StrongPoint ASA (OSL:STRO)
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May 13, 2026, 4:25 PM CET
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AGM 2026

Apr 29, 2026

Morthen Johannessen
Chairman of the Board, StrongPoint

Good morning, welcome to StrongPoint's ordinary general meeting. My name is Morthen Johannessen, and I'm the Chair of StrongPoint, at least for another few minutes. After the meeting, our CFO, Marius Drefvelin, will co-sign the protocol. Today, I also have with me Hilde Gilen, which is the Chair of the Nomination Committee, and also my board colleague, Ingeborg, which is heading up the Compensation Committee at StrongPoint. They will also cover a couple of items. On the formality side, you have had the opportunity to post questions prior to the meeting, and you still have an opening to do so if you would like during the meeting on an email address that you have got, investor@strongpoint.com.

The voting we will refer to, that's based on the advanced votes that we have received. And on the formality side also, they are checked against the shareholder register. The agenda is exactly the same as you all received almost a month ago. I'm not going to go through every single item on the agenda right now, but I would rather start and go into Item 1 on the agenda, which is a record of attending shareholders and the votes we have received in advance. We got close to 16 million votes in advance, and that's close to 36% of the total issued shares of the company. Item 2, approval of the notice and the agenda. The notice has been sent to all shareholders with a known address by the 30th of March this year.

No comments or amendments to the notice that have been received that require any changes. The notice and the agenda has been approved. Item 3, approval of the annual accounts and the annual report for 2025. Also, you will see all details, of course, on the website and in our annual report. On the highlights, the top line, the revenue, came in at NOK 1, 359,000,000 , which is a growth of 4%. On the important recurring revenue line, we had a growth of 7%, so it ended at NOK 385 million. On EBITDA, we made a significant uplift from NOK 2 million in 2024 to NOK 26 million in 2025, which means an uplift of NOK 24 million, which is, I would say, a good progress on the profitability side.

No amendments been received, 100% of the votes in favor of the board's proposal to approve the accounts and the annual report for 2025. Item 4, approval of the auditor's fee. The total fee for the services in 2025 amounted to NOK 652,000, which was an increase of roughly 4.5%. No amendments been received, 99.97% of the votes were in favor of the board's proposal. That means close to 100%. Item 5, dividend for the financial year 2025. Even if we had a long history of paying dividend and increasing dividend year- on- year, the last two, three years, we have not been in a position to recommend to pay a dividend, and that's the same case for the financial year 2025. The proposal from the board has been not to pay a dividend.

Of course, the company hopes to get back in a position in some years where it could be possible to pay dividends again. Item 6, that's on corporate governance. That's not something that the shareholders are going to or had been voting on. It's for information, and I, as always, urge you all to spend some time on our annual report and our also, our website, where we will find all the, all the details. We are living in a complex world, so we are trying to really to apply all rules and legislation and spending quite a lot of time and effort making sure that we do that at any time across the company.

We have a couple of items that I will get back to at the end of the meeting, which represent some minor exceptions to some of the guidelines. I will get back to that in the final stage of this meeting and agenda. Again, you will find all the details on our website. I hand over to Hilde.

Hilde Gilen
Chair of the Nomination Committee, StrongPoint

Thank you, Morthen. Before we move forward into Item 7, I would like to take a moment on behalf of the Nomination Committee, and I'm sure the whole company, to acknowledge and thank you, Morthen. This you didn't know. You joined the Board of StrongPoint back in April 2016. For nearly a decade now, you have served as Board member and Chairman of the Board and been a steady, constructive leader through significant change, including the company's strategic repositioning within the retail technology market. You have been through leadership transitions and the challenges that comes with operating in a competitive international market. I know you've been a trusted sparring partner for management, a clear voice in the Boardroom, and a strong guardian of the shareholder interests.

On behalf of shareholders, management, employees, and the board, we thank you for your dedication and many contribution to StrongPoint. Moving forward into the election of the new board. The Nomination Committee has worked extensively to find your replacement, Morthen Johannessen, and we are pleased to recommend Trond Johannessen as the new Chairman of the Board. Trond brings more than 25 years of experience leading and developing international businesses within technology and B2B sectors. You can read more about Trond in the attachment to the notice of this general meeting. Trond holds the position currently as CEO of Pexip Holding ASA, which is listed on Oslo Stock Exchange, and brings extensive board experience from publicly listed companies.

