Telenor ASA (OSL:TEL)
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Sep 14, 2026, 4:25 PM CET
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AGM 2020

May 11, 2020

Bjørn Erik Næss
Head of the Corporate Assembly, Telenor ASA

Good afternoon, everyone. It's my pleasure to wish you all welcome to the annual general meeting of Telenor ASA. My name is Bjørn Erik Næss, and according to the PLC Law and the articles of association of the company, I will, as the Head of the Corporate Assembly, open and will chair this meeting. This general meeting will, in its entirety, be transferred or webcasted in Norwegian and English, and the link has been posted on the website of Telenor. With me on the panel, I have the Chair of the Board, Gunn Wærsted, President and CEO, Sigve Brekke, and CFO, Tone Hegland Bachke. We now have a listing of the number of present shareholders and proxies. I will get back to it very soon. Let's now look at the agenda, which we can see here.

We will process cases according to this agenda, which follows the notice to the AGM. A few practical pieces of information related to the COVID-19 situation, and to minimize the risk of infection, we have needed to take action in connection with this year's AGM. As you could see in the notice, a physical presence is a health risk, both for shareholders and for employees. Telenor has therefore advised shareholders not to be physically present and rather encourage the shareholders to exercise their rights as shareholders through proxies or advance votes. Shareholders have also been encouraged to follow this AGM electronically through live webcasting on the website of the company, where the AGM can be followed either in Norwegian or in English. Shareholders have also had the opportunity to submit questions ahead of time, as indicated in the notice. Any questions will be answered along the way.

Telenor has made a risk assessment and implemented a number of steps of protection for the parties present here today so that this can be conducted in a good and safe manner and in line with the guidelines of the authorities. All present persons have been given numbered places, I ask you all to respect the limits of the distance. After reviewing each item, we will give the persons in the room the opportunity to ask questions. Whoever has a question needs to raise their hand, when indicated, you may go forward to the microphone and ask your question. If necessary, we will say that there's a limit on speech time. The CEO and myself, we have received proxies and advance votes.

Where it's left to the chair of the board or for me, we will vote to what is proposed by the board, and these proxies will be reflected in the voting results, as you can see in the minutes. All present shareholders eligible to vote have received voting slips when registering. It has turned out that only exceptionally there will be need to use these. Most votings will be made by me first asking whether there are any comments to the motions, and if there are no comments, then the motion is considered to have been approved. If there are any comments to the motions for adoption, then I will determine whether this voting should be happened in writing or by a show of hands. If it's done in writing, then the voting slips will be used.

The first case where there might be a written voting, then we will use voting slip number one . For the second case or the second item, voting slip number two will be used, et cetera. In other words, the voting slip numbers do not correspond with the item numbers in the agenda. When voting, we will only include votes in favor or against a motion, so abstentions will not count. It has been possible to do electronic advance voting, and votes given in this way will be regarded as withdrawn if the shareholder personally attends the AGM or by proxy. I will get to the list of the presence at today's AGM. Altogether, 1,005,293,682 number of votes are represented. That constitutes altogether 70.66% of voting-eligible shares, and altogether 1,045,772,612 shares are represented by proxies to the Chair of the Board or the Chair of the Meeting.

We will inform you of voting instructions in the given proxies for each item of the agenda. Now we will move over to each item of the agenda. The first item is an approval of the notice and the agenda. The notice to today's AGM was sent to all shareholders with a known address by the 20th April 2020, in line with the PLC Act, Section 510 and the Articles of Association. The notice and the other documents referred to in the notice and any motions and decisions and the Articles of Association have been made available on the website of the company pursuant to Section 8 of the Articles of Association. Are there any comments to the notice? If not, then the notice and the agenda are considered to be approved.

We move on to item four, which is the appointment of a person to sign the minutes with the chair of the meeting. According to the PLC Act, Section 516, the chair of the meeting and at least one other person appointed by the AGM should sign the minutes. For this, we propose the representative of the Ministry, Bjørn Tore Sommer. Are there any comments from the AGM? If not, this motion is considered to be approved. Bjørn Tore Sommer will sign the minutes together with myself.

Let us now move on to item five, which is the statement by the Chair of the Board and the Group CEO. Before the Group CEO gives his account of matters, Gunn Wærsted will give an introduction. Any questions you may have, both for the Chair of the Board and the Group CEO under this item, we'll take afterwards, after the accounts and the presentations have been given. I now give the floor to the Chair of the Board, Gunn Wærsted.

Gunn Wærsted
Chair of the Board, Telenor ASA

Thank you. Dear shareholders, the year 2019 has been an eventful year for Telenor. When I stood in front of the AGM in May last year, Telenor had, the day before, announced that it had come far in its conversations with Malaysian Axiata concerning the merging of our respective Asian operations with a view to creating one of the largest telecom players in Asia, outside China. This news item came only weeks after the notification of Telenor's acquisition of 54% of their shares in Finland's DNA, an acquisition which confirmed and cemented Telenor's Nordic position. These two notices clearly showed that the board and the administration viewed, in positive terms, consolidation and the opportunity for economies of scale, and have a clear wish to strengthen the market positions in the Nordic countries and in Asia. Seen in hindsight, now one year afterwards, we can say we've only partially succeeded.

DNA is now a wholly owned company of Telenor, while the conversations with Axiata were concluded without a positive result in late summer last year. However, this does not change our strategy of focusing powerfully in two regions, the Nordic countries and Asia. Our belief in the economies of scale and consolidation for the telecoms industry are upheld. It is in the best interest of our shareholders and customers, but also for employees and the societies in which we operate. Further, our strategy is clear, and our ambition of creating growth both through new customers in the markets in which we operate, especially those we call the emerging markets, but also, equally, with continuously developing services for our existing customers in all markets. There are two presuppositions which are quite crucial in order to succeed in creating growth.

