AGM Information • May 11, 2022
AGM Information
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At 18:00 on 11 May 2022, the ordinary annual general meeting of Veidekke ASA was held in the form of a hybrid meeting. The list of attendees and represented shares was updated prior to the general meeting. In total, 50 shareholders/proxies were in attendance. Overall, 65 938 757 shares were represented, corresponding to 48.86% of the total number of issued shares. A list of attending shareholders and proxies is appended to these minutes.
Board chair Svein Richard Brandtzæg and Group CEO Jimmy R. Bengtsson attended the general meeting in person. Auditor Terje Havn from EY also attended.
The following matters were dealt with:
The general meeting was opened by board chair Svein Richard Brandtzæg, who was unanimously elected to chair the meeting. Group General Counsel John Strand was elected to keep the minutes. Ingunn Andersen Randa and Jørgen Michelet were elected from among the shareholders to co-sign the minutes with the meeting chair.
There were no comments on the notice of meeting or the agenda. The notice of meeting and the agenda were therefore lawfully approved. The meeting chair declared the general meeting lawfully convened.
Group CEO Jimmy Bengtsson and CFO Jørgen Wiese Porsmyr gave a brief update on operational developments since the last ordinary annual general meeting.
The board chair gave a statement on the work of the board of directors, and otherwise referred to the board's annual report and the company's annual report. The board chair also gave a statement on the work of the remuneration committee, the audit committee and the project committee.
The general meeting noted the statements.
The board's draft 2021 annual report and annual accounts of Veidekke ASA and the group were reviewed. The annual profit achieved by Veidekke ASA in 2021 amounted to NOK 924 million.

The board's draft 2021 annual report and annual accounts of Veidekke ASA and the group were approved. A dividend of NOK 7.00 per share in the respect of the 2021 financial year was approved, distributable to the company's shareholders as at 11 May 2022.
The general meeting adopted a resolution in accordance with the board's recommendation.
The board of directors proposed changes to the articles of association in response to regulatory changes, and to permit advance voting at general meetings. The board proposed that Article 6 of the articles of association should read as follows:
"The Company shall have a nomination committee. The committee shall have at least three members. The Annual General Meeting shall elect the nomination committee's chairperson and other members and determine the remuneration of the committee's members. The term of office is one year.
The nomination committee shall submit a recommendation to the Annual General Meeting on the election of and fees to be paid to members of the nomination committee. Nominated candidates should be shareholders or representatives of shareholders. The proposal for a new nomination committee shall be such that the majority of the new nomination committee is independent of the Board of Directors and senior executives of the Company. The nomination committee may not propose the Company's chief executive officer or other senior executives as members of the nomination committee.
The nomination committee shall submit a recommendation to the Annual General Meeting on the election of and fees to be paid to members of the Board of Directors. The nomination committee shall justify its recommendations."
Article 8, fourth paragraph, of the articles of association should read as follows:
"The Board of Directors may permit shareholders to vote in advance. Advance votes shall be given electronically no later than five days prior to the Annual General Meeting. Advance votes shall be added to votes given at the Annual General Meeting. If a vote is given at the Annual General Meeting, it shall replace any earlier advance vote."
The general meeting adopted a resolution with more than 2/3 majority in accordance with the board's recommendation.
The chair of the nomination committee, Harald Norvik, gave a statement on the work of the committee and presented the recommendation on the election of board members:
Re-election for one year, 12 years on the board Re-election for one year, four years on the board Re-election for one year, two years on the board Re-election for one year, two years on the board Re-election for one year, one year on the board Re-election for one year, one year on the board

Pål Eitrheim (born 1971) New election .
The general meeting adopted a resolution in accordance with the nomination committee's recommendation.
The nomination committee recommended the election of Gro Bakstad as board chair.
