Good morning. My name is Tuomo Lähdesmäki, I'm the Chair of the Board of Directors of Kitron. It's my pleasure to welcome you to this virtual general meeting, where everybody's participating digitally. I would like to thank the three shareholders who have been logging in on this virtual meeting today. I would like to say a couple of practical information in the beginning. You have four buttons at the top of your screen that you can click on. They are Home, Messages, Voting, and Documents. By pressing Home, you will find additional technical details how this works, and I recommend that you read the text entered there.
Messages give you the opportunity to see the messages sent in from other shareholders, as well as allowing you to enter written questions and comments for the general meeting yourself, if desired. The Documents button gives you a copy of the notice and other associated documents. The Voting button takes you to the items to be adopted here today. Voting will also be pushed to your screen as we move from one item to the next one. It is now closed for additional shareholders to log in, and we will move to the list of represented shares, and I will receive that list shortly from DNV, which keeps tracks of today's signatures. I just received the list.
There are 34,224,059 shares represented in advance votes, 2,668,904 shares represented by a proxy, 62,946,976 shares represented by the instructions of the chair of the board, and we have three shareholders that are attending and voting online, representing 111,001 shares. The total sum is the total of 99,850,940 shares, representing 50% of the voting share capital.
While we have only 3 shareholders attending the meeting, and while we have got the advance votes that support the resolutions that have been made and made public in the summons to this meeting, I would like to ask the attending shareholders, do you want that we go through the whole agenda item by item and voting all the items?
If it's okay for you that we just make it very short and constitute that all the items have been approved, and will be approved by the shares, which are represented by advance votes, by proxy, and by the instructions to the Chair of the Board, I would like to ask you to type your approval for this procedure into the using the buttons that you have there for commenting this. Please, also, if you, if you approve this proposal to shorten the meeting by going through all the items at once, then please also write down your mobile phone number so that we can double-check that it's the right persons attending.
I open the voting on this topic now, and it will be open roughly one minute before we get the results of this voting. The proposal was that we would deal with all the items at once because there is a sufficient majority in advance votes, proxy votes, and the authorizations to the chair. I open now the voting about this proposal. We have not received any answer on the question whether or not we would be able to go through all the items at once. We will follow the agenda for the meeting and go through all the items one by one as presented in this invitation to the general meetings.
We will move on to the first item, which is the election of the chairman of the meeting, and the board of directors proposes that the chairman of the board, Tuomo Lähdeniemi, is elected to chair the general meeting. I now open this topic to voting. Again, we have to wait about 1 minute in order to be sure that everybody has a possibility to vote. The voting is now closed, and there is nobody voting against, so 100% of the votes is in favor of electing Mr. Lähdeniemi as the chairperson of the meeting. The second topic is the approval of the notice and the agenda for this meeting, and again, I open this topic up for voting. Again, you have roughly 1 minute time to vote in favor or against. Okay.
Now I just have the information that the voting is closed, and again, there is no votes against. Hereby we have adopted the resolution to approve the notice and the agenda. The next topic on the agenda is the election of one person to co-sign the minutes, and the Board of Directors proposes that the General Counsel, Nils Christian Eide-Midtsand from Selmer, is elected to co-sign the minutes, and he is present electronically in this meeting. I open the voting on the election of the person to co-sign the minutes, and the voting starts now. The voting is closed. There are no votes against, so Mr. Nils Christian Eide-Midtsand has been elected to co-sign the minutes.
We will move on to the topic number 4, which is the approval of the annual financial statements and the board of directors' report, discussion of the corporate governance review, and the review of the sustainability report of Kitron ASA and of the Kitron Group for 2022. These documents are available at the company's website, www.kitron.com, and available also at the company's office. The pro-board of directors proposes that makes the following resolution: Board of directors' proposal for the annual financial statements. Board of directors' report for the financial year 2020, including the board of directors' report on corporate governance pursuant to the Norwegian Accounting Act, Section 3-3 are approved. I open the voting on this topic. After voting is closed, and there are no votes against.