One, to follow our customers very closely, really understand their priorities and needs, and to deliver on this point. Two, to have the correct competency and the correct organizational culture. It's that simple and that difficult at the same time. The last building block in our strategy is to improve efficiency and improve quality of our operations. We've already made some inroads in our endeavors of operating in an efficient manner and a rational manner. Among other things, by using digital solutions and automation, joint purchasing procedures, global solutions where this provides an advantage, good control systems, and control routines, et cetera. We see we are fairing well compared with our competitors and other international telecoms companies. This work in improving our operations cannot stop. Continual improvement.

is a necessity in order to satisfy our customers' increased needs and increased demands concerning communication solutions and data access. In the same way as it is a requirement in order to be competitive in regards to price and solutions and to operate in a defensible and socially good manner. Many challenges change little from year-to-year. They will always be demanding. Such as the network security and the risk of cyberattacks, digitization, transformation, raising of competency and compliance. These will always be important challenges for an operation such as ours. I'm happy to say that we have worked well in these areas through the year, that we've put behind us. One reminder that we can never relax and take a break in this work, however, was something we noticed in 2019. Telenor discovered a serious fraud in our partially owned Pakistani bank.

It's a clear reminder that good work in order to strengthen compliance and internal control must continue. It does feel to be rather strange to focus on the strategic platform and challenges from last year in a situation which we now are facing, which has lasted for a good seven weeks, and which we know will continue for some period of time. Coronavirus and COVID-19 have meant that we have quite a special situation for Telenor, not only in Norway, but also for all our employees working from home, but in all markets where we have employees and operations. Sigve Brekke will, in his account, make further mention of what has been done from our operations in this rather special situation.

I will, time being, only say that we are very happy with how the situation has been handled in the best interest of our customers and employees. The fact that technology and access to communication solutions has worked in such a way means that we have all been able to work from our home offices, that a company can continue their operations, that children have had contact with schools and teachers, that we've been able to carry out purchases online, and that we've been able to maintain contact with our families and friends. This shows the crucial role a telecoms company plays to modern society. Just imagine if the virus had affected us 20 years ago, before the internet was so publicly available, without video conference opportunities and mobile apps for everything. I'd like to mention now two special matters related to the corona situation.

The board discussed how we would act in relation to dividend payments to shareholders and variable payments to managers of the company in this situation that occurred in March of this year. 2019 was a good year for Telenor ASA, with a result of NOK 20,422 billion before tax and NOK 17,141 billion after tax, which against this background for publication early in February, was a proposed dividend of NOK 8.7. What is the situation today, three months after the board decided to propose such a dividend? The result for 2019 remains unchanged. The company continues to have a sound balance sheet, liquidity which is good and with satisfactory predictability and a certain flexibility in our investment plans.

In such a situation, the board finds it correct to follow the dividends policy, which was communicated to the market on the Capital Markets Day in January 2017, and later upheld at the Capital Markets Day early in March this year. The board, with the support of the Corporate Assembly, therefore proposes that at a later point on the agenda for this AGM, that one should pay out a dividend of NOK 8.7 per share in line with the company's dividends policy. The board has also discussed payments of earned variable payments for the managers for 2019. With background in the same argument as used in respect of the dividends payment, the board has decided to stand by the agreements that it's entered into with Telenor's managers and to pay out in accordance with performance-related goals on the agreed criteria.

I'll get back to this during the statement concerning payments to managers later on in the agenda. As regards any earning of variable pay for 2020, this is something the board will assess when the accounting year has been concluded. With background in the situation that has occurred and which affects the business to a very large degree, the company has resolved that the adjustment of salaries for managers, which normally occurs in the spring and summer, this year will not be carried out at this point in time. Whether this will only lead to deferment or whether there'll be no adjustment at all will depend on how the situation develops. Telenor has the advantage of being in an industry where there's less affected by the corona situation than many other operations. We are part of a large business, and we will in no way be unaffected.

I will express a great deal of gratitude to all our employees, who have managed to do a great deal of work in 2019 and brought the company well into the future in our work in order to achieve our strategic goals. At the same time also, I'd like to thank them for the great efforts in recent weeks, where the infrastructure and the communication have been so crucial for maintaining the whole societal machinery. Thank you so much. We've also learned a lot over these weeks. Everybody has now been completely digitized. Our customers the same, the same digital competency in society as a whole has increased considerably. All employees have worked digitally. All board meetings, managerial meetings are digital. That is, on video, with the same applies to board meetings.

We should not underestimate the positive effect that we all, society, have taken a huge quantum leap in building digital expertise with the change in habits.

Priorities are quite clear. To be available to customers, to ensure that the technology is working and that the infrastructure is up and can tolerate the pressure, and that the employees are being taken care of and are not subjected to any health risk. Briefly stated, that everything's working as well as possible. Not only the authorities have shown that they in this situation need to cut down on decision processes and the time that it takes from making decisions to implementation. We in Telenor have also done so. Things that we previously would have thought would have taken months to carry out, have now been done in a very brief time. It's important that all experiences and the learning now done be taken on in moving forward, and that we bring it with us as businesses and as individuals.

The new normal that will apply once the current situation has passed will be different than the normal we were used to before the coronavirus situation. Our ambition is to use the experiences in such a manner that the services we deliver will be even better and will provide an even better customer experiences in the times ahead. In any crisis, there are opportunities, with a clear strategic starting point, we are well-equipped and ready to take advantage of the learning and the experience in the best interest of our customers, shareholders, employees, and the communities we are so lucky to be a part of. Thank you.

Bjørn Erik Næss
Head of the Corporate Assembly, Telenor ASA

Thank you to the Chair of the Board for a thorough account. Now I will leave the floor to CEO Sigve Brekke, who will now give a statement of the company's business strategy and priorities.

