Nel ASA (OSL:NEL)
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2.470
+0.120 (5.11%)
Apr 27, 2026, 4:27 PM CET
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AGM 2021

Apr 15, 2021

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 2021 Annual General Meeting in Nel ASA. Speaking is Ole Enger, Chairman of the Board of Directors. As set out in the calling notice, this year's Annual General Meeting will be 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. The reason why we are holding the Annual General Meeting electronically this year is the Norwegian and local authorities' recommendations to avoid physical assemblies. Given the prevailing circumstances, an online assembly is the only way to enable shareholders to participate in real time. It's my pleasure to hereby declare the 2021 Annual General Meeting for open. The number of participating shareholders, etc., will be announced shortly.

The first voting matter on the agenda is the election of a chairperson of the meeting. Before we move to voting that item, I would like for the proposed chairperson, attorney at law Thomas Aanmoen, to present some practical information.

Thomas Aanmoen
Chairperson, Nel ASA

Yep, 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 formal election of a chairperson, I would like to give some practical information. Kindly note that voting on all items on the agenda will be open once our registrars have been able to register the shares represented in the meeting today. This will happen momentarily. The opportunity to vote on all agenda items will at that time appear clearly on each participant's screen. Should you go away from the poll, you should find it again by clicking on the bar chart symbol that should appear on your screen, either on the top or on the bottom of the screen, depending on whether you are logged in via browser or app.

We will open all items on the agenda for voting today at the same time, and you may choose how you vote by pressing the buttons for, against, or abstain on the individual items. You are free to submit voting on all items at any time when the polls open, and you may change the voting on each item along the way until the individual item is closed. Each item on the agenda will be closed consecutively as the general meeting resolves the items, and during the short times where we are calculating votes on individual items, the opportunity to vote on this and on all the remaining items will temporarily disappear from your screens. They will reappear shortly thereafter. Of course, voting that you have already made on the various agenda items will still be registered on the remaining items of the agenda.

When it comes to those of you who are logged in and who have already given advance votes or instructions, all your votes are linked to your account, but you will not see an online confirmation of this on your screen. If you, while being logged on, do nothing, your previously submitted votes will be counted in the way that they were given. You may also change your previously given votes by voting live today. Should you click cancellation on the items on the poll, you will cancel previously given advance votes and instructions, and if you do that, you should, of course, vote again during these proceedings. Should there be any doubt about this, note that if you vote now, your votes will always be counted as they are given.

For shareholders who wish to ask questions or make comments on the items on the agenda, this can be done in writing by clicking on the message symbol on your screens, and then you may, where it says ask a question, enter what you would normally have wanted to say on the podium at a physical general meeting. We should point out that in that case, you will be identified by name, but you will not be identified by shareholding. Approved comments will be made visible to all shareholders who are logged in. A red dot will appear on the message symbol for everyone who's logged in every time a new comment is published. Shareholders may submit questions and comments on the items on the agenda whenever they wish. Questions will generally be addressed once we process the item, at which time the questions will also be published.

Please note that questions that are sent in will be moderated, and that means that repeated questions might not be published, for instance. Technical questions will not be addressed, and moderation for, you know, relevance, improper language, etc., will also be made before publishing. Right, at this point, I would like to move on to the list of represented shares in today's meeting. I believe we have an overview shortly. Right, represented via proxy to the Chairman of the Board is 4,381,809 shares. Represented by voting instructions to the Chairman of the Board is 131,913,752. Advance votes, we have 23,276,840. Total votes represented, hang on, actually represented in the meeting, should not forget those, of course, are 18 registered shareholders representing 111,403 shares. Bringing us to a total of 159,683,804 shares present today, which represents 10.96% of the total share capital of the company, approximately.

The meeting is now closed for additional shareholders to log in and be registered, but should any of you who are already registered, for some reason, lose connection or want to log in again from another unit or something, it will be possible for you to log on again, and you will then remain registered. Those were the practical notes that I wanted to make as an introduction. The opportunity to vote on the various agenda items should now be opened, I believe, and shareholders may now proceed to the first voting item on the agenda, and this is item two, the election of a chairperson of the meeting and a person to co-sign the minutes with the chair. The Board has, in line with Norwegian recommendations for corporate governance, proposed that an independent person chair the meeting.

The proposal is that attorney Thomas Aanmoen, who is currently speaking, is elected to chair the meeting. To co-sign the minutes, for practical reasons, a person who is present at the company's head offices in Oslo should be elected, and the proposal that I would like to make is that the company's CFO, Mr. Kjell Christian Bjørnsen, is elected to co-sign the minutes with the chairperson. That is the proposal on agenda item two. I don't believe we have any questions or comments about this item. The opportunity to vote on the item will be closed shortly. If you have not voted yet on agenda item two, please do so now, or if you want to change your voting, do the same. For those who have missed the explanation on how to vote, this is described on the information page by clicking the "i" symbol.

