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AKVA Group AGM Information 2024

May 2, 2024

3532_rns_2024-05-02_0bf70efe-3994-4bab-9581-d582165f80c5.pdf

AGM Information

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This office translation is for information purposes only. Legal authenticity remains with the original document.

Minutes from annual general meeting in

AKVA group ASA

(reg.no. 931 693 670)

Thursday 2 May 2024 at 15:00 (CEST) the annual general meeting of AKVA Group ASA was held. The annual general meeting was held as a digital meeting.

In accordance with the notice of the annual general meeting dated 8 April 2024 the meeting had the following

Agenda

  • 1. Opening of the annual general meeting by the chairman of the board, and registration of participating shareholders
  • 2. Election of chair of the meeting and of a person to co-sign the meeting minutes
  • 3. Approval of the notice to the meeting and the agenda
  • 4. Ordinary agenda items
    • 4.1 Presentation of business activities by Group chief executive officer Knut Nesse
    • 4.2 Approval of the 2023 annual accounts of AKVA group ASA and the Group, and the board's annual report
    • 4.3 Determination of board members' remuneration
    • 4.4 Determination of nomination committee members' remuneration
    • 4.5 Approval of auditor's fees
    • 4.6 Report on salaries and other remuneration to executive personnel
    • 4.7 Statement on corporate governance
    • 4.8 Election of board members
    • 4.9 Election of nomination committee members
  • 5. Amendments to the company's articles of association
  • 6. Authorisation to increase the share capital
  • 7. Authorisation to purchase own shares
  • 8. Authorisation to resolve the distribution of dividends

1 OPENING OF THE ANNUAL GENERAL MEETING BY THE CHAIRMAN OF THE BOARD, AND REGISTRATION OF PARTICIPATING SHAREHOLDERS

The general meeting was opened by the chair of the board of directors, Hans Kristian Mong, who registered the participating shareholders. The list of participating shareholders is enclosed to these minutes as Appendix 1.

The record of attending shareholders showed that 30 278 441 shares and votes were represented, which corresponds to approximately 83.19% of the company's shares with voting rights.

2 ELECTION OF CHAIR OF THE MEETING AND OF A PERSON TO CO-SIGN THE MEETING MINUTES

Attorney at law Ketil E. Bøe was elected to chair the general meeting.

Chair of the board, Hans Kristian Mong was elected to co-sign the minutes of the general meeting.

The resolutions were made with the required majority, please see the voting results set out in Appendix 2 to these minutes.

3 APPROVAL OF THE NOTICE TO THE MEETING AND THE AGENDA

The general meeting was held as a digital meeting. No objections were made to the notice and the proposed agenda.

The notice of the general meeting and the agenda were approved.

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

4 ORDINARY AGENDA ITEMS

Presentation of business activities by Group chief executive officer Knut Nesse

The chief executive officer's presentation was not held since only the chairman of the board attended the meeting on behalf of shareholders.

Approval of the 2023 annual accounts of AKVA group ASA and the Group, and the board's annual report

The general meeting resolved to approve the annual accounts for 2023 for AKVA group ASA and the Group, and the board's annual report, including the board's proposal to transfer the profit of 2023 to other equity.

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

Determination of board members' remuneration

In accordance with the proposal from the nomination committee, the general meeting resolved that the remuneration to the board of directors shall be set as follows:*

Chair of the board: NOK 367,500
Deputy chair of the board: NOK 244,000
Board members: NOK 226,000
Board committee members: NOK 6,200
per meeting
Chair of the compensation committee: NOK 23,700 fixed yearly fee
Chair of the audit committee: NOK 40,950
fixed yearly fee
Employee elected board members: NOK 59,000

*Unless otherwise stated, the remuneration applies for the period up to the annual general meeting in 2025.