Sigve Brekke
President and CEO, Telenor ASA

Thank you, Bjørn Erik, and thank you to the chair of the board. It feels a bit miserable to have a practically empty room in front of us when informing of what our company is doing. I do hope that many of you are following us through a webcast, so we can communicate in that way. What is very inspiring in these challenging times is to see what a company such as Telenor in fact means as part of keeping the structures of society going, and the importance of the services that we offer. I'll get back to that soon. The slide that you can see now says briefly is the Telenor that we know today. A year and a half ago, we chose to change our vision a bit, and we now describe it as it says on the slide.

We can say that this is not only a vision, but also in two sentences describes our strategy. We connect you means that we will invest in infrastructure. We think that running infrastructure in a digital world will become even more important than what it has been in an analog world. That's why we're investing in our new network. We connect you, that means that we wish to offer a digital reality and even better solutions for you as a customer, regardless whether you're a mass market customer in Bangladesh or a company customer in Norway. What means the most means that we also need to add services on top of just having a network. Some of those services we will offer ourselves, some of those services we will do in connection with partners. That's how we build a stronger society.

As an important player of society, we also want to be part of building strong societies across all the nine societies in which we operate. Telenor today consists of two main regions. It's the Nordic region, and after we bought into Finland, as the Chair of the Board stated, we have now a solid presence both in Norway, Sweden, Denmark, and Finland. Then we also have the growth markets in Southeast Asia. 10 million customers in the Nordic region, and then almost 180 million in Asia. Then you can see that the profitability for the customers in Asia is somewhat lower than what it is in the Nordic region. At the same time, the cost levels are also different, so that there's good profitability also in the Asian markets. Moving in a digital world provides both opportunities and threats.

For a company with more than 160 years of tradition and experience, obviously, we need to build on our experience. At the same time, we have to have the ability to change. Briefly stated, you could say that the digital reality means that things are no longer national. It's a global competition. Then I'm thinking of a global competition against the large platform parties such as Facebook, Google, and so on. We need to be global. Size matters. Then things run so much faster. It's no longer possible to know where you'll be in five years from now. The ability to change quickly and adapt quickly is crucial to succeed. The third element is that nobody is large enough alone. We all need to collaborate.

Even for a giant such as Telenor, we need to have partnerships, not only to buy equipment from our suppliers, but also to develop things together with them. This is the background why the administration, along with the board, over the last three, four years have worked a lot on preparing for a new digital reality in which we can also take on some of the new opportunities. That's why I find it quite interesting that some of our efforts are already seeing results. It's interesting that once this corona epidemic came, that we could immediately implement some of our new plans. We have 20,000 employees now working from home in nine markets and handling 190 million customers. We were able to do both the customer call centers, the operation centers, and all those, we were able to put home in the home offices.

That shows that the investments we've made in digitalizing our business is working. These past few weeks we've been able to run the operation pretty much as it was while we were still in our offices. Next slide, please. What we can see now is that that infrastructure that we have has never been more central than what it is in a world where people are using digital services more and more. Some figures here. We can see that in data traffic, we can see that Asia is increasing considerably, practically a 25% increase in data volume. That's because people in Asia, they don't have broadband at home. In Nordic region, it's more of a marginal. In the Nordic region, people when working at home will be using their fixed networks, which are also often offered by Telenor, but in voice traffic, it's different.

In Asia, people don't call all that much more. In the Nordic region, we see that it's practically exploded, 60% more calling, regular telephone calls between our customers than before the corona epidemic came. Last year, we invested about 17% of our income, of our revenue, in our networks. This year, we also entered the year with about 17% or NOK 17, 18 million, and then we said for the first quarter presentation that, well, we'll take it down to 15%, but still it's a considerable investment. In Norway alone, we invested NOK 5.5 billion. We're the largest investor in Norway, and that shows how important it is to the first part of our vision that we're connecting, and we have strong networks.

That is something that we're focusing on a lot now, where our nets are stressed, then that needs to be handled in just as good a way as before the corona came. We can see that we get a return on our investments. Some examples of this. In Grameenphone, that's the Grameenphone in Bangladesh, we have 74 million customers. Most of them are cash card clients, not the way we have it in Norway with a monthly subscription. Most of them, several times a week, they will go and top up their cash card with cash because they don't have a bank account. They're not used to saving the way we see in this part of the world. We see what happened when the markets were closed down, and many of the shops were closed.

We have a 50% increase through digital top-up of the card. We've seen a 43% growth across digital platforms in Grameenphone, and that was quite manual before the COVID crisis came. Same thing in Malaysia, 138% increase in sales of those who buy Digi online. In Denmark, we also see a 30% increase of digitalization, and we wouldn't be able to do so if we hadn't invested in those digital platforms. Then, as I said, in our vision, we also have taken on to be an important partner in society, and that is especially important in these times that we're facing now. I'll start with the items in the middle now. Mobile data, fighting the virus. Those of you who've lived here in Norway, you've seen how we work together with the Norwegian health authorities. Here again, Telenor was very well prepared.

This is something that we have in fact done since 2013, when we started to work with the health authorities in Pakistan, and later in Bangladesh, and then in Thailand, when in those markets, we worked on looking at the spread of the dengue fever, and also malaria mosquitoes.

When we then saw opportunities of doing something similar in Norway, we decided to work with the Norwegian health authorities. It's quite that simple that we use the movement patterns we see with our customers. We continue. Plans, we see how it's behind this. We provide this information then to the health authorities, so they can use this to prepare how the infection may spread, and also they can plan for hospital capacity, et cetera. We can do this in several markets. The caring is sharing. We take paid course material we've invested in, and we provide this for other people. One example here from Malaysia, where we have had a campaign so we can invest money in COVID-19 equipment for those who may need it in the health authorities.

