 000 | 1,5 % |
| 12 691 472 | 28,3 % | |
Total number of shares
44 888 352
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