Nel ASA (OSL:NEL)
Norway flag Norway · Delayed Price · Currency is NOK
2.470
+0.120 (5.11%)
Apr 27, 2026, 4:27 PM CET
← View all transcripts

AGM 2023

Apr 21, 2023

Ole Enger
Chairman of the Board of Directors, Nel ASA

The time is now 3:00 P.M. Norwegian time, and it's time to welcome all participants to the 2023 Annual General Meeting in Nel ASA. Speaking is Ole Enger, Chairman of the Board of Directors. The Annual General Meeting is held as a virtual general meeting where all shareholders of the company may participate online. I would like to thank all shareholders who are logged in today for participating in the company's affairs. I hereby declare the 2023 Annual General Meeting for open. The number of participating shareholders, et cetera., will be announced shortly. Before we move to the first voting item on the agenda, I would like for the proposed chairman of the meeting, attorney at law Thomas Aanmoen, to present some practical information.

Thomas Aanmoen
Chair of the Meeting, Nel ASA

Thank you very much for that. Speaking is Thomas Aanmoen, and I have been proposed to chair this meeting. Before we move to the matter of election of chairperson, I would like to give some practical information. Logged-in shareholders will have four buttons at the top of their screens that they can click on. This is Home, Messages, Voting, and Documents. By pressing Home, you will find additional technical details about how the system works, et cetera. Messages will give you the opportunity to see messages sent in from other shareholders, and it will also allow you to send in your own written questions and comments should you so desire through the meeting. The Documents button will give you a copy of the notice and other associated documents for the meeting, while the Voting button takes you to the item to be adopted in the meeting today.

Voting will by default be pushed to your screen as we move from one item to the next through the agenda. These were the practical notes that I wanted to make by way of introduction. The general meeting is now closed for additional shareholders to log on, and we will move to the list of represented shares. At this time, I would like to request the kind registrars at DNB Verdipapir Service, who are keeping track of the numbers and the voting today, to present the numbers of participating shareholders to the meeting. These figures will also be presented in detail in the minutes which will be published on the company's website and on NewsWeb after the general meeting. DNB, could you present the participants, please?

Yeah, thank you, Thomas. Freddie from DNB. We're presented here today. We have proxy, the Chair of the Board, for 8,340,545 shares. We have proxy with instructions to Chair of the Board for 169,178,930. We have advance votes from 32,884,460 shares. We have two shareholders attending and voting online for 3,383 shares. We also have 14 guest logins that are not voting and do not have the right to send messages. In total, this is 210,407,318 shares, representing 12.59% of the company's share capital. Thank you.

Thank you very much, Freddie. Again, these figures will be specified and appended to the minutes of the meeting, which will be announced following conclusion of the agenda today. The opportunity to vote on all agenda items shall now be opened, and shareholders may proceed to the 1st voting item on the agenda. This is item two, the election of a chairperson of the meeting and a person to co-sign the minutes with the chair. As is set out in the notice, the board has, in line with Norwegian recommendations for sound corporate governance, proposed that an independent person chair the meeting. The proposal is that attorney Thomas Aanmoen, currently speaking, is elected to chair the meeting. To co-sign the minutes, for practical reasons, a person present at the company's head offices in Oslo should be elected. The proposal is that the company's CFO, Mr.

Kjell Christian Bjørnsen, is elected to co-sign the minutes. That is the proposal on agenda item two. We have not received any questions or comments with respect to this item. We would open and request shareholders to vote on this item now. The opportunity to vote will be closed shortly on agenda item two. Shareholders who have not yet voted or wish to change any voting that they've already done should do so immediately. We will now wait for a few minutes, and this is done in order just to catch electronic timing lags and to ensure that everyone has had the opportunity to vote, and we will have the opportunity to calculate the voting. This brief pause will happen with respect to each vote during the meeting today. We'll take this brief pause, and I will then come back after we have calculated the votes and announce the results.