Since we were well prepared when the crisis occurred, we have, in relative terms, done quite well. We've fared quite well in the share market. We've done this over the last three or four years, but this graph shows from the 3rd March, 2020 until the end of April 2020. We've seen we have fared better than the Oslo Stock Exchange, the line in the middle. The European Telecom ranking as well. We've done well by simplifying Telenor, globalizing Telenor, and digitizing Telenor as well. We had a Capital Markets Day on the 3rd March this year, and these were the three main items that we spoke about to our investors. It said something about what strategic direction we would follow over the next three years.

It has to do with our positioning for growth, to continue to modernize Telenor, and also to continue with responsible operations. I'll give you some examples from each of these three items here. Where we wish to position in terms of growth, we had a good start this year. We had 2% growth in revenues in the first quarter this year, and we saw that the coronavirus began to play a role and began to affect us in the last two weeks of March. We see our roaming revenues, which are quite large for us in Norway and the Nordic countries, disappeared because people no longer traveled. We see also the shutting down of markets in Southeast Asia meant that it wasn't that easy for people to top up their pay-as-you-go cards.

We see now it is having an effect on us in our revenues position, and we will try to count on how long the markets in Southeast Asia will be closed down. Where we do see we have a possibility, potential for growth is to get more and more people to use data. This slide here shows that in what we call the growth markets or emerging markets, growth markets in Asia, there's still a lot of people use the basic services rather than data, speech, and SMS. When people get a new smart telephone, they go from an old-fashioned telephone and then begin to use a smart telephone. We do get growth from that as well. This is one of the growth areas we have. From the first slide, you see almost 180 million customers in Asia.

We see the growth potential we have there in the years ahead. In the middle here, this is the more mature markets and how we think things will develop. We see that two-thirds of the growth that we see in increased revenues per customer comes from new services in addition to data packages. One thing that is quite popular is insurance and security solutions, and we like to carry this and move this on to the rest of the Nordic countries. On the right-hand side, we see the growth we have because we're now rolling out new fiber network and what we also call a mobile broadband, where you can use the mobile network and to have a modem at home, and you can use that for a broadband solution.

In the first quarter alone, we rolled out 13,000 new fiber solutions to 13,000 homes, and 17,000 homes had a mobile broadband solution as well. This is what we see on this slide here. Now we are able to compensate for the loss of our customers who used copper network. If we go on to the next slide now, here's an example of how we've modernized our core activities. We take the data traffic into the cloud, we use the digital solutions, we are really at the forefront in the industry in how far we've got so far. We see 80% of all data traffic now is in a hybrid cloud. Still on the left-hand side here, you see we're investing quite a lot in building an organization for the future and competency for the future.

In our two-year plan now, we've had a training program for 20,000 of our employees. We've challenged them to take at least 40 hours a year of time off work so they can learn new competency areas within their areas of excellence, what we call as an agile team or project-based team management. We are digitizing our customers. We have 1 million points of sale in Asia, and as I've said, these have generally largely been physical. Now we have digital contact with these points of sale. We're investing in automation of our operations and using artificial intelligence to make sure that each of the towers we have, we have 120,000 towers in Telenor. Each of these is to be a factory, so that after we've invested in equipment there, we can utilize maximum potential there. We can fill the capacity that is there.

We then need something more than manual work in this respect. We're investing in 5G. We've launched 5G in nine locations in Norway, just as the COVID-19 situation arrived in Norway. We have 5G launch in Finland just before Christmas, and also a 5G pilot in Denmark, Thailand, and Malaysia. Perhaps the thing we're most pleased with is that we are building the network for the future. That is, we're building the most modern network in Norway. As far as I know, nobody else of the mobile operators in Europe are going from the old copper-based network and going to the digital network as quickly as we are doing now. Last year, we said we would close down.

We had four years to close down the copper network. The transformation is going as planned. When you then destructure or stop using your copper network and your fixed line, your landline, you will have a compensation in the form of a broadband solution. The last point I said is the responsible operations. We have an environmental ambition which says that we will reduce 50% of carbon emissions in Asia. We will be carbon neutral in Norway by 2030. 96% of all emissions we have are from Asia. Only 4% are from the Nordic countries. As such, it is far easier to be carbon neutral in the Nordic countries. The 96% of emissions from Asia, only 16% of these come from diesel aggregates. If you manage to manage these 16%, we can do so because we can have solar-powered panels.

The rest of it comes from energy that is just generated in a non-environmentally friendly manner. If we are to achieve this, we'll have to go into work together with other players. It is a tough ambition. We've also set ourselves a goal that we will train 17,000 hours for our suppliers. The objective is that we will have environmental and health standards in Asian operations, which are on a par with what we have here in Norway. In order to achieve that, we do need to train and work at it. We've also set ourselves a goal that we will increase diversity as what we call management positions in Telenor, the top 140 managers in all our companies, and also those who report to the group management around 35%. We wish to increase to 35% of women in management positions by 2023.

We also wish to increase other types of diversity. We have a project we called Open Mind to help people who are outside ordinary employment. We have this in Sweden, we have in Pakistan, and our goal is to have this in our other operations as well. In addition, as a global company, we also wish to increase our cultural diversity in our company. For example, we have four nationalities in the GEC and in all the companies, there will be at least two nationalities. Finally, we will make sure that people who do not use digital data of our customers is that we will get as many to do that. 65% active data users within the year 2023.

We are carrying on, and we'll carry on with what administration has been working on for the last three, four years, and we see that Telenor now is well-equipped to take on board both the threats and also the potential that lies within a digital change. Thank you.

Bjørn Erik Næss
Head of the Corporate Assembly, Telenor ASA

Thank CEO, Sigve Brekke, for his presentation and his information. We have a representative of the state represented by the Ministry of Trade, Industry and Fisheries, Bjørn Tore Sommer. He's also asked for the floor and to give us a brief statement on this item of the agenda. Please go ahead. You have the floor. Thank you.