We'll wait now for a few minutes. This is done in order to catch any electronic timing lags and to ensure that everybody has had the opportunity to vote. We will calculate the vote. This short pause will now take place, and this will take place on each vote today. I will revert as soon as the voting results have been calculated. Thank you, and please vote. Thank you. The vote is now closed on item two, and the count shows that we have 100% approval for the proposed resolution, rather than for, of course. Therefore, the motion is approved. I should say that the detailed polling results on each agenda item will be attached to the minutes, and these will be made available as a stock exchange announcement on the company's web pages following the meeting. I will announce whether or not each motion has been carried or not.

Right, I would like then to move on to item three on the agenda for consideration, and this deals with approval of the notice and agenda. The notice has been distributed within the three-week period of the Norwegian Public Limited Companies Act, and it was also announced via a stock exchange notice on 25 March 2021. At the outset, therefore, it seems that the notice of the meeting has been given in accordance with the appropriate manner, and as regards the agenda as such, we will follow the sequence set out in the notice. We have not received any questions to this item. We will then move to voting on the matter. Everyone who has not yet voted on item three, please do so now, and again, we'll wait a few moments to calculate the results. Thank you.

Okay, the vote is now closed, and the count shows on item three that, yes, the notice and agenda was approved, 100% for rounded off on this item as well. Let's move to item four on the agenda, which deals with the approval of the annual accounts and the Board report for 2020. We have not received any particular questions to this item, so we'll then move to voting on the matter. If you have not yet voted, please do so now, and we'll wait a few moments so that everyone gets the opportunity to do so. We'll revert shortly. Right, the vote is now closed, and the count shows that agenda item four was approved with, again, rounded off 100% approval rates.

Yeah, so sorry, we actually have a question to item four from a shareholder, which reads: As the profit now, or the results now, are increasing, will it be reasonable to expect a dividend in over some time? I think that's a question that I would like to pass over to the company's CFO, Mr. Bjørnsen.

Kjell Christian Bjørnsen
CFO, Nel ASA

Thank you for the question. The result in last year was also positively influenced by share gain on some investments we have. We are still in an investment phase, so dividends are sometime further out. We do not foresee near-term dividends. Thank you.

Thomas Aanmoen
Chairperson, Nel ASA

Thank you. Then item four, we have dealt with the question, and the item was approved with a rounded off 100% approval rate. At that point in time, we can move to item five on the agenda, which deals with the Board's report on corporate governance.

This report is included on Pages 20 to 24 of the annual accounts of the company. This agenda item is not a voting matter. The report shall be presented to the annual general meeting pursuant to Section 5(6) of the Public Companies Act, and this has been done through the notice document. We have not received any questions to that item or comments, so we can conclude item five on the agenda, and we can move to the next agenda item. That will be item six, and this concerns remuneration to the Board members. The proposal for remuneration to Board members has been made by the Nomination Committee in line with the Articles of Association, and the detailed proposals follow from the notice. We can then move to voting on item six.

If you have not yet voted, please do so now, and we will, in the same manner as previously, revert when the vote is closed. Thank you very much. We have now closed the vote on item six, and we can again record rounded off 100% approval rate for the proposal for approval of the remuneration to the Board members. Moving on to item seven on the agenda, this concerns remuneration to the Nomination Committee, the Audit Committee, and the Remuneration Committee. These proposals have again been made by the Nomination Committee in line with the Articles of Association, and the detailed proposal follows from the notice document. We have not received questions to the item, so we can then move to voting on item seven. Please vote. Thank you. We can then record that again, the proposal received a 100% rounded off approval rate, and item seven is approved.

Moving on to item eight on the agenda, this concerns auditor's fees, and the proposal is that the fees, which, of course, in the normal manner appear from the financial statements of the company, are approved. No comments on the matter, so please vote at this time. Thank you for voting. On item eight on the agenda, we can record that the matter was approved with 97.42% of the total votes, so the motion was carried. Moving on to item nine on the agenda, this concerns approval of the guidelines for determination of salary and other compensation to executive management. On this item, I would like to point out that the company has received a written question from one shareholder about the option program and the cap on gains that are stated in the guidelines.

The company has answered this question, and they would also like to relay the information given to said shareholder to all shareholders. The information is as follows. Based on an analysis of the eligible employees, the company expects to issue approximately 18 million options in 2021 if the maximum gain per option is unchanged at five per share. Of this, about 20% will be issued to members of group management. The company is considering increasing the maximum gain per option, and the increase will be done with a corresponding reduction in the number of options issued. Here we have a question from a shareholder. That is actually to item nine, so we will wait on for a second. We are still on item nine on the agenda, guidelines on the determination of salary. No questions to item nine, and we can then move to voting on the item.

Those who have not yet voted item nine, please do so now, and we will revert shortly with the result. Thank you. The voting on item nine is now closed, and the count shows that the agenda item was approved with 68.02% of the votes for. We can move to item ten on the agenda. This concerns authorization to issue shares. Here we have one question from a shareholder. I would like to propose that the CFO responds to that question. Thanks.

