AGM Information • Apr 29, 2025
AGM Information
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On April 29, 2025, StrongPoint ASA held the ordinary general meeting,
The ordinary general meeting was held as an audiocast.
The ordinary general meeting was opened by the Chairman of the Board Morthen Johannessen,
9,777,721 shares and votes, of a total of 44,888,352, were represented, corresponding to 21.8% of the issued shares.
It was stated that the notice had been sent to all shareholders with a known address on 04 April 2025. 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 2024, 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 623,012 for auditing and related services for the year 2024, was unanimously approved.
It was informed that the Board of Directors do not propose to pay a dividend for the financial year 2024.
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 in the period from the 2024 Annual General Meeting to the 2025 Annual General Meeting was approved by 92.84% of the votes. The Nomination Committee's proposal to increase the remuneration from the Annual General Meeting 2025 to the Annual General Meeting 2026, set at NOK 650,000 (NOK 610,000) for the Chairman of the Board and NOK 350,000 (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 92.84% of the votes.
The Nomination Committee's proposal to increase the remuneration for committee from the Annual General Meeting 2025 to the Annual General Meeting 2026:
· Chairman of the remuneration committee:
NOK 90,000 per year (NOK 70,000) NOK 65,000 per year (NOK 60,000) NOK 63,000 per year (NOK 50,000) NOK 43,000 per year (NOK 40,000)
was approved by 92.84% 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:
| - Hilde Horn Gilen | (Chair) (2025-2027) |
|---|---|
| - Are Juklestad Berg | (2025-2027) |
| - Inger Johanne Solhauq | (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 2024 to the Annual General Meeting 2025 was unanimously approved.
The Nomination Committee's proposal to increase the remuneration for committee work from the Annual General Meeting 2025 to the Annual General Meeting 2026 to NOK 63,000 (NOK 50,000) for the Chair and NOK 43,000 (NOK 40,000) for the members was unanimously approved.
The remuneration report was unanimously approved.
The Board's proposal of a long-term incentive program was approved with 70.48% of the votes in favor, 29.52% 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 99.95% 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 96.81% of the votes in favor:
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treatment of the company's shareholders and the prohibition against granting shareholders unreasonable benefits to the detriment of other shareholders are respected.
* * *
The agenda for the ordinary general meeting had no further items and the meeting was adjourned.
Morthen Johannessen
Marius Drefvelin
| Name | Number of shares | % |
|---|---|---|
| Andersen Børge | 343 000 | 0,8 % |
| Drefvelin Marius | 21 364 | 0,0 % |
| GEAN Invest AS | 84 027 | 0,2 % |
| Gómez Lorena | 35 119 | 0,1 % |
| Granberg Karl Trygve | 232 600 | 0,5 % |
| Grøstad Lars Petter | 96 000 | 0,2 % |
| Hegstad Ingeborg Molden incl. fully owned companies | 32 281 | 0,1 % |
| Hetland Eivind | 14 000 | 0,0 % |
| Høvik Morten | 204 235 | 0,5 % |
| J.P.R. Holding AS | 410 000 | 0,9 % |
| Johannessen Morthen incl. fully owned companies | 150 494 | 0,3 % |
| Laksfoss Cathrine | 11 890 | 0,0 % |
| Mažulis Rimantas | 44 951 | 0,1 % |
| Nordtveit Audun | 29 751 | 0,1 % |
| Næss Bernhard | 227 915 | 0,5 % |
| Næss Yuliana | 79 320 | 0,2 % |
| Olsen Knut Olav Nyhus | 46 995 | 0,1 % |
| Rosén Magnus | 27 307 | 0,1 % |
| Sira Odd Harry | 14 835 | 0,0 % |
| Sole Active AS | 2 221 717 | 4,9 % |
| SPDR Portfolio Europe ETF | 4 691 | 0,0 % |
| Stabell Ann Merete | 31 103 | 0,1 % |
| Strømstangen AS | 3 933 092 | 8,8 % |
| Stulpinas Julius | 49 321 | 0,1 % |
| Tjøtta Erik | 32 000 | 0,1 % |
| Tveraabak Jacob incl. fully owned companies | 250 146 | 0,6 % |
| Ugelstad Per Einar | 444 244 | 1,0 % |
| Wibe Pål | 5 323 | 0,0 % |
| Waaler AS | 700 000 | 1,6 % |
| 9 77 721 | 21,8 % |
Total number of shares
44 888 352
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