AGM Information • Apr 18, 2024
AGM Information
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In consideration of the number of foreign shareholders of the Company, these minutes have been prepared in both Norwegian and English. In case of variation in the two versions, the Norwegian version shall prevail.
The annual general meeting for 2023 was held at the company's premises at Ruseløkkveien 26, 8th floor in Oslo on 18 April 2024 at 11:00 hours.
The Chairman of the Board, Mr Knut Brundtland opened the meeting.
Altogether 214,987,275 shares were represented, constituting 41.29% of the total voting rights.
Knut Brundtland was elected to chair the meeting. Per-Ove Breivold was elected to co-sign the minutes.
The general meeting approved the resolution with all votes in favour.
The notice of the meeting and the agenda for the meeting were approved.
The general meeting approved the resolution with all votes in favour.
The chairman of the meeting presented the 2023 annual financial statements and the Board of Directors Report. Based upon the Board of Directors' proposal the general meeting resolved to approve the 2023 annual financial statements and the Board of Directors Report, including NOK 264m (NOK 0.50 per share) to be paid as dividend to the shareholders as at 18 April 2024 and NOK 47m will be transferred from other equity.
The general meeting approved the resolution with 214,983,412 votes in favour, while 3,863 shares didn't vote.
The general meeting took note of the statement on corporate governance.
The general meeting approved the remuneration of the auditors in accordance with invoice.
The general meeting approved the resolution with 214,509,291 votes in favour, 476,559 votes against, while 1,425 shares didn't vote.
Based on the Nomination Committees' proposal, the general meeting approved the following resolution:
"The remuneration to the members of the Board of Directors shall be NOK 290,000 and NOK 400,000 for the Chairman for the upcoming mandate period 2024-2025. The Board is given flexibility to decide the date of payment of the approved remuneration according to what is considered practical.
Members of the Audit Committee shall receive a remuneration of NOK 70,000 and the chairman NOK 90,000 for the upcoming mandate period 2024-2025.
Members of the Compensation Committee shall receive a remuneration of NOK 20,000 and the chairman NOK 25,000 for the upcoming mandate period 2024-2025.
Compensation to the chairman of the Nomination Committee shall be NOK 40,000 whereas the other members are compensated with NOK 20,000 for the upcoming mandate period 2024-2025. "
The general meeting approved the resolution with all votes in favour.
Based on the Nomination Committees' proposal, the general meeting approved the following resolution:
"The Chairman of the Board shall receive a remuneration of NOK 1,700,000 from the subsidiary ABG Sundal Collier ASA for work done in 2023."
The general meeting approved the resolution with 211,112,408 votes in favour, 1,550,000 votes against, while 2,324,867 shares didn't vote.
The general meeting approved the report with 192,367,024 votes in favour, 20,295,384 votes against, while 2,324,867 shares didn't vote.
Based on the recommendation from the Board of Directors the general meeting approved the following resolution:
"The variable remuneration payable to employees whose professional activities have a significant impact on the company's risk profile can amount up to 200% of the fixed remuneration."
The general meeting approved the resolution with 118,127,433 votes in favour, 32,535,188 votes against. while 64,324,654 shares didn't vote.
Based on the Nomination Committee's proposal, the general meeting re-elected Stein Aukner, Roy Myklebust and Leiv Askvig for a period of one year. The committee consists of Stein Aukner as chairman and Roy Myklebust and Leiv Askvig as members.
The general meeting approved the following resolutions: Stein Aukner, all votes in favour Roy Myklebust, all votes in favour Leiv Askvig, all votes in favour
Based on the Nomination Committee's proposal, the general meeting re-elected Knut Brundtland, Jan Petter Collier, Cecilia Marlow, Arild A. Engh, Adele Norman Pran and Martina Klingvall as board members for a period of one year. The Board of Directors will then consist of:

The Board will elect members of committees.
The general meeting approved the following resolutions:
Knut Brundtland, 178,466,140 votes in favour, 34,196,268 votes against, while 2,324,867 shares didn't vote
Jan Petter Collier, 194,458,383 votes in favour, 18,204,025 votes against, while 2,324,867 shares didn't vote
Cecilia Marlow, 194,458,383 votes in favour, 18,204,025 votes against, while 2,324,867 shares didn't vote
Arild A. Engh, 178,466,140 votes in favour, 34,196,268 votes against, while 2,324,867 shares didn't vote Adele Norman Pran, 194,458,383 votes in favour, 18,204,025 votes against, while 2,324,867 shares didn't vote
Martina Klingvall, 194,458,383 votes in favour, 18,204,025 votes against, while 2,324,867 shares didn't vote
The general meeting approved the following resolution as proposed by the Board:
"The general meeting hereby authorises the Board of Directors to acquire own shares and to acquire charges created by agreement related to its own shares, ef, the Norwegian Public Limited Companies Act sections 9-4 and 9-5.
The following shall apply for both authorisations:
This power of attorney is valid from 19 April 2024 and will from that date replace all previous power of attorneys to purchase own shares in the company."
The general meeting approved the resolution with 214,322,875 votes in favour, while 664,400 shares did note vote.
Based on the Board of Directors' proposal and explanation, the general meeting approved the following resolution:
"The general meeting hereby authorises the Board of Directors to increase the share capital by new subscription for shares, of. the Norwegian Public Limited Companies Act section 10-14.
The following shall apply for the Board of Directors' authorisation:
This power of attorney is valid from 19 April 2024 and will, from that date, replace all previous power of attorneys to issue new shares. "

The general meeting approved the resolution with 192,545,443 votes in favour, 20,116,965 votes against, while 2,324,867 shares didn't vote.
No further matters were submitted for consideration. The chairman of the meeting thanked the participants for attending and adjourned the annual general meeting.
18 April 2024
Knut Brundtland
Per-Ove Breivold

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