AGM Information • Apr 27, 2023
AGM Information
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On April 27, 2023, StrongPoint ASA held the ordinary general meeting.
The ordinary general meeting was conducted via webcast. 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.
16,130,867 shares and votes, of a total of 44,888,352, were represented, corresponding to 35.9% of the issued shares.
It was stated that the notice had been sent to all shareholders with a known address on 31 March 2023. 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 2022, 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 554,000 for auditing and related services for the year 2022, was unanimously approved.
The Board's proposal to pay a dividend of NOK 0.90 per share for the financial year 2022 was approved unanimously. Total dividend to be paid is MNOK 39.9. The dividend is payable to the shareholders per 27 April 2023. 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 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 2022 Annual General Meeting to the 2023 Annual General Metting, The nomination committee's proposal to increase the remuneration with approximately 5 percent from the Annual General Meeting 2023 to the Annual General Meeting 2024, 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 approved by 100% of the votes.
The Nomination Committee's proposal to change the remuneration for committee work to a fixed amount per year
• Members of the remuneration committee:
was approved by 100% of the votes.
NOK 70,000 per year NOK 60,000 per year NOK 50,000 per year NOK 40,000 per year
8.7% of the participating votes chose not to vote.
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 2022 to the Annual General Meeting 2023 was unanimously approved.
The Nomination Committee's proposal to change the remuneration for committee work to a fixed amount per year of NOK 50,000 for the Chair and NOK 40,000 for the members was unanimously approved.
8.7% of the participating votes chose not to vote.
The remuneration report was approved with 88.8% of the votes in favor, 11.2% was against.
8.7% of the participating votes chose not to vote.
The Board's proposal of a long-term incentive program was approved with 90.4% of the votes in favor, 9.6% 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 88.8% 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 88.8% of the votes in favor:
* * *
The agenda for the ordinary General Meeting had no further items and the meeting was adjourned.
Morthen Johannessen
Hilde Gilen
| Name | Number of shares | ર્જુને |
|---|---|---|
| Bransfjell Invest AS | 16 500 | 0,0 % |
| Bransfjell Norbiørn | 196 all | 0,4 % |
| Elvebakken Gisle | 47 645 | 0,1 % |
| Gilen Hilde Elisabeth Horn | 53 827 | 0,1 % |
| Gómez Lorena | 10 603 | 0,0 % |
| Hegstad Ingeborg Molden incl. fully owned companies | 23 014 | 0,1 % |
| Johannessen Morthen incl. fully owned companies | 106 961 | 0,2 % |
| Kawa Invest AS | 165 000 | 0,4 % |
| Laksfoss Cathrine | 2 623 | 0,0 % |
| Mackie Chris | 15 936 | 0,0 % |
| Marlborough European Multi-Cap Fun | 1 736 000 | 3,9 % |
| Mažulis Rimantas | 30 523 | 0,1 % |
| Nyland Fredrik Johan | 15 561 | 0.0 % |
| Nyland Halvard Johan | a 090 | 0.0 % |
| Olsen, Knut Olav Nyhus | 20 227 | 0,0 % |
| Quaero Capital Funds Lux Argonaut | 1 791 821 | 4,0 % |
| Rosén Magnus | 15 886 | 0.0 % |
| Sole Active AS | 2 221 717 | 4,9 % |
| SPDR Portfolio Europe ETF | 2 031 | 0.0 % |
| Stabell Ann Merete | 25 ਰੋਡਰ | 0,1 % |
| Strømstangen AS | 3 933 092 | 8,8 % |
| Stulpinas Julius | 38 365 | 0,1 % |
| Tveraabak Jacob incl. fully owned companies | 225 566 | 0,5 % |
| Ugelstad Per Einar | 401 200 | 0,9 % |
| V. Eiendom Holding AS | 1 865 000 | 4,2 % |
| Verdipapirfondet DNB SMB | 886 783 | 2,0 % |
| Vibe Klaus De incl. fully owned companies | 93 140 | 0,2 % |
| Waaler AS | 750 000 | 1,7 % |
| Wirén Peter | 34 856 | 0,1 % |
| Zetterberg Georg (incl. fully owned companies) | 1 395 000 | 3,1 % |
| 16 130 867 | 35,9 % | |
Total number of shares
44 888 352
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