Kjell Christian Bjørnsen
CFO, Nel ASA

The questions relate to the repair issue that was canceled last year. We and the Board believe that it is important to ensure an equal treatment of shareholders, and that in the cases where we do accelerated book buildings, we will normally consider and undertake a repair issue afterwards.

In the concrete matter last year, the repair issue was canceled after a delayed or an extended notice period, and the reason for that was that the share was trading significantly below the share price in the repair issue, so it would have been uneconomical for our shareholders to use the right. Therefore, there is no intention of reinstating that right at a later stage. If the shareholders would have wanted to buy shares at that point in time, there was a good opening for doing so.

Thomas Aanmoen
Chairperson, Nel ASA

Thank you for that, Mr. Bjørnsen. That was the question that we had to receive to item ten. We can then move to voting on the matter. Everyone who has not yet voted on item ten, which of course consists of two separate points, please vote now, and please do so with respect to both purposes under this item of the agenda.

Please vote now. Thank you. We have now closed the vote on item ten. The count shows that item 10.1 was approved with an approval rate of 71.77%. Item 10.2 was approved with 99.39% approval rates. Both these items have then been approved. We can then move to item 11 on the agenda. This concerns authorization to acquire treasury shares. The background for this proposal is also set out in the notice and in effect in the same way as the last item, the previous item. It is in effect that the current authorization lapses today, and the Board therefore asks for its renewal. We have not received any questions to item 11 on the agenda, so everyone who has not yet voted, please vote item 11 on the agenda, and please do so with respect to both purposes on the agenda.

I will revert again when the vote is closed. Thank you very much. The vote is now closed on item 11. To relay the count, it shows that item 11.1 was approved with 72.09%. That was at item 11.1. Item 11.2 was carried with 99.41% for. Both items carried with the necessary majority. Moving then on to item 12 on the agenda, which deals with election of Board members. There are proposals for six Board members, each to be elected for a term of one year. This proposal is made by the Nomination Committee, and their reasoning for each of their proposals has been set out in the recommendation itself. This was, of course, attached to the notice document.

I have been made aware of one minor error in the committee's recommendation documents, and that is that the shareholding of the chairman is there stated to be 140,000 shares, but the correct number, and this is also set out in the annual accounts, is in fact 149,462. With respect to voting on the election of Board members, kindly note that in line with Norwegian corporate governance recommendations, arrangements have been made for individual voting on each candidate. We have one question, I believe, that I think is for, I will propose that the CFO tries to respond to that. Is that okay, Mr. Bjørnsen?

Kjell Christian Bjørnsen
CFO, Nel ASA

Sure. The question was on the background of each individual proposed Board member, and that is given out clearly in the call for the meeting with the Nomination Committee's proposal.

Thomas Aanmoen
Chairperson, Nel ASA

If I'm not mistaken, there should possibly also be a short introduction of them within the annual accounts. Thanks for that to Mr. Bjørnsen. Yeah, in the absence of further questions, we can then move to voting on this matter. Everyone who has not yet voted, please do so now. This item consists of several individual votes, items for voting, one for each candidate. Please vote on all candidates on item 12 at the same time now, please. Thank you. Please vote, and we will revert once we have the count. Thank you very much for voting on item 12 on the agenda. I can go through the vote, which is now closed. The result is that. The election of Mr. Ole Enger in item 12.1 was approved with approximately 95.50% approval. The election of Hanne Blume in item 12.2 was approved with approximately 98.41% approval.

The election of Charlotta Falvin in item 12.3 was approved with approximately 53.34%. The election of Mr. Finn Jebsen in item 12.4 was approved with approximately 98.54%. The election of Beatriz Malo de Molina in item 12.5 was approved with approximately 98.53%. Finally, the election of Tom Røtjer in item 12.6 was approved with 99.46% rounded off. All candidates have been elected. We can then move to the final item of the agenda. This is item 13 and deals with the election of Nomination Committee members. There are proposals for elected for a term of one year. This proposal is again made by the Nomination Committee, and in line with Norwegian corporate governance recommendations, arrangements have been made for individual voting on each candidate. We have, as far as I can see, not received any questions to this item, so we can then move to voting on the matter.

If you have not yet voted on item 13, please do so now, and again, please do so with respect to each of the three candidates in item 13.1, 2, and 3 respectively. Please vote and we'll revert once we have calculated. Thank you. The vote is now closed, and I can announce the results. For all three of the candidates in item 13, Fredrik Thoresen, Leif Eriksrød, and Lars Schedin , which were the proposed candidates, all of them have been approved with 100% approval rating rounded off. That concludes all the matters on the agenda for the 2021 annual general meeting of Nel ASA. At this time, I may then declare the annual general meeting for concluded and the meeting adjourned. All matters were approved as proposed in the notice of the meeting.

On behalf of Nel and its management, I would like to thank the shareholders for participating in the company's affairs and participating at the annual general meeting. Thank you very much.

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