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

Determination of nomination committee members' remuneration

In accordance with the proposal from the nomination committee, the general meeting resolved that the remuneration shall be set at:

Chair of the nomination committee: NOK 29,000
Members
of the nomination committee:
NOK 20,950

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

Approval of auditor's fees

In accordance with the board of directors' proposal, the general meeting made the following resolution:

The general meeting approves the auditor's fees of NOK 2,009,350 for the accounting year of 2023.

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

Report on salaries and other remuneration to executive personnel

In accordance with the board of directors' proposal, the general meeting made the following resolution:

The general meeting endorses the board's report on salaries and other remuneration to executive personnel for 2023.

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

Statement on corporate governance

In accordance with the board of directors' proposal, the general meeting made the following resolution:

The general meeting endorses the statement on corporate governance as included in the annual report.

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

Election of board members

In accordance with the proposal from the nomination committee, the general meeting made the following resolution:

The following are elected as shareholder-elected members of the board of directors for the period up until the annual general meeting in 2025:

  • Mr. Hans Kristian Mong
  • Mr. Frode Teigen
  • Mr. Yoav Doppelt
  • Ms. Kristin Reitan Husebø
  • Ms. Heidi Nag Flikka
  • Mr. Tore Rasmussen
  • Ms. Irene Heng Lauvsnes

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

Election of nomination committee members

In accordance with the proposal from the nomination committee, the general meeting made the following resolution:

The nomination committee shall consist of the following persons for the period up until the annual general meeting in 2025:

  • Mr. Eivind Helland, Chair
  • Mr. Ingvald Fardal, member
  • Ms. Nina Willumsen Grieg, member

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

5 AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION

In accordance with the board of directors' proposal, the general meeting made the following resolution:

The articles of association of AKVA group ASA are amended to read as set out in the articles of association attached to these minutes as Appendix 3.

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

6 AUTHORISATION TO INCREASE THE SHARE CAPITAL

In accordance with the board of directors' proposal, the general meeting made the following resolution:

The board is authorised to increase the company's share capital by up to NOK 3,666,773, through subscription of new shares. The authorisation does not permit the board to waive the pre-emptive right of shareholders pursuant to section 10-4 of the Companies Act, nor carry out a capital increase through payments in kind, nor incur special obligations on behalf of the company as set out in section 10-2 of the Companies Act, nor decisions on mergers pursuant to section 13-5 of the Companies Act, and may not be used in connection with the company's option programme.

The authorisation shall be in force until the earlier of the time of the annual general meeting in 2025 and 30 June 2025. This authorisation replaces the authorisation to the board to increase the company's share capital granted by the general meeting on 11 May 2023.

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

7 AUTHORISATION TO PURCHASE OWN SHARES

In accordance with the board of directors' proposal, the general meeting made the following resolution:

The board is, pursuant to section 9-2 to 9-4 of the Companies Act, authorised to purchase and hold shares in the company. The shares to be acquired under this authorisation shall not be acquired at a higher value than at market terms on a regulated market where the shares are traded, and the minimum and maximum price that may be paid for each share is NOK 1 and NOK 150, respectively.

This authorisation may be used one or several times. The maximum face value of the shares which the company may acquire pursuant to this authorisation is in total NOK 916,693 which equals approximately 2.5% of the company's share capital.

Acquisitions of shares pursuant to this authorisation may only take place if the company's distributable reserves according to the most recent balance sheet exceed the remuneration for the shares to be acquired. The board is otherwise free to determine the terms on which the company's own shares will be acquired and sold, provided that an acquisition of shares under this authorisation cannot be made unless it is in accordance with prudent and good business practice, with due consideration to losses which may have occurred after the balance-sheet date or are expected to occur.

The authorisation shall be in force until the annual general meeting in 2025, however, not later than until 30 June 2025. This authorisation replaces the authorisation to the board to purchase own shares, granted by the general meeting on 11 May 2023.