Bjørn Tore Sommer
Representative, Ministry of Trade, Industry and Fisheries

Yes. Hello. My name is Bjørn Tore Sommer, and I'm representing the Ministry of Trade, Industry and Fisheries. The Ministry wishes to give a brief statement to the AGM about the new report of the government. It's to the Storting, and it reviews the ownership of the state and also the statement of the purpose of the ownership for each company. In November, the Ministry presented the report, The State's Direct Ownership in Companies Sustainable Value Creation before the Storting.

Out of consideration to the co-shareholders in Telenor, we will here give a brief orientation of the objectives of the state and the reasons of the ownership in Telenor, and also to say something briefly about how the state is exercising its ownership. As it can be read in the report, the aim of the state as an owner in Telenor is the highest possible yield over time. The highest possible yield over time requires that the company is sustainable. This implies that the company is balancing financial, social, and environmental aspects in a manner which would serve to contribute long-term value creation. The reasons stated by the state for the ownership of the company is to maintain a leading technology and industrial company with headquarter functions in Norway.

The framework of the exercising of this ownership is fixed, and the most central frameworks are gathered in the 10 principles of good corporate governance. The state's ownership practice will contribute to reach the aims of the state of the highest possible yield over time. This is done, among other things, through the state voting in favor of competent boards through the reports places expectations on the companies and will follow up the companies in a systematic manner in line with the ownership policy, and that the state is also open or transparent about its exercising of ownership. If you want to read more about this, you can do so in the ownership report, which is published on the website, regjeringen.no.

Now that I have the floor, I would also like to take advantage on behalf of the Ministry to thank both the board and the management and the employees and other within Telenor for the efforts that you are making. We greatly value your efforts. As the chair of the board and the CEO have also mentioned in their statements, Telenor is operating in an industry where there are rapid changes. In the recent times, the situation we're now in the midst of has only strengthened that and has served to show how fundamentally important Telenor's business is to so many people. Again, thank you so much for all the effort that you're making.

Bjørn Erik Næss
Head of the Corporate Assembly, Telenor ASA

Thanks to the representative of the state, Bjørn Tore Sommer, and his presentation and his statement.

Before we go on to the next item on the agenda, I would like to ask the question whether there are any comments to either of the presentations. There aren't any. We will move on to the next item on the agenda. We get to item six. This is the approval of the annual accounts and the annual report for Telenor ASA and the group of the accounting year 2019, including the proposal of the distribution of the dividend. This has been made available on the website according to Article 8 of the Articles of Association. The following orientations will be given under this item. First, CFO Tone Hegland Bachke will provide further information about selected items in the annual accounts. The Chair of the Board, Gunn Wærsted, will provide information on the board's proposal to the allotment of the annual result.

I ask for any questions to be raised after all the presentations. Now I will first give the floor to CFO Tone Hegland Bachke. You can go to the next slide.

Tone Hegland Bachke
CFO, Telenor ASA

Thank you, Bjørn Erik. Sigve reviewed the strategy that we presented on our Capital Markets Day, and I would just like to say that that continued strategy that we had been delivering on for 13 subsequent quarters. I will now review the accounts for 2019. At the beginning of 2019, we established a guiding to the market, and we also delivered solid results. The year ended according to the prospects that we had imagined, and this was along three dimensions. We delivered an organic growth in subscription and traffic income of 0.4%, and we had an organic EBITDA growth -2.7%, and we had a CapEx exclusive of licenses of NOK 16.6 billion.

All three within what we had communicated. In 2019, Telenor implemented a new IFRS 16. On this and the next four slides, we will, for your information, show the figures according to the IAS 17 in order to compare to the previous year's development. We'll start with the revenue for the turnover. In Bangladesh, we saw a strong increase in income run by continued customer growth. We also saw a positive contribution from Norway, driven by mobile ARPU growth from supplementary services, and as Sigve said, very strong growth in fiber and mobile home broadband. Despite a drop in revenue on the annual basis both in Thailand and Myanmar, we were able to turn around this development in both markets back into growth in the fourth quarter.

In Thailand, over the year, we carried out a massive rollout and improvement of the 4G net, and that increased customer satisfaction and data consumption by 70% in the fourth quarter compared to the same quarter the year before. In Myanmar, both the customer and data growth continued with 5 million new customers and a data growth 35% through 2019. In Denmark and Sweden, the price pressure continued on the customer base in Sweden, especially driven by a tough competition within the major business account segment. In Pakistan, the challenging macro situation continued and negative influence of the implementation of a service tax in April 2019. In total for 2019, this gave an increase in subscription and traffic income of 0.4%, equivalent to 300 million NOK. I will go on to talk about the cost side. As mentioned by Sigve, modernization is an important focus area for us.

Modernization doesn't only mean to reduce costs, but also to make efficient the operations and to renew the company so that we remain relevant for our customers and we retain flexibility to adapt to changes in the market dynamics and needs.

This has become very clear in recent times. On the Capital Markets Day in 2017, we set ourselves the ambition of having flat cost developments in 2017, followed by 1%-3% annual reduction in costs in the period 2018 to 2020. Here we delivered quickly in respect of our plans and achieved a 3% reduction already in 2017. Corresponding figure in 2018, the reduction in 2019 was 1%. In our opinion, there is still potential for continued improved efficiency and modernization, and we stand by our ambition of reducing costs by 1%-3% until 2022, as communicated on the Capital Markets Roadshow earlier this year. In the future, structural initiatives will play an even more important role. In 2019, these comprised approximately 15% of cost reductions. In the future, we expect that their contributions will increase even more. Moving to profitability.