Brief pause. The vote is now closed, and the council says the item has been approved with a requisite majority. Exact voting figures on this item, as well as on all other voting items at today's meeting, will appear in the minutes from the meeting. These minutes will be made available as a stock exchange notice and on the company's website following the meeting. We may then move to item three for consideration, which deals with the approval of the notice and agenda. The notice was distributed prior to the three-week notice period of the Norwegian Public Limited Companies Act, and it was also announced as a stock exchange notice on March 22nd, 2023. At the outset, it seems that the notice of the meeting has been given in the appropriate manner. The agenda, we will follow basically the sequence set out in the notice.

I can see that we haven't received any questions or comments with respect to this agenda item. We can then move to voting on the matter. If you have not yet voted on agenda item three, please do so now, and we'll take a brief. Pause to calculate voting. Thank you. The vote is now closed, and the council says that the item was approved with a requisite majority. Again, exact figures on voting will appear in the minutes of the meeting. Item four of the agenda deals with the approval of the annual accounts and board report for 2022. I can see that we have not received any questions or comments. We can move to voting also on this agenda. Please vote on item four. The vote is now closed, and the council says the item was approved with a requisite majority.

Item five on the agenda deals with the board's report on corporate governance. This report is included on pages 54- 58 of the 2022 annual accounts of the company. This agenda item is not a voting matter, but the report shall be presented to the annual general meeting pursuant to Section 5(6) of the Norwegian Public Companies Act. As far as I can see, we have not received any questions or comments. We can then conclude item five on the agenda and move to the next agenda item, which is item six. This agenda item concerns remuneration to board members. The proposal for the remuneration has been made by the nomination committee in line with the company's articles of association, and a detailed proposal follows from the notice. We have not received any questions or comments with respect to this item, so we can move to voting.

If you have not yet voted on item six, please vote now, and I will revert when the votes have been calculated. The vote is now closed. The council says the item was approved with a requisite majority. We can then move to the next agenda item, which concerns remuneration to the nomination committee and the audit committee and the nomination committee. This is item seven on the agenda, and the proposal was made by the nomination committee in line with the articles. Everyone, please vote on item seven. We have not received any questions or comments for that item as well. Please move to voting. Thank you. The vote is now closed, and the council says also this item was approved with a requisite majority. Item eight of the agenda concerns auditors' fees, and the proposal is that the fees which appear from the 2022 financial statements are approved.

We have not received any questions or comments for that item, so we can move to voting. If you have not yet voted on item eight, please vote so now, and we will revert when the vote has been counted. The council says the item was approved with a requisite majority. The next item on the agenda concerns an advisory vote on the report on salary and other compensation to executive management. We have not received questions or comments in the meeting to this agenda item, so we can move to voting on the matter. Everyone who has not yet voted on item nine, please do so now, and I will revert with the result of the vote once concluded. The vote is now closed, and the council says that the proposal for support to the compensation report did not receive a 50% majority.

The voting figures will appear in the minutes from the meeting. I will now give the word to the CFO, Mr. Kjell Christian Bjørnsen, for a quick comment.

Kjell Christian Bjørnsen
CFO, Nel ASA

Management notes that the voting has come after the remuneration report. Following feedback in earlier years, the Board has adjusted the structure of the incentive programs and the targets set for management. In preparation for this Annual General Meeting, the company has asked for and received shareholder feedback on this item. The feedback mainly relates to shareholders wanting to see further disclosure on the targets set for management as opposed to requests to changes in the underlying structure of the program. The Board and management will address the disclosure requests in the remuneration report for the 2024 Annual General Meeting.

Thomas Aanmoen
Chair of the Meeting, Nel ASA

Thank you, Kjell Christian. That concludes item nine. We can move to item 10 on the agenda, which concerns authorization to issue shares. The background for this proposal is set out in the notice, and it is in effect that the current authorization lapses today, and the board therefore asks for its renewal. In line with corporate governance recommendations, the voting arrangements are such that shareholders are asked to vote separately on each specified purpose for which the authorization may be used. Shareholders are therefore asked to vote separately on each such purpose. We have not received any questions or comments with respect to this agenda item, so we will then move to voting on the item. Everyone who has not yet voted, please do so now, and please do so with respect to both purposes under item 10 on the agenda.