The chair of the nomination committee, Harald Norvik, presented the nomination committee's proposal on board remuneration:
| Board chair | NOK 620,000 | ||
|---|---|---|---|
| 0 | Shareholder-elected members | NOK 314.000 | |
| Employee-elected members | NOK 314,000 | ||
| · Committee chairpersons | |||
| O | Audit committee | NOK 107.000 | |
| O | Project committee | NOK 88,000 | |
| O | Remuneration committee | NOK 69,000 | |
| · Committee members | |||
| O | Audit committee | NOK 75.500 | |
| O | Project committee | NOK 55.500 | |
| O | Remuneration committee | NOK 55,500 |
The travel costs of board members who live outside Oslo are reimbursed additionally.
Remuneration and compensation are calculated based on a service period of twelve months (5 May 2021 to 11 May 2022).
The general meeting adopted the remuneration proposal.
The chair of the nomination committee, Harald Norvik, presented the nomination committee's recommendation on the new nomination committee.
| · Arne Austreid, chair of nomination committee | New election |
|---|---|
| · Erik Must | Re-election, 19 years on the committee |
| · Tine Fossland | Re-election, three years on the committee |
The general meeting adopted the recommendation as proposed.
Board chair Svein Richard Brandtzæg presented the board's proposal on nomination committee fees:
Committee chair NOK 43,500

Committee members
NOK 25,000
The general meeting adopted the remuneration proposal.
Board chair Svein Richard Brandtzæg gave a statement on the board's executive remuneration report; see section 16-6b of the Public Limited Liability Companies Act.
The general meeting approved the board's executive remuneration report.
The auditor's fee of NOK 1,196,273 was approved.
The general meeting adopted the proposed resolution.
Board chair Svein Richard Brandtzæg gave a statement and proposed that the general meeting adopt the following resolution:

The general meeting adopted the proposed resolution.
Board chair Svein Richard Brandtzæg gave a statement and proposed that the general meeting adopt the following resolution:
The general meeting adopted the proposed resolution.
Board chair Svein Richard Brandtzæg gave a statement and proposed that the general meeting adopt the following resolution:
The general meeting adopted the proposed resolution.

No further matters remained to be considered.
The distribution of votes is shown in Annex 1.
The general meeting was closed.
Svein Richard Brandtzæg
Ingunn Andersen Randa
Jørgen Michelet
| Registered Attendees: | 67 |
|---|---|
| Total Votes Represented: | 65 938 757 |
| Total Accounts Represented: | 218 |
| Total Voting Capital: | 134 956 267 |
| الات الملاب المستقل المستقل المستقل المستقل المنتجات المنتجات المنتجات المنتقل المنتقل المنتقل المنتقل المنتقل المنتقل المنتقل المنتقل المنتقل المنتقل المنتقل المنتقل المنتق | 154 950 201 |