Also this proposal, approval to annual financial statements and other reports has been approved unanimously. We move to the next topic, which is topic number 5, which is the approval of the dividend. The board of directors proposes to the general meeting to pay a dividend of NOK 0.50, EUR 50 per share for the financial year 2022. The dividend is payable to shareholders registered in Kitron's shareholder register with the Norwegian Central Securities Depository as of expiry of 3rd of May 2023. Provided that the AGM approves the proposal, the dividend is expected to be paid on or about 18th of May 2023. The board of directors proposes the following resolution.
The general meeting approves a dividend of NOK 0.50 per share for shareholders registered in Kitron's shareholder register with the Norwegian Central Securities Depository as of expiry of 3rd of May 2023. I open this proposal for voting. The voting is now closed, and there are 410 votes against, and 99,849,727 in favor. The proposal has been approved and adopted. We move on to the sixth. This is point number 6, remuneration of the board of directors. The general meeting in 2018 has established a structure for the board remuneration, whereby the board members of the board of directors may choose to receive remuneration either partly in cash and partly in shares of the company or fully in cash.
This remuneration structure is available in the notice of this meeting in detail. With respect to the level of the board remuneration, the nomination committee finds an increase of approximately 3.5% as appropriate. Based on this, the nomination committee proposes to continue the same remuneration structure where board members may invest in the company shares as set out in the invitation to this meeting. Board members may choose to receive either full remuneration accord as one of the alternatives set out.
Cash and shares alternative, the proposal by the remuneration committee is that in case of share remuneration, the remuneration plus chairman of the board shall be NOK 621,000 and other board members, NOK 280,000 per year. The board members shall be, shall have an obligation to acquire a number of shares in the company having a market value corresponding to at least 25% of the gross total remuneration paid to such board member, excluding remunerations for the board committees. There are certain technical proposals which are available at the invitation to meetings.
The cash alternative, as proposed by the remuneration committee or committee, is that in case of cash remuneration, the remuneration to the chairman, of course, shall be NOK 466,000 and other board members, NOK 223,000 per year. With respect of the remuneration to the members of the committees under the Board of Directors, the Nomination Committee proposes an increase of approximately 3.5% for the members of the Audit Committee, and that would mean that the remuneration to the members of the company's Audit Committee shall be NOK 94,000 for the chairman and NOK 47,000 for other members. You can find all these proposals in detail in the invitation for this annual shareholders meeting.
I now open this proposal by the nomination committee up for voting. The voting starts now. The voting is closed, and we have 99.99% of the shares in favor and 5,605 votes against the proposal. The resolution has been adopted as proposed by the nomination committee. We move on to topic number 7, which is the remuneration to the nomination committee. The nomination committee proposes that for the next nomination committee to be elected in this meeting, the compensation will be NOK 68,000 for the chairman and NOK 52,000 for the members of the nomination committee. Also this nomination committee's proposal is available at the company's website as well as in the summons to this meeting.
I open now the voting on the Nomination Committee's proposal on the remuneration of the Nomination Committee. I close the voting for the remuneration for the Nomination Committee. Again, 99.99% of the share votes are in favor of the proposal and 6,805 votes against. The, we have adopted the proposals as proposed. We move on to topic number 8, which is the remuneration to the auditor. The Board of Directors proposes that the auditor, PwC AS, shall be remunerated according to their invoice for the audit of the 2022 financial statements.
Accrued fees to the auditor make a total of NOK 1,985,000 for Kitron, aware of 1,000, NOK 1,373,000 is related to the auditing and NOK 612,000 to other services. The general meeting shall make a resolution regarding the fee related to statutory audit. The board of trust directors proposes that general meeting makes the following resolution: A remuneration to the auditor for 2022 of NOK 1,373,000 for statutory audit is approved. I open this resolution proposal for voting. The voting is over. There are again 99.98% of the votes in favor of the resolution. It has been adopted.
We move on to the topic number nine on the agenda, remuneration report for the senior executives. In accordance with the Section 6-16 of the Norwegian Public Limited Liability Companies Act, the board of directors has prepared a report regarding remuneration of company's senior executives. The report has been reviewed by the company's auditor in accordance with the same paragraph as mentioned, and the report is available at the company's website. The general meeting shall deal with the report in accordance in accordance with the Norwegian Public Limited Liability Companies Act, by way of an advisory notes vote. The board of directors proposes that the general meeting makes an advisory vote, and that the result from the vote is recorded in the minutes of the general meeting.