In 2019, we have had an EBITDA margin of 40% and good profitability in all operations. If we adjust in accordance with IFRS 16, EBITDA margin was 44%. We saw, in total, an organic reduction in EBITDA for other revenues and costs of 3% since the cost savings did not completely cover the reduction in gross earnings. Negative development has essentially been driven by a continued challenging macro situation in service taxes in Pakistan and Thailand, with 3.5 more months payment to TOT for 2.3 GHz spectrum, approximately NOK 500 million. Malaysia continued to experience tough competition in prepaid pay-as-you-go cards or segment. Despite the fantastic development in Myanmar with both customer and data growth, we experienced here in 2019 a negative development in EBITDA, driven by price pressure. In Bangladesh, we experienced organic growth in EBITDA, driven by continued strong customer growth, 5% in the year.

S&T of growth 10%. Sweden is affected by a continued tough competition and negative effects from the top line, and the transition from XDSL to service suppliers of fiber, lower margins, are not completely covered by the cost reductions. In Norway, we saw a positive development in EBITDA in spite of the implementation of resource-demanding reduction of copper network, et cetera. We go to the next slide. Net liabilities increased by NOK 43.6 billion through 2019, driven by the acquisition of DNA of NOK 27.4 billion, total acquisition of 100% of the company and the corresponding NOK 5.2 billion net interest-bearing liabilities from the company. In connection with the presentation of results for the fourth quarter of 2019, we launched a new interval for net liabilities in EBITDA leverage.

This figure, for the implementation of the new IFRS 16, which among other things, was in 1.5-2 in 2019. The net liabilities ended at an EBITDA of 1.8x. Implementation of the new accounting standard, IFRS 16, which among other things affects the accounting relating to leasing obligations implemented from January 1st, 2019, will affect a net liability EBITDA leverage approximately 0.3x. The new interval maintains the same financial policy will thus be 1.8x-2.3x net liabilities. In recent years, we've had an increase in ordinary dividend payments per share, approximately 4% each year. This has also been topped up with the buyback over the last three years. In addition, we also distributed an extraordinary payment of NOK 4.4 per share in 2018, which means the last three years have given NOK 60 billion back to the shareholders.

For 2019, we also proposed 4% growth in ordinary dividend payments per share, in line with the ambition of year-on-year growth in ordinary dividend payments. This will comprise approximately NOK 12 billion giving back to the shareholders or a total of NOK 71 billion between 2017 and 2020, a four-year period. Look at the profit and loss. As you see, this had a less of an effect on this, but EBITDA, however, increased significantly since leasing agreements are now charged to the balance and depreciated over the expected leasing period instead of being charged to cost for the leasing costs. At the same time, depreciation and interest costs are increasing, which essentially neutralizes the effect on the annual account. The EBITDA for 2019 is also positively affected by the consolidation of DNA with NOK 1 billion. Net financial results were -NOK 3.9 billion.

This is largely due to net interest costs of NOK 3.7 billion, a disagio of NOK 300 million relating to liabilities nominated in USD, and set off against received dividend payments from VEON of NOK 600 million. On the line for discontinued operations, we find annual results from Canal Digital of NOK 1 billion after the decision to combine this with Nordic Entertainment Group's satellite-based entertainment operations. We have now been through the main features of the Telenor Group's consolidated results. I'll now go through the Telenor ASA, the parent company results for 2019. Telenor ASA is a holding company. It includes the group management concern functions, research and development, and Telenor's internal bank. Telenor ASA's operating revenues largely consist of sales of group services to other group companies, sale of research and development services, and the sale of other consultancy services.

Telenor ASA is responsible for a large part of the external financing of the company and provides loans to and receives placements from group companies. Net financial items show for 2019, a result of NOK 21.2 billion against NOK 57.6 billion in 2018. Both 2018 and 2019 post very good financial results. In 2019, this essentially comes from group contributions and dividend payments from subsidiary companies of NOK 23.1 billion, of which NOK 12 billion comes from dividend payments from the subsidiary Telenor Mobile Holding AS in 2019. In 2018, the subsidiary company, Telenor Mobile Holding, provided NOK 45 billion in dividend payments. Finally, let's take a quick look at the parent company's financial position. Telenor ASA's balance sheet shows a book value of assets totaling NOK 185.8 billion.

In spite of the cash effect for dividend payments of NOK 12.1 billion and the buyback of shares for NOK 6.1 billion. The equity was only reduced by around NOK 0.8 billion. The result for the year in 2009 for the parent company was NOK 17.1 billion, consisting essentially of group contributions and dividend payments from the company in the group. Proposed payment of dividends of NOK 8.7 per share is NOK 12.4 billion.

Bjørn Erik Næss
Head of the Corporate Assembly, Telenor ASA

Thank you to Tone for a review of the accounts. Now I will give the floor to the chair of the board, Gunn Wærsted, who will inform of the board's proposal to the allocation of the annual results.

Gunn Wærsted
Chair of the Board, Telenor ASA

Thank you. The result for Telenor ASA 2019 was NOK 17,141 million after taxes and a dividend of NOK 23,151 million. The board proposes the following allocation. Of the result after taxes, we will transfer NOK 17,141 million to withheld yield or profits. After the allocation, the treasury or the equity of Telenor ASA adjusted for shared capital will be NOK 96,648 million and the board proposes a total dividend of NOK 8.7 per share, approximately about NOK 12.4 billion. This dividend is suggested to be paid in two tranches of NOK 4.4 per share in May and NOK 4.3 per share in October of 2020. Thank you.

Bjørn Erik Næss
Head of the Corporate Assembly, Telenor ASA

Thank you for that information about the board's proposal to the allocation of the annual revenue for the annual results. We will move on to the next item that is related to the auditor's statements. It's the company EY, represented by Responsible Accountant Erik Mamelund, who has audited the annual accounts of Telenor ASA, and they have submitted a clean audit report without any reservations, but with a specification on the so-called BTRC case in Bangladesh. Auditor Mamelund is present today, and he is able to answer if you should have any questions. There are no questions. We will move on. First, a little bit from the Corporate Assembly. As mentioned, in their meeting the 25th March of this year, the assembly reviewed the motion of the board to the allocation of the result.

