Welcome to StrongPoint's Ordinary General Meeting 2025. My name is Morthen Johannessen. I will chair the meeting. After the meeting, our CFO, Marius Drefvelin, will co-sign the protocol together with myself. We have a pretty straightforward agenda, which is 100% in line with the agenda that you all received some time ago. I suggest that we just get started. When we get down to agenda item 11 and 12, I will hand over to my board colleague, Ingeborg Molden Hegstad, which will cover those two items. Agenda item 1: Record of Attending Shareholders and Votes in Advance. We received almost 10 million votes, which represent close to 22% of all our issued shares. Agenda item 2: Approval of the Notice and the Agenda that you all have received. No amendments have been received on our side, so the Notice and the Agenda have been approved.
Agenda item 3: Approval of the Annual Accounts and the Annual Report for 2024. You have all received both the numbers and the Annual Report quite some time ago, and I hope you have had time to dive into it. As always, I recommend that you spend some time on our Annual Report, as it provides a lot of good information and insight to our company and our business. Revenue in 2024 came in at NOK 1.3 billion, just above, which is a slight decline versus the previous year. EBITDA of +NOK 2 million, which represents an increase of NOK 3.3 million versus the year before. Of course, we are not happy with the results itself, but it represents a very tough operating environment that's out there.
I would still like to thank the entire organization for their hard work and commitment to try to make the best possible out of that tough environment we are operating in currently and over the last couple of years. No amendments have been received, so the Annual Accounts and the Annual Report for 2024 is approved. Item 4: Approval of the Auditor's Fee. Total amount of NOK 623,000. No amendments, so also the fee for the auditor has been approved. Item 5: Dividend for the year 2024. Our business performance currently does not allow for paying out a dividend, unfortunately. We would like to, and we hope that going forward we can get back to also results and a balance sheet that allows for dividend in some years to come. They are in line with our communicated policy, but for 2024, our proposal is zero.
Item 6, that's not for voting, it's for information. That's the Directives Report on Corporate Governance available on our website. Again, I urge you to take a look, read it. We are operating in a complex world, so corporate governance is extremely important for us, like other corporations. We follow the Norwegian Code of Practice for Corporate Governance with a couple of exemptions that we will get back to, as always, at the end of this agenda. It's more formalities than anything else. We jump to Agenda Item 7: Election of Board Members. We have and propose two changes in the board for the coming year. All members are elected for one year at a time, by the way.
What the nomination committee proposed is that myself, Morthen Johannessen, should continue as Chair, my colleague Ingeborg Molden Hegstad to continue as board member, Pal Wibe to continue as board member, and then two new members, Monica Aune and Preben Rasch-Olsen. We would like to extend a warm welcome to those two. I'm sure they will add a lot of valuable competence to our board work. At the same time, I would like to thank Audun and Cathrine, that's leaving the board after a couple of years' service. Thanks a lot to those two also. No amendments, so 100% votes in favor of the nomination committee's proposal for the board. The fee for the board members.
One, the nomination committee proposed that the fee for the past period should be approved, and then they propose some changes in the fee for the coming year, as the fee has been frozen since 2023. Number-wise, they propose NOK 650,000 for the chair and for directors NOK 350,000. 20% of gross fee to be used for mandatory purchase of shares, which we will continue. I underline, as always, that's shares that's bought in the market without any kind of discount. For our committees, the nomination committee proposed also there some changes. For the audit committee, up to NOK 90,000 for the chair of the committee and for members, NOK 65,000. For the remuneration committee, NOK 63,000 for the chair and for the members is NOK 43,000. Close to 93% of the votes in favor of the nomination committee's proposal, so it has been approved.
Item 9, election of members of the nomination committee. They have nominated the same three persons that have done, I think, excellent work over the last few years. Hilde Horn-Gilen as chair for re-election. Are Juklestad-Berg as a member and also Inger Johanne Solhaug. They're all three persons that know our company very well. No amendments have been received, so 100% of the votes in favor of the nomination committee's proposal. The fee to the nomination committee follows pretty much the fee structure for the other committees that we have: NOK 63,000 per year for the chair and NOK 43,000 for the members. No amendments have been received on our side, so 100% of the votes in favor for the nomination committee's proposal. I hand over to my colleague Ingeborg.
Thank you, Morthen. I will take you through the next two items: Item number 11 and item number 12. Item number 11 is about the remuneration report and the approval of that. We, as board of directors, have prepared a remuneration report in line with guidelines for 2024. In the report, you will find details about StrongPoint's remuneration policy, and it provides information about remuneration of governing bodies, CEO, and other Senior Executives for last year. We do not propose any changes to the policy and propose that the Annual General Meeting approves the report. There have not been any amendments, and 100% of the votes were in favor of the report. I will go through item number 12, the long-term incentive program. In StrongPoint, we launched in 2020 an equity-settled share-based option program in line with our remuneration policy.
The objective is twofold: to incentivize and align management compensation with shareholder value creation, and also to attract and retain high-caliber executive management and key personnel. The board suggests to continue this program for another year with the same principles as previous years. I will take you through those principles. We suggest a yearly allocation for 2025, somewhere in between 0-3% of the total outstanding shares, to never exceed the total number of options above 10%. This has been the policy throughout the last five years. The strike price of those options should equal market price at grant, and the options will vest over three years. Non-exercised options expire five years after grant. The options will be issued through new shares or StrongPoint to acquire own shares in the market.
As I said, this program, we've had it since 2020, and we will, during the next year, assess the effectiveness of the program and also alternative programs. When we look at the votes, 70.48% of the votes were in favor of the board proposal, and we hereby approve the LTIP program.
Thank you very much, Ingeborg. That brings us to Agenda Item 13, which is an authorization for the board to increase the share capital, in fact, to replace the current authorization that we have in place since the previous AGM. It is an authorization that we are asking for in order to have the opportunity, if needed, for example, in M&A activities, private placements, and situations like that, in order to be able to move fast. It will only be used, of course, in the best interest of the company and the shareholders. 99.95% of the votes in favor of the proposal, so this has been approved.
Final Item 14, which is also then replacement of the current authorization for the board to acquire its own shares, shares that also can be used to optimize our balance sheet, our capital structure, or it can be used for having shares available for programs, internal incentive programs, and it can also be used for some other situations. As I said, it's a replacement of the current authorization, so it's nothing new in there. 96.8% of the votes in favor of the board's proposal, so this has been approved. That, in fact, concludes this year's Annual General Meeting for StrongPoint. Thank you all for participating, and I wish you a nice onwards Tuesday. Thanks a lot.
Thank you.