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

8 AUTHORISATION TO THE BOARD TO APPROVE THE DITRIBUTION OF DIVIDENDS

In accordance with the board of directors' proposal, the general meeting made the following resolution:

The board of directors is authorised pursuant to the Companies Act section 8-2 (2) to approve the distribution of dividends based on the company's annual accounts for 2023. The authorisation also includes distributions in the form of repayment of paid-in-capital.

The authorisation may be used to resolve the distribution of dividends up to an aggregated amount of NOK 100,000,000.

The authorisation is valid for dividends approved from and including the second quarter of 2024 and until the annual general meeting in 2025, however, not later than 30 June 2025.

The board determines from which date the shares will be traded ex-dividend.

This authorisation replaces the authorisation to the board to resolve the distribution of dividends granted by the general meeting on 11 May 2023.

The resolution was made with the required majority, please see the voting results set out in Appendix 2.

*****

No further items being on the agenda, the annual general meeting was adjourned.

_________________________ _________________________

Chair of the general meeting Co-signer

Ketil E. Bøe, Hans Kristian Mong,

Appendices:

    1. List of participating shareholders
    1. Voting results
    1. Articles of association of AKVA group ASA, 2 May 2024

Appendix 1

36667733

Name Representing own
shares
Represented by
proxy without voting
instructions
Proxy with voting
instructions
Total shares attending
AGM
1 Egersund Group AS 18 703 105 18 703 105
2 Oroblanco Invest AS 8 500 8 500
3 Six Sis AG 830 376 830 376
4 Israel Corporation Ltd. 6 600 192 6 600 192
5 Jonas Strømli 24 24
6 SPDR Portfolio Europe ETF 196 196
7 Verdipapirfondet Alfred Berg Aktiv 95 336 95 336
8 Verdipapirfondet Alfred Berg
Gamba
791 167 791 167
9 Verdipapirfondet Alfred Berg Norge 128 000 128 000
10 Verdipapirfondet Alfred Berg Norge 221 502 221 502
11 Verdipapirfondet Equinor Aksjer NO 225 773 225 773
12 Verdipapirfondet Nordea Avkastning 1 100 436 1 100 436
13 Verdipapirfondet Nordea Kapital 405 470 405 470
14 Verdipapirfondet Nordea Norge Plus 602 614 602 614
15 Investeringsforeningen Nordea
INVE
12 580 12 580
16 Nordea 1 SICAV 296 155 296 155
17 Nordea Nordic Small Cap Fund 256 590 256 590
18 Stitching Bedrijftspensionen Fonds
voor de Media PNO
425 425
Total shares present: 0 18 703 129 11 575 312 30 278 441
Percentage of total votes: 0,00 % 51,39 % 31,80 % 83,19 %
Percentage of total shares: 0,00 % 51,01 % 31,57 % 82,58 %

AKVA group ASA – Annual General Meeting 2 May 2024 Total shares/votes* represented at the AGM

Total number of issued shares: 36 667 733
Number of shares without voting rights (Treasury shares):
270 134
Total number of shares with voting rights: 36 397 599