I hereby open this resolution proposal for voting. Voting is now closed, and there are 80,591,705 votes in favor and 19,258,032 votes against. More than 80% of the votes are in favor, and favor of the proposal, and thereby the proposal has been adopted. We move to the topic number 10, which is the amendment of the articles of the association. The company's articles of association, Section 10, 7th paragraph, sets out the following record date for the regulation of acquisitions with respect of the right to participate and vote at a general meeting.
The right to participate and vote at a general meeting can only be exercised if the acquisition of the shares in question has been recorded in the company's share register no later than 5th business day before the date of the general meeting, so-called record date. The new record date regulation will be introduced as statutory into Norwegian Public Limited Liability Companies Act and will come in effect on July 1, 2023. The statutory report date will be 5 business days prior to the general meeting and therefore not imply any significant change for the company or its shareholders. As a result, the current regulations in the company's articles of association is no longer relevant.
The board of directors proposes that the current second paragraph is deleted from the Section 10 of the articles of association, revised articles of association in its entirety is available at the company's website at www.kitron.com, and is also available upon request at the company's office. The board of directors proposes that the following resolution, the general meeting approves the revised articles of association as attached with the minutes from the general meeting. I open this resolution up for voting. The voting is now closed, and there are 337 votes against and 99,848,190 in favor. The resolution has been adopted. We move to the topic number 11, which is the authorization to the board to issue shares.
The board of directors proposes that the general meeting grants the board of directors 2 authorizations to increase the share capital with divided purposes in accordance with the Norwegian Code of Practice for Corporate Governance. The first authorization is proposed to be used for general strengthening of equity, business opportunities, and remuneration and incentive schemes. The second authorization is proposed as a strategic authorization that can be used to carry out acquisitions within Kitron's strategy. The board of directors' proposed purposes for the 2 authorizations are specified in the proposed resolutions below. The authorizations will together have a limit of maximum 20% of the share capital, so that the use of the authorizations in total cannot include a number of shares that exceeds this limit.
The board of directors is of the opinion that it will be practical for the board of directors, that the board of directors has such authorizations in order to have the necessary flexibility and ability to act promptly, for purposes which are within the interest of the company. With regard to the incentive schemes, the authorization is also necessary to be able to fulfill the company's obligations to holders of rights. The general meeting shall deal with the annual accounts for 2022, and it is referred to this in addition to company stock exchange releases made public through the Oslo Stock Exchange News Service, for a review of events that are of significant importance for the company and information about the company and the company's activities.
To be able to attend to the stated purpose of the authorization, the board of directors proposes that the shareholders' preemptive rights in accordance with the act, Section 10-4 may be set aside. We have two proposals here. The first one is the authorization to strengthen equity and incentive schemes, and the board of directors makes the following resolution. The board of directors of Kitron ASA hereby authorizes to increase the share capital in accordance with the Norwegian Public Limited Liability Act Section 10-14 on the following conditions, and these conditions, 10 of them, are listed on the invitation to this AGM, and also available on the Kitron's website.
The total amount of share capital, which may in one or more rounds to be increased, is up to NOK 1,000,976,910.53. The second proposal, the strategic authorization, is also available in the invitation to this meeting, as well as Kitron's website, the board of directors propose that the general meeting makes similar resolution, but with this difference that authorization concerns increase of the share capital in accordance with the Norwegian Public Limited Liability Companies Act, Section 10-14 on the following conditions that the total maximum amount of the proposal is NOK 3,953,821,821.66.
The other detail of this proposal are available in the invitation as well as on the Kitron website. I propose that we will vote for these both proposals together. First proposal is the regular authorization to strengthen equity for business opportunities and remuneration and incentive schemes, and the other one is for strategic authorizations for potential acquisitions of entities. I open the voting on the points 1 and 2 under the paragraph 11. The voting is now closed, there are 98.66% of the votes in favor of the first proposal and 74.89% in favor of the second proposal. Hereby both of these proposals have been adopted by the AGM.
We move on to the topic number 12, which is the authorization to the board to buy shares. The board of directors proposes that the general meeting grants the board of directors with the authorization to acquire Kitron's own shares. The authorization would give the board of directors the opportunity to take advantage of the financial instruments and mechanisms provided by the Norwegian Public Limited Liability Companies Act. Buyback of the company's shares with subsequent cancellation would be an important aid for optimizing Kitron's financial structure. Further on, Kitron would be able to use shares for incentive schemes and in full or as a part as consideration in connection with the acquisition of businesses.