The statement of the corporate assembly has been included in the Norwegian version of the annual report on page 144. It sounds as follows: The corporate assembly of Telenor ASA made the following decision on the 25th March 2020. The corporate assembly recommends for the AGM to approve the board's motion of the annual accounts for 2019 for the group and for Telenor ASA as presented to the corporate assembly, by transferring NOK 17,141 million to withheld profits and to pay a dividend of NOK 8.7 per share, to be paid NOK 4.4 and NOK 4.3 per share in May and October respectively. I ask you the questions. I ask the following: Are there any comments or any questions to the most recent presentations or to the auditor? I already asked about that. There doesn't appear to be any.

We will go back to the formal decision to be made regarding approval of the annual accounts, the annual report, and payment of dividend. We propose for the AGM to make the following decision. The AGM approved the annual accounts and annual report of Telenor ASA and the group for the financial year 2019, including the allocation of the annual profit and the allocation of dividend of NOK 8.7 to the share owners registered at the end of 13th May 2020 and 9th October 2020 respectively. Are there any comments from the AGM to this motion? I can inform you that for this item, we've seen or registered 220 million, or the equivalent of 220,903,619 shares, of which 3,003,089 voted against the motion, and there are 2,512 abstentions. I thereby establish that this motion has been approved.

We will move on to item seven, which is the approval of the remuneration to the external auditor of the company. I will give the floor to CFO Tone Hegland Bachke, who will inform of remuneration to the auditor.

Tone Hegland Bachke
CFO, Telenor ASA

The remuneration to the auditor is distributed of statutory audits and other remuneration. As for previous years, this is included in the annual report in Note 34 in the group accounts. The remuneration to the auditor for the audits of 2019 was NOK 4.84 million. The audit fees, as normally, will include the statutory or the determined audit, and it is a limited review of the quarterly reports. For assurance services, the remuneration was NOK 1.10 million, and the fee is primarily related to assurances as a consequence of legislation. For tax-related services, the auditor's remuneration was NOK 4.987 million, this is mainly related to tax-related assistance and information of tax rules and consequences. For other services, the auditor's remuneration constituted NOK 5.73 million, other services related primarily to the review of processes, projects and suppliers, as well as financial due diligence in connection with acquisitions, sales, and other transactions.

Bjørn Erik Næss
Head of the Corporate Assembly, Telenor ASA

Thanks to Tone Hegland Bachke for this orientation. I would like to remind you that this AGM is only supposed to approve the remuneration of audit of the parent company, Telenor ASA, not all subsidiaries. With that, I propose that we adopt the following motion. The AGM approved the remuneration to the auditor for working on the audits of Telenor ASA of NOK 4.84 million. Any comments to this?

I can inform you that for this case, altogether, 27,196,368 votes have been cast according to the advance votes and proxies against this, and 4,430 abstentions. Thereby, I establish that this motion for the remuneration for the auditor has been approved. We will move on to item eight of the agenda, and that is the information of the board of corporate governance, and I will give the floor to Gunn Wærsted.

Gunn Wærsted
Chair of the Board, Telenor ASA

Thank you. Telenor has given an account of the principles and practice of corporate governance according to the Accounts Act and the Norwegian recommendation of corporate governance.

This statement has been given as part of the board's annual report, and this document is available in Norwegian and English on the Telenor website. This is a process, and the board has reviewed and adopted this account for corporate governance at the board meeting of the 24th March, 2020. The board considers good corporate governance as decisive in order to ensure the greatest possible value creation over time in the best of the shareholders, customers, employees, and other stakeholders of Telenor. Good and sustainable corporate governance is a key factor in succeeding in a global market characterized by strong competition and regulation, constantly changing customer needs, and technological advances. The board places a great emphasis on maintaining high standards for the corporate governance in all parts of the Telenor Group and align with both Norwegian and international accepted principles and practice.

Telenor's principles and practice of corporate governance are regularly treated or discussed on the board and are reviewed formally once a year on the board and by the board's People and Governance Committee. Let me provide you with a brief review. The top organ in Telenor is the AGM. This is where the shareholders meet central decisions for the company, such as approval of the annual accounts and determination of the dividend and elections of members to the Corporate Assembly and the Nomination Committee. The Corporate Assembly will, among other things, elect members for the board and comment on the proposals for the annual accounts.

Management of the Telenor Group is the remit of the Board of Directors of Telenor ASA. The Board shall ensure there is a defensible organization of operations, and the Board will hire the Group CEO. The Group CEO is responsible for day-to-day management of operations and to ensure that the Group is operated and developed in accordance with legislation, company as such, articles of association, and decisions made by the Board, the Corporate Assembly, and the general meeting. Board of Directors attaches great importance to the fact that all parts of the Telenor Group have a high ethical standard, and that Telenor exercises its social responsibility in a good manner. Openness and trust-based cooperation between all parties and interested parties in the Group is a presupposition for ethical business conduct and good corporate governance. A robust management model requires both appropriate design and effective implementation.

Telenor has adopted a framework for corporate governance, which comprises Telenor's ethical guidelines or code of conduct, group steering principles, and a set of policies, manuals, and guidelines, processes, and systems for follow-up and reporting. The steering documents set a standard which will govern all operations, regardless of where these take place. Steering principles, the group governing principles, were updated and approved in December 2019. There were also 14 policy areas which were updated in 2019. Further details have been described in the account for corporate governance in the annual report for Telenor, which is available on Telenor's website. I'll now pass the floor to Bjørn Erik.