*Each share represent one vote

_________________________ _________________________ Chair of the general meeting Co-signer

Ketil E. Bøe, Hans Kristian Mong,

Appendix 2

AKVA group ASA – Annual General Meeting 2 May 2024
Summary of votes from the AGM
ISIN:
Date of General Meeting: NO0003097503
2 May 2024 at 15:00 CEST
Date of today: 2 May 2024
Share category In favour Against Abstention Total voted Not voted Total of the
share capital
represented
Item 2. Election of chair of the meeting and of a person to co-sign the meeting minutes
Ordinary
30 278 441 - - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - - 30 278 441 - 30 278 441
Item 3. Approval of the notice to the meeting and the agenda
Ordinary
% of votes
30 278 441
100 %
- - 30 278 441 - 30 278 441
% of share capital represented 100 % 100 %
Total 30 278 441 - - 30 278 441 - 30 278 441
Item 4.2 Approval of the 2023 annual accounts of AKVA group ASA and the Group, and the board's annual report
Ordinary 30 278 441 - - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - - 30 278 441 - 30 278 441
Item 4.3 Determination of board members' remuneration
Ordinary 30 278 441 - - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - - 30 278 441 - 30 278 441
Item 4.4 Determination of nomination committee members' remuneration
Ordinary 30 278 441 - - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - - 30 278 441 - 30 278 441
Item 4.5 Approval of auditor's fees
Ordinary
% of votes
30 278 441
100 %
- - 30 278 441 - 30 278 441
% of share capital represented 100 % 100 %
Total 30 278 441 - - 30 278 441 - 30 278 441
Item 4.6 Report on salaries and other remuneration to executive personnel
Ordinary 28 816 663 1 461 778 - 30 278 441 - 30 278 441
% of votes 95,172 % 4,828 %
% of share capital represented 95,172 % 4,828 % 100 %
Total 28 816 663 1 461 778 - 30 278 441 - 30 278 441
Item 4.7 Statement on corporate governance
Ordinary 30 278 441 - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - 30 278 441 - 30 278 441
Item 4.8 a Election of board member - Hans Kristian Mong, chair (re-election)
Ordinary
30 278 245 196 - 30 278 441 - 30 278 441
% of votes 100 % 0,00065 %
% of share capital represented 100 % 0,00065 % 100 %
Total 30 278 245 196 - 30 278 441 - 30 278 441

Item 4.8 b Election of board member - Kristin Reitan Husebø, deputy chair (re-election)

Ordinary
% of votes
30 278 441
100 %
- 30 278 441 - 30 278 441
% of share capital represented
Total
100 %
30 278 441
- 100 %
30 278 441
- 30 278 441
Item 4.8 c Election of board member - Frode Teigen, board member (re-election)
Ordinary 30 278 441 - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - 30 278 441 - 30 278 441
Item 4.8 d Election of board member - Heidi Nag Flikka, board member (re-election)
Ordinary 30 278 441 - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - 30 278 441 - 30 278 441
Item 4.8 e Election of board member - Tore Rasmussen, board member (re-election)
Ordinary 30 278 441 - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - 30 278 441 - 30 278 441
Item 4.8 f Election of board member - Yoav Doppelt, board member (re-election)
Ordinary 28 816 467 1 461 974 - 30 278 441 - 30 278 441
% of votes 95 % 5 %
% of share capital represented 95 % 5 % 100 %
Total 28 816 467 1 461 974 - 30 278 441 - 30 278 441
Item 4.8 g Election of board member - Irene Heng Lauvsnes (re-election)
Ordinary 30 278 441 - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - 30 278 441 - 30 278 441
Item 4.9 a Election of nomination committee member - Eivind Helland, Chair (re-election)
Ordinary
30 278 441 - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - 30 278 441 - 30 278 441
Item 4.9 b Election of nomination committee member - Ingvald Fardal, member (re-election)
Ordinary 30 278 441 - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - 30 278 441 - 30 278 441
Item 4.9 c Election of nomination committee member - Nina Willumsen Grieg, member (re-election)
Ordinary 30 278 441 - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - 30 278 441 - 30 278 441
Item 5. Amendments to the company's articles of association
Ordinary
30 278 441 - - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - - 30 278 441 - 30 278 441
Item 6. Authorization to increase the share capital
Ordinary 30 278 441 - - 30 278 441 - 30 278 441
% of votes 100 %
% of share capital represented 100 % 100 %
Total 30 278 441 - - 30 278 441 - 30 278 441
Item 7. Authorization to purchase own shares
Ordinary 30 278 441 - - 30 278 441 - 30 278 441
Total 30 278 441 - - 30 278 441 - 30 278 441
% of share capital represented 100 % 100 %
% of votes 100 %
Ordinary 30 278 441 - - 30 278 441 - 30 278 441
Item 8. Authorization to resolve the distribution of dividends
Total 30 278 441 - - 30 278 441 - 30 278 441
% of share capital represented 100 % 100 %
% of votes 100 %

Appendix 3

Unofficial office translation. In case of discrepancies the Norwegian version shall prevail.