We will, as usual, revert when the vote is closed. Just repeating that shareholders are asked to vote on both purposes under agenda item 10 simultaneously, and you may need to scroll on your screen to see both of these agenda items so that you can click on them. Thank you. Please vote now. The vote is now closed, and the council says that both items 10.1 and 10.2, i.e., the two purposes under the overall item on authorization to issue shares, were approved with a requisite 2/3 majority. We can then move to the next agenda item, which is item 11, and this concerns the authorization to acquire treasury shares. The background for this proposal is also set out in the notice, and it is in effect the same as for the previous item. The current authorization lapses today, and the board has therefore asked for its renewal.

I can see that we have no questions or comments on the item, so we may then move to voting on the matter. If you have not yet voted on item 11, please do so now, and please do so with respect to both items on the agenda. If needed, scroll to see both of them. I will revert when the vote is closed. Please vote. Thank you. The vote is now closed and tallied, and the approval requirement of 2/3 majority of the shares votes shows that the proposal in Roman one, referring to incentive programs, did not receive requisite majority, while the proposal in Roman two concerning general purposes did receive requisite majority. Again, for an overview of the detailed vote, we will refer to the minutes of the meeting, which will be published following conclusion.

Item 12 on the agenda deals with the election of board members, and there are proposals for seven members, each to be elected for a period of one year. This proposal was made by the nomination committee, and according to the Articles of Association of the company, the reasoning for each proposal was set out in detail in the recommendation document itself, which was attached to the notice and has been on the company's website. Again, with respect to voting on the election of board members, the company has, in line with corporate governance recommendations, made arrangements to ensure that voting can be made on each individual candidate. We have not received any questions or comments, so we can move to voting. Everyone who has not yet voted on item 12, please do so now, and please do so with respect to all of these seven candidates.

You may need to scroll again to see all the options that you can click on. Please vote now for all seven candidates. Thank you. The vote is now closed, and the council says that all proposed board members were elected with a requisite majority. Item 13 of the agenda deals with a proposed change to the Articles of Association. The background follows from the notice document, and in short, the proposal is basically to change the wording in the articles concerning advance notice for general meetings so that it better reflects applicable statutory law. We have no questions or comments to this item. Please move to voting on agenda item 13. The council says that item 13 was approved with a requisite majority. Item 14 of the agenda also deals with a proposed change to the Articles of Association.

The proposal is, in short, to change the wording in the articles concerning the number of nomination committee members so that the nomination committee may, if the general meeting so decides, consist of between two to five members. This has, of course, an inherent connection to item 15 on the agenda, where it is proposed to elect a nomination committee consisting of two members going forward. There are no questions on this item, so we can move to voting on the matter. If you have not yet voted on item 14, please do so now. The council says that item 14 was approved with a requisite majority. We can then move to item 15 on the agenda, which deals with the election of nomination committee members. This proposal is made by the nomination committee itself, with a rationale set out in the committee's recommendation document.

With respect to voting, arrangements have been made again for individual voting on each candidate in line with recommendations for some corporate governance. No questions or comments on the item. We can then move to voting on this, which is the final item on the agenda. Everyone who has not yet voted, please do so now, and please cast your votes with respect to each individual candidate. Scroll down where necessary. I will revert when the vote is closed. Please vote. The count shows that both proposed nomination committee members were elected with a requisite majority. Again, exact figures on this vote and all other votes carried out during the course of the meeting will be attached to the minutes, which will be made public by way of a stock exchange notice and on the company's website following the meeting.

This has brought us to the end of the general meeting, and I can now declare the annual general meeting for Nel ASA 2023 closed and the meeting adjourned. On behalf of Nel, I would just like to express the company's gratitude for participating in the company's affairs. Thank you.

Powered by