The board of directors proposes that the authorization may only be used for purposes as further specified in the proposed resolution that is included in the invitation to this general meeting as and is also available on the company's website. The board proposes that the general meeting gives the board authorization to acquire shares in the company with total nominal value corresponding to 10% of Kitron's registered share capital. Shares acquired by Kitron can be used in later reductions of the registered share capital with the general meeting's approval, remuneration to the members of the board of directors for incentive schemes or as consideration in connection with the acquisitions of businesses. This whole proposal, based on this company's sections 9-4, 9-5, 5 is available in the invitation, and I open the proposal for vote.
Voting is now closed. There are 1,500 votes against and 99,820,864 votes in favor. The proposal or the motion has been adopted. Topic number 13, the election of the board members. The Nomination Committee of the company shall propose candidates for election as members of the Board of Directors in accordance with the mandate of the Nomination Committee and Section 7 of the Norwegian Code of Practice for Corporate Governance. The Nomination Committee shall monitor the need of any changes in the composition of the Board of Directors.
The nomination committee makes proposal that all the current board members stand for re-election, and the nomination committee proposes that the current board members would be re-elected to the board directors of Kitron ASA for a period one year to run until the annual general meeting in 2024. The persons proposed are Tuomo Lähdesmäki, Gro Brækken, Espen Gundersen, Maalfrid Brath, Petra Grandinson, and Michael Lundgaard Thomsen. The nomination committee proposes that Tuomo Lähdesmäki is re-elected as the chairman of the board until the next annual general meeting in 2024. In addition, there will be three board members that are elected by and amongst the employees.
The proposal, I open now the voting on the proposal on the members of the Board to be elected by the shareholders. We have six different votes here. First concerns Mr. Lähdesmäki, the second Mrs. Brækken, the third Mr. Gundersen, the fourth Ms. Brath, the fifth Mrs. Grandinson, and the fifth Mr. Lundgaard Thomsen. We have six different voting votes for these persons in the order that I just mentioned. I open the voting on the members of the Board of Directors. The voting is now closed. Ms. Kruub Brækken has received 100% of the votes. All the others have received 98%, 98.87% of the votes. The resolution by the Nomination Committee has been approved by the AGMs.
We move on to topic number 14, election of the nomination committee members. The nomination committee shall put forward candidates for the election of the nomination committee. When put forward the candidates for the election of the nomination committee, the committee shall take into account the interest of all shareholders that the majority of the nomination committee should be independent from the board of directors and the executive management. That one member of the nomination committee should be a board member, and the company's, at that maximum one member of the nomination committee should be a board member and the company CEO or other members of the executive management are not members of the nomination committee.
Ole Petter Kjerkreit and Christian Jebsen were both elected for one term in 2022. The Nomination Committee now proposes that Ole Petter Kjerkreit and Christian Jebsen are re-elected as members of the Nomination Committee for a period of one year until the General Meeting of 2024. The Nomination Committee proposes that Atle Hauge is elected as a new member of the Nomination Committee for a period of one year until the next General Meeting in 2023. Mr. Hauge holds an equivalent of Master's degree Siviløkonom from NHH, and has also studied at Cornell in the U.S. The proposal is that Ole Petter Kjerkreit has agreed to continue as the Chairman.
We have the proposal by the Nomination Committee of 3 persons to the new Nomination Committee with Ole Petter Kjerkreit continuing as a chairperson, Christian Jebsen and Atle Hauge as members of the Nomination Committee. I hereby open the vote on the members of the Nomination Committee. There will be 3 votes in the same order. Mr. Kjerkreit, Mr. Jebsen and Mr. Hauge. The voting is now started. The voting is now closed. Mr. Kjerkreit has received 99.97% of the votes, and the two other gentlemen, Mr. Jebsen and Mr. Hauge, 100% of the votes, with 2,500 votes against. They have been elected to the Nomination Committee until the end of the next annual general meeting, 2024.
Now we have gone through all the topics on the invitation for this ordinary annual general meeting for Kitron ASA, and I hereby close the meeting. Thank you for the participation.