VEDTEKTER ARTICLES OF ASSOCIATION
FOR FOR
AKVA GROUP ASA AKVA GROUP ASA
(Org.nr. 931 693 670) (Reg. no. 931 693 670)
(per 2. mai 2024) (as of 2 May 2024)
§ 1 Foretaksnavn § 1 Company name
Selskapets navn er AKVA group ASA. Selskapet er et
allmennaksjeselskap.
The company's name is AKVA group ASA. The company
is a public limited liability company.
§ 2 Forretningskontor § 2 Business office
Selskapet skal ha sitt forretningskontor i Eigersund
kommune.
The company shall have its registered office in the
municipality of Eigersund.
§ 3 Formål § 3 Objective
Selskapets
formål
er
å
drive
produktutvikling,
produksjon, prosjektering, salg og markedsføring av
egne og innkjøpte produkter og hva dermed står i
forbindelse, herunder å delta i andre selskaper med
The purpose of the company is to develop, produce,
project, sell and market own and purchased products,
and everything connected to such activity, including
participation in other companies with similar activities.
liknende virksomhet.
Virksomheten skal spesielt rette seg mot løsninger og
tjenester til akvakulturindustrien.
The activities of the company shall in particular be
directed
towards
solutions
and
services
for
the
aquaculture industry.
§ 4 Aksjekapital § 4 Share capital
Selskapets aksjekapital er NOK 36 667 733 fordelt på
36 667 733 aksjer, hver pålydende NOK 1.
The company's share capital is NOK 36,667,733 divided
into 36,667,733 shares, each with a nominal value of
NOK 1.
Selskapets
aksjer
skal
være
registrert
i
verdipapirsentralen Euronext Securities Oslo (VPS).
The company's shares shall be registered with the central
securities depository Euronext Securities Oslo (the VPS).
§ 5 Styre § 5 Board of directors
Selskapets styre skal ha fra 4 til 10 medlemmer. The board of directors shall be composed of 4 to 10
members.

Styrets medlemmer velges for to år om gangen, om ikke generalforsamlingen fastsetter en annen periode.

Selskapet Israel Corp., Millennium Tower, 23 Aranha Street, Tel Aviv 61204, Israel, organisasjonsnummer 520028010 (den "Berettigede Aksjeeieren") skal, så lenge den eier 15% eller mer av det totale antall aksjer i selskapet, ha rett til å oppnevne et medlem til selskapets styre. Den Berettigede Aksjeeieren skal beholde retten til å oppnevne et medlem til selskapets styre også dersom dens aksjebeholdning reduseres slik at denne faller under 15% (uavhengig av årsak), så lenge eierskapet er minst 12% av det totale antall aksjer i selskapet.

Den Berettigede Aksjeeierens rett til å oppnevne et styremedlem til selskapets styre i denne bestemmelsen skal opphøre dersom den Berettigede Aksjeeieren deltar i, enten direkte eller indirekte, gjennom investeringer eller eierskap, herunder minoritetsinvesteringer, aktiviteter som direkte konkurrerer med selskapet, likevel slik at dette ikke skal gjelde for finansielle investeringer i landbaserte prosjekter. "Finansielle investeringer" skal i det forutgående forstås som enhver investering som ikke har til formål å kombinere en ervervet virksomhet med en annen virksomhet, eid eller kontrollert av slik aksjeeier.

Selskapets firma tegnes av styrets leder og ett styremedlem i fellesskap.

§ 7 Generalforsamling § 7 General meeting

Den ordinære generalforsamling skal behandle og avgjøre følgende saker:

  • Godkjennelse av årsregnskapet og årsberetningen, herunder utdeling av utbytte.
  • Andre saker som etter loven eller vedtektene hører under generalforsamlingen.

