AGM Information • Apr 28, 2022
AGM Information
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On April 28, 2022, StrongPoint ASA held the ordinary general meeting.
Due to the pandemic, the ordinary general meeting was conducted via webcast. Only a few members of the Board of Directors and management were present to oversee the practical implementation. All shareholders were given the opportunity to submit votes in advance.
The ordinary general meeting was opened by the Chairman of the Board Morthen Johannessen.
9,486,009 shares and votes, of a total of 44,376,040, were represented, corresponding to 21.4% of the issued shares.
It was stated that the notice had been sent to all shareholders with a known address on 01 April 2022. As there were no objections from the pre-registered votes, 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 2021, 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 500,000 for auditing and related services for the year 2021, was unanimously approved.
The Board's proposal to pay a dividend of NOK 0.80 per share for the financial year 2021 was approved unanimously. Total dividend to be paid is MNOK 35.0. The dividend is payable to the shareholders per 28 April 2022. Payment of dividends to foreign shareholders will be deducted for any Norwegian withholding tax (up to 25 % of the dividend) in accordance with applicable regulations.
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 www.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 were 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 2021 Annual General Meeting to the 2022 Annual General Meeting, The nomination committee's proposal to increase the remuneration with approximately 4 per cent from the Annual General Meeting 2022 to the Annual General Meeting 2023, set at NOK 580,000 for the Chairman of the Board and NOK 290,000 for each of the other board members (of which 20% of gross fees must be used for share purchases), was approved by 99.995% of the votes.
The Nomination Committee's proposal to increase the remuneration for committee work with approximately 4 per cent, set at NOK 12,900 per. meeting for the committee's chair and NOK 6,450 for other committee members, was approved by 99.995% of the votes,
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:
In accordance with the Nomination Committee's proposal, the remuneration of the nomination committee's members in the period from the Annual General Meeting 2021 to the Annual General Meeting 2022 was unanimously approved.
The Nomination Committee's proposal to increase the remuneration for committee work with approximately 4 per cent, set at NOK 12,900 per. meeting for the committee's chair and NOK 6,450 for other committee members, was unanimously adopted.
The remuneration report was reviewed at the general meeting. The report was unanimously approved.
The Board's proposal of a long-term incentive program was approved with 97.8% of the votes in favor, 2.2% 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 give 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 80.8% of the votes in favor:
0.0005% of the participating votes chose not to vote.
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 unanimous resolution:
The agenda for the ordinary General Meeting had no further items and the meeting was adjourned.
* * *
Morthen Johannessen
Hilde Gilen
| Votes at the ordinary general meeting 28.04.2022 | ||
|---|---|---|
| -------------------------------------------------- | -- | -- |
| Name | Number of shares | ర్థం |
|---|---|---|
| Armor Capital Offshore Master Ltd | 437 203 | 1,0 % |
| Armor Capital Partners LP | 402 190 | 0.9 % |
| Armor Qualified LP | 778 291 | 1,8 % |
| Bransfjell Invest | 16 500 | 0,0 % |
| Bransfjell Norbjørn | 182 358 | 0,4 % |
| Gilen Hilde Elisabeth Horn | 53 827 | 0,1 % |
| Gomez Lorena | 4 089 | 0,0 % |
| Greger Stein | 472 | 0,0 % |
| Hegstad Ingeborg Molden incl. family owned companies | 20 193 | 0,0 % |
| Johannessen Morthen incl. family owned companies | 101 318 | 0,2 % |
| Mažulis Rimantas | 22 806 | 0,1 % |
| Olsen, Knut Olav Nyhus | 13 814 | 0,0 % |
| Renander Sagka | 7 955 | 0,0 % |
| Sole Active AS | 2 221 717 | 5,0 % |
| Stabell Ann Merete | 24 108 | 0,1 % |
| Strømstangen AS | 3 933 092 | 8,9 % |
| Stulpinas Julius | 31 094 | 0,1 % |
| Tepfers Camilla | 11 659 | 0,0 % |
| Trott Stuart | 50 | 0.0 % |
| Tveraabak Jacob incl. family owned companies | 212 246 | 0,5 % |
| Verdipapirfondet DNB SMB | 892 464 | 2,0 % |
| Vibe Klaus De incl. family owned companies | 90 319 | 0,2 % |
| Wiren Peter | 28 254 | 0,1 % |
| 9 486 009 | 21,4 % | |
Total number of shares
44 376 040
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