We are also very pleased that the other four members of the last Board have all agreed to contribute for another year, which preserves the continuity in a time when we had to change the Chair. As all of the Board members are up for election every year, the Nomination Committee proposes the election of the Board members, Trond Johannessen as the Chair, Ingeborg Hegstad, Pål Wibe, Monica Aune, and Preben Rasch-Olsen as Board members from this meeting to the annual general meeting 2027. 97.32% of the votes were in favor of the Nomination Committee's proposal, the proposal has been approved. Moving forward to Item 8, the determination of remuneration to the Board members. The Nomination Committee proposes an increase of the average salary based on the average salary development from last year.

We suggest that the Chairman receives a full year compensation of NOK 700,000, and each Director to have NOK 365,000 as remuneration for the next year. 20% of this remuneration is to be used for mandatory purchase of shares in StrongPoint. The remuneration of the committee work during the next year is proposed as follows. The Chairman of the audit committee will receive NOK 95,000 per year, while the members of the audit committee, the same NOK 68,000 per year. For the remuneration committee, we propose that the Chairman receive NOK 65,000 per year, while the members receive NOK 45,000. Received 95.88% of the votes in favor of the proposal, and the proposal has been approved.

When we go to the election of the members of the nomination committee, each member is vote, is elected for two years, and to continue, to secure continuity, we have one person that was elected in 2024 and is now up for election in 2026. That is Inger Johanne Solhaug. She has agreed to contribute another two years, and the nomination committee proposed that she get this position also in the next period. The nomination committee will then consist of myself, Hilde Gilen, as Chair, Are Juklestad Berg and Inger Johanne Solhaug as members. No amendments have been received, and 100% of the votes were in favor of the nomination committee's proposal.

As Item 10 specifies the remuneration for the members of the Nomination Committee, there is proposed an increase of the fee to NOK 65,000 per year for the Chair and NOK 45,000 per year for the members. No amendments have been received, 99.97%, again, almost 100% of the votes were in favor of the Nomination Committee's proposal. We come to Item 11, I hand it over to you, Ingeborg.

Ingeborg Molden Hegstad
Director, StrongPoint

Thank you, Hilde. Let me take you through Item 11. This is about the remuneration report, the presentation and an adoption of that. As you may have seen, it's available on the company's website. The report is in line with the Public Act and been developed together with management and the board of directors. The report outlines the remuneration policy as well as the detailed information about the remuneration of StrongPoint's governing bodies, the CEO and other senior executives for the fiscal year of 2025. The board does not propose any changes to the policy, we propose that the annual general meeting endorses the report.

No amendments have been received to this item either, 91.66% of the votes were in favor, hence it has been endorsed. I will also take you through Item number 12, which is the Long-Term Incentive Program for the coming year or 2026. Back in 2020, the board of directors launched an equity settled share-based option program in line with our overall remuneration policy. The objective of this program has been twofold, to incentivize and align management compensation with shareholder value creation, as well as to attract and retain high caliber executive management and key personnel.

The board suggests that we continue the Long-Term Incentive Program for another year with the same key principles as we had previous years, which means, first of all, a yearly allocation between 0% and 3% of outstanding shares. Secondly, we will never exceed the number of options, about 10% of the outstanding shares. The strike price for the option will always equal market price at grant and be invested over three years. Non-exercised options will expire after five years, and the 2020 options are now expired. And the options will be issued by new shares or us acquiring own shares in the market. We will come back to that. The proposal from the board of directors is to endorse the Long-Term Incentive Program and approve it. The 80.62% of the votes were in favor of the board's proposal. Now I will hand it over back to you, Morthen, for Item number 13.

Morthen Johannessen
Chairman of the Board, StrongPoint

Thank you, Ingeborg. Item 13 and the following 14 also is almost two standard ones that we have on the agenda to make sure that the board, if needed, can act quickly. The number 13 is an authorization for the board to increase the share capital with up to 9 million shares. It can be used for M&A purposes, for example. Can also be used for incentive programs if needed going forward. 99% has voted in favor. It has been approved. The final one is also a standard authorization for the board to acquire StrongPoint own shares to, at any time, have a holding of own shares. Again, can be used, for example, in M&A cases.

Can be used also for making sure we have an optimal capital structure, and can be used also, of course, for incentive programs, so we need to have that. 99.28% of all the votes were in favor of the board's proposal, also this proposal has been approved. We have not received any questions during this session. I had hoped to get one, which would be, "Morthen, are you still optimistic about the future of StrongPoint?" My answer to that, if I had got that question, would be, "I'm very optimistic about the long-term opportunities for StrongPoint by far." I really will continue to follow StrongPoint very closely.

A big thank and applause to, I mean, all my great colleagues at the Board and Management and the entire organization. It's really been a pleasure serving on this Board for 10 years now. Thank you all, and that kind of close our Annual General Meeting this year.

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