|---|---|
| % Total Voting Capital Represented: | 48,86 % |
| Sub Total: | 52 | 15 | 65 938 757 | ||
|---|---|---|---|---|---|
| Capacity | Registered Attendees | Registered Non-Voting Attendees | Registered Votes | Accounts | |
| Shareholder | 29 | 0 | 27 749 965 | 29 | |
| Shareholder (web) | 21 | 0 | 5 692 605 | 21 | |
| Guest | 0 | 15 | |||
| Chair of the Board WITH PROXY | 0 | 622 868 | 88 | ||
| Chair of the Board WITH INSTRUCTIONS | O | 31 873 319 | 80 |
Nina Pertolaw DNB Bank ASA Issuer Services
| Attendees | Votes | ||
|---|---|---|---|
| Shareholder | 50 | 33 442 570 | |
| Guest | |||
| Chair of the Board WITH PROXY | 15 | ||
| Chair of the Board WITH INSTRUCTIONS | 1 | 622 868 | |
| 1 | 31 873 319 | ||
| Total 67 |
65 938 757 | ||
| Shareholder | 50 | 33 442 570 | |
| AARØE, STEIN OTTAR | Votes 56 498 |
Representing / Accompanying AARØE, STEIN OTTAR |
|
| ALBRIKTSEN, ROLF OLAF | 5 095 | ALBRIKTSEN, ROLF OLAF | |
| ANDERSEN, KETIL GUNDE HANSEN | 55 322 | ANDERSEN, KETIL GUNDE HANSEN | |
| ANS CHASP | 98 995 | ANS CHASP | |
| APPELONG, KRISTIAN | 1 500 | APPELONG, KRISTIAN | |
| AUSLAND, GAUTE | 32 972 | AUSLAND, GAUTE | |
| BAI AS | 6 000 | BAI AS | |
| BAKKE, JOAR | 30 194 | BAKKE, JOAR | |
| BAKKEN, HELGE CHRISTOPHER HARSTAD |
10 944 | BAKKEN, HELGE CHRISTOPHER HARSTAD | |
| BAKSTAD, GRO | 15 500 | BAKSTAD, GRO | |
| BANG, HENNING | 3 990 | BANG, HENNING | |
| BJØRGEN, STEIN ARNE | 39 980 | BJØRGEN, STEIN ARNE | |
| BRANDSBERG, GUNNAR BERNHARD | 22 800 | BRANDSBERG, GUNNAR BERNHARD | |
| BRATLIE, JØRGEN | 27 087 | BRATLIE, JØRGEN | |
| BRUNSVIK, ALEXANDER | 100 | BRUNSVIK, ALEXANDER | |
| ELLEVOG, STEINAR | 29 715 | ELLEVOG, STEINAR | |
| FLØNES, LILLY ANNE | 1 | FLØNES, LILLY ANNE | |
| FOSSUM, HALVOR | 8 063 | FOSSUM, HALVOR | |
| FROSTAD, TRYGVE | 20 840 | FROSTAD, TRYGVE | |
| GANGNES, JAN | 400 | GANGNES, JAN | |
| HALVORSRUD, ODD IVAR | 9570 | HALVORSRUD, ODD IVAR | |
| HAUCK, CHRISTINE JOSEPHA | 60 132 | HAUCK, CHRISTINE JOSEPHA | |
| HOLESTØL, JØRGEN | 152 999 | HOLESTØL, JØRGEN | |
| HOLM, CHRISTIAN | 800 2 395 |
HOLM, CHRISTIAN | |
| HONGSETH, KJELL ARNE If Skadeforsakring AB |
5 041 200 | HONGSETH, KJELL ARNE If Skadeforsakring AB |
|
| IVERSEN, KNUT | 150 000 | IVERSEN, KNUT | |
| KANISARKY, HAVAL | 214 | KANISARKY, HAVAL | |
| KROSSØY, TERJE | 27 350 | KROSSØY, TERJE | |
| LARSEN, TERJE | 114 073 | LARSEN, TERJE | |
| LILLI AS | 15 366 | LILLIT AS | |
| LØKÅS, STEINAR | 31 700 | LØKÅS, STEINAR | |
| LUND, RUNE TEODOR | 34 612 | LUND, RUNE TEODOR | |
| MALKAN NYBERG, MARIA JOHANNA | 1 200 | MALKAN NYBERG, MARIA JOHANNA | |
| MARKENG, BJØRN | 3 055 | MARKENG, BJØRN | |
| MICHELET, JØRGEN GEORG | 223 630 | MICHELET, JØRGEN GEORG | |
| MOE, ANITA DANIELSEN | 12 603 | MOE; ANITA DANIELSEN | |
| MOEN, ANDERS HAUGEN | 6 924 | MOEN, ANDERS HAUGEN | |
| NESSÆTHER, DAG | 28 014 | NESSÆTHER, DAG | |