Styret kan bestemme at aksjeeiere skal kunne avgi sin stemme skriftlig, herunder ved bruk av elektronisk kommunikasjon, i en periode før generalforsamlingen. Styret kan fastsette nærmere retningslinjer for slik forhåndsstemming. Det skal fremgå av den aktuelle generalforsamlingsinnkallingen om det er anledning til The members of the board are elected for a period of two years, unless otherwise is resolved by the general meeting.

The company Israel Corp., Millennium Tower, 23 Aranha Street, Tel Aviv 61204, Israel, business registration number 520028010 (the "Entitled Shareholder") shall for as long as it owns 15% or more of the total number of shares in the company be entitled to appoint one director to the board of directors. The Entitled Shareholder shall retain the right to appoint one director to the board of directors also in the event its shareholding is reduced below 15% (no matter how), as long as its ownership is minimum 12% of the total number of shares in the company.

The Entitled Shareholder's right to appoint a director to the board of directors pursuant to this article shall terminate if the Entitled Shareholder engages, directly or indirectly, through investments or holdings, including minority investments, in activities directly competing with the company, provided however that this shall not apply for financial investments in land based projects. For purposes of the foregoing, "financial investments" means any investment that does not have the goal of combining an acquired business with another business owned or controlled by such shareholder.

§ 6 Signatur § 6 Signatory rights

The chair of the board and one board member acting jointly are authorized to sign on behalf of the company.

The annual general meeting shall consider and resolve upon the following:

  • Approval of the annual accounts and the annual report, including distribution of dividend.
  • Any other matters which are referred to the general meeting by law or the articles of association.

The board of directors may decide that shareholders shall be permitted to cast their votes in writing, including by way of electronic means, in a period prior to the general meeting. The board may set specific guidelines for such advance voting. It shall be stated in the notice of the

å forhåndsstemme og hvilke retningslinjer som er fastsatt.

Aksjeeiere som ønsker å delta på generalforsamlingen må gi selskapet melding om dette på forhånd. Slik melding må være mottatt av selskapet senest to virkedager før generalforsamlingen. Styret kan i innkallingen til generalforsamlingen fastsette en senere frist for meldingen.

§ 8 Utsendelse av dokumenter § 8 Distribution of documents

Dokumenter som gjelder saker som skal behandles på selskapets generalforsamling, herunder dokumenter som etter lov skal inntas i eller vedlegges innkallingen til generalforsamlingen, trenger ikke sendes til aksjeeiere dersom dokumentene er tilgjengelige på selskapets hjemmeside. En aksjeeier kan likevel kreve å få tilsendt dokumenter som gjelder saker som skal behandles på generalforsamlingen.

Selskapet skal ha en valgkomité bestående av minst 3 medlemmer som skal velges av generalforsamlingen. Valgkomiteen skal forberede generalforsamlingens valg av styremedlemmer og foreslå kandidater til styreverv. Generalforsamlingen kan vedta instruks for valgkomiteens arbeid.

relevant general meeting whether advance voting is permitted and which guidelines that have been set.

Shareholders who wish to participate in the general meeting must give the company notice of this in advance. Such notice must be received by the company no later than two working days prior to the general meeting. The board may in the notice of the general meeting set a later deadline for such notice.

Documents relating to matters to be dealt with by the company's general meeting, including documents which by law shall be included in or attached to the notice of the general meeting, do not need to be sent to the shareholders if such documents have been made available on the company's website. A shareholder may nevertheless request to be sent documents relating to matters to be dealt with at the general meeting.

§ 9 Valgkomité § 9 Nomination committee

The company shall have a nomination committee consisting of at least 3 members elected by the general meeting. The nomination committee shall prepare the general meeting's election of board members and propose candidates for nominations. The general meeting may adopt instructions for the nomination committee.