| NORDSTRØM, JOSTEIN JOHAN | 1 850 | NORDSTRØM, JOSTEIN JOHAN | |
| OBOS BBL | 26 518 316 | OBOS BBL | |
| PORSMYR, JØRGEN WIESE | 114 657 | PORSMYR, JØRGEN WIESE | |
| RØNNEBERG, HANNE | 700 | RØNNEBERG, HANNE | |
| SEKSE, MARI | 500 | SEKSE, MARI | |
| SMITH, BJØRN EINAR | 104 321 | SMITH, BJØRN EINAR | |
| STENDE, BARD WERGELAND | 55 | STENDE, BARD WERGELAND | |
| STIFTELSEN VEIDEKKEANSATTEES | 169 820 | STIFTELSEN VEIDEKKEANSATTEES | |
| STRAND, JOHN | 92 000 | STRAND, JOHN | |
| TVEITEN, OLAV | 7 106 | TVEITEN, OLAV | |
| VESTRE, ØYVIND ARNE | 51 412 | VESTRE, ØYVIND ARNE |
Guest
15
Votes Representing / Accompanying
Chaudhry, Mahgul chaudhry, taha Danckert-hansen, Olav df. vee Ege, Odd Terje Elvaker, Jon fg, df k, qak Maddali, Sriram Nordby, Lewi rov, john Soni, Jaspreet Sønstebø, Lars
1
Chair of the Board with Proxy
Chair of the Board with Proxy
1
1
Chair of the Board with Instructions
| Votes | Representing / Accompanying |
|---|---|
| 106 500 | EQUINOR PENSJON |
| 44 040 | LEGAL AND GENERAL ASSURANCE/FTSE G |
| 1 718 | CANADA POST CORPORATION REGISTERED |
| 8 604 | 1199 SEIU HEALTH CARE EMPLOYEES |
| 3 081 | 1st TR GL ENGINEER ANDCONSTRUCTION |
| 27 157 | ABU DHABI PENSION FUND |
| 12 774 | ALASKA PERMANENT FUND CORP |
| 74 158 | AUSTRALIAN RETIREMENT TRUST |
| 8 129 | CITY OF PHILADELPHIA PUBLIC EMPL |
| 6 584 | COLLEGE RETIREMENT EQUITIES FUND |
| 7 610 | EMG EUROPE NUMERIC INVESTORS |
| 11 852 | IAM NATIONAL PENSION FUND |
| 19 759 | IBM 401(K) |
| 3914 | INTERNATIONAL MONETARY FUND |
| 118 594 | INVESTERINGSFORENINGEN DANSKE INVE |
| 3 123 | KAISER FOUNDATION HOSPITALS |
| 6 674 | KAISER PERMANENTE GROUP TRUST |
| 913 665 | LANNEBO MIXFOND |
| 430 543 | LANNEBO MIXFOND OFFENSIV |
| 4 069 | LEGAL & GENERAL JCAV |
| 5 071 | LEGAL AND GEN UCITS ETF PLC |
| 7 686 | LOS ANGELES CITY EMPLOYEES RETIRE |
| 99 551 | LOUISIANA STATE EMPL RETIR SYSTEM |
| 10 184 | MARYLAND STATE RETIREMENT + PENSIO |
| 4 497 | MAS BAN JAP 400045887 11-3 |
| 12 162 | MERCER QIF CCF |
| 8 413 | MERCER QIF FUND PLC |
| 10 010 | NFS LIMITED |
| 1 972 | SPDR PORTFOLio EUROPE ETF |
| 85 157 | SPDR S AND P INTERNATIONAL SMALL C |
| 3 860 | SS INT ACTIVE NON-LEN COM TR FND |
| 6 771 | SSGA INTERNATIONAL STOCK SELECTION |
| 25 891 | SSGA SPDR ETFS EUROPE II PLC |
| 22 329 | SSGA SPDR ETFS EUROPE II PUBLIC LI |
| 29 051 | STATE OF WISCONSIN INVEST BOARD |
| 15 742 | STATE STREET GLOBAL ADV LUX SICAV |
| 2 298 | STATE STREET GLOBAL ADVISORS TRU |
| 195 281 | STATE STREET GLOBAL ADVISORS TRUST |
| 65 703 | STATE STREET GLOBAL ADVISORS TRUST |
| 21 229 | STATE STREET GLOBAL ALL CAP |
| 2 386 | STATE STREET MSCI ACWI EX USA IMI |
| 46 968 | STATE STREET MSCIEAFE SMALL CAP |
| 3618 | STICHTING PENSIOENFONDS VOOR HUISA |
Chair of the Board with Instructions
31 873 319
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