Bjørn Erik Næss
Head of the Corporate Assembly, Telenor ASA

Thank you, Gunn Wærsted. I'd just like to say that there will not be a vote on this matter. Unless there are any objections, we will note the following in the minutes. The general meeting dealt with the declaration given by the Board concerning corporate governance. The Corporate Assembly took under advisement this account. I just propose that this be noted in the minutes. Moving on to item nine on our agenda, which is the Board of Directors' declaration on stipulation of salary and other remuneration to the executive management. Under this item on the agenda, we will deal with two matters. That is item 9.1, which is an advisory vote on the Board of Directors' guidelines on stipulation of salary and other remuneration. item 9.2, which is approval of the Board of Directors' guidelines on share-related incentive arrangements to the executive management.

I'll now give the floor to the chair of the board of directors and then chair of the People and Governance Committee, Gunn Wærsted, who will provide you with information about the board of directors' declaration concerning stipulation of salary for Telenor.

Gunn Wærsted
Chair of the Board, Telenor ASA

To begin with, I'd like to say that the declaration concerning salary and other remuneration is included in Appendix two to the notice and to Telenor's annual report concerning corporate governance, chapters 11 and 12, and has thus been made available to all shareholders. This declaration is in line with the rules concerning the Public Limited Liability Companies Act, the Accounting Act, and the state guidelines concerning executive management remuneration and Norwegian recommendations for corporate governance. We have made some changes in relation to previous years' declarations to meet with wishes concerning greater insight and greater transparency.

I also will now briefly give you an account of the key parts of the Remuneration policy in Telenor Group, and specifically speak about the changes that we made in relation to previous year's declarations. I will also give you a brief information about the assessments made in relation to the implementation of the pay adjustment and incentive schemes in light of coronavirus situation. Before I move on, I will mention that the Board of Directors, as previously, has worked closely with the People and Governance Committee, abbreviated to PGC, which is an advisory body for the Board of Directors. It is a preparatory working committee, which provides assistance to the Board with tasks relating to corporate governance, payment, succession planning, and management and cultural development. The Committee consists of the Chair of the Board, two shareholder elected board members, and an employee representative of the group.

CEO and the group director for HR take part in the meetings on a regular basis, while other representatives from management meet up to discuss individual cases. In 2019, the committee has had special focus on assessing implications of the new EU directive relating to shareholder rights and to develop the board's declaration concerning salaries and remuneration to increase the transparency and understanding concerning the Telenor Group's payment policies and practice. In working on this, has led to changes following extensions and/or changes or additions to the statement: the link between performance policy and schemes and the corporate strategic priorities, definition and explanations of key indicators used in the respective incentive schemes and goal achievement, and pay development over years for the group management and the share respective pay elements they comprise of the individual total compensation.

Individual conditions for individual members of group management, where these deviate from state guidelines. Finally, the fifth, declaration has also been included in the Board's report, in the Annual Report, to make it more easily available. To performance policies for 2020. The Board has elected essentially to continue the company's policies and schemes for 2020. The changes I will mention, a change in key indicators and the tie-in time relating to long-term incentives approved by the General Meeting in 2019, and an extension of the conditions in the company's incentive plans relating to being able to demand back variable compensation if it shows afterwards that the basis for compensation was based on incorrect information and/or calculations. This is the so-called clawback clause. Such a condition becomes more and more commonplace in Norway and internationally.

At an overarching level, Telenor supports the performance policy of the company strategy and culture by contributing and assisting in the Telenor is able to attract, motivate, and maintain the correct people in order to create long-term values for the Group and the Group's interested parties. The total remuneration shall motivate employees to deliver on the Group's priorities in the short and long term, and to contribute to strengthening community of interest between leading executives and shareholders. Further, the level and composition of the remuneration shall reflect the respective markets Telenor has operations, in which Telenor has operations, both in Norway and internationally. Basic salary comprises the main part of the total pay and remuneration for all leading employees in the Group. Level for each individual pay settlement has been based on the role and responsibility, performance, and local markets-based circumstances.

All members of group management and other leading executives take part in the collective short-term incentive scheme, STI, which can provide an annual earning and payment of variable salary based on the group's results in several areas. Board revises and approves the criteria on an annual basis in order to ensure that these reflect the group's strategy and central priorities. In line with the state guidelines for remuneration of executive management, members of the group management on an annual basis maximum earn 50% of a basic salary through this scheme. Same group of leading executives also take part in the company's long-term incentive scheme, LTI. In this, the Group CEO and the Group Directors can maximum receive a cash repayment of 30% of their basic salary. The amount after tax is invested in Telenor ASA's shares at a market price.

The board has approved full allocation in 2020 based on the achievement of financial results measured through the underlying free cash flow for the group and development of the shares total without relation to the European telecommunication market over a two-year period, a three-year lock-in time for these shares.

The annual general meeting shall vote separately on the share-based schemes under item 9.2. Leading employees also have, like other employees of the company, the possibility of buy shares of up to 4% of their annual basic salary with a discount of a maximum of NOK 2,000 . If Telenor ASA develops better than the STOXX Europe 600 over a two-year period, they can have further shares based on their own investments. The allotment can maximum be three times the invested amount. This is a taxable benefit and is reported for members by the group management under other benefits in the annual report. Furthermore, I would like to inform you of the payment to the group management and the Group CEO. For 2019, the overall compensation to the group management was NOK 78.3 million against NOK 81.6 million in 2018.

The overall compensation to the Group CEO constituted NOK 14,524 million in 2019, a reduction of about NOK 1.4 million from 2018. The reduction is primarily due to lower variable income and other benefits, or other remuneration as stated in the annual report. As part of the fixed annual assessment in the company, the pay of the CEO was adjusted by 3.4% with effect from the 1st July, 2019. This is equivalent to the framework of the income adjustment of other employees in Norway for the same period. In the assessment of his performance, the Board has, in addition to the results achieved on the financial and operational criteria, chaired by the Group CEO and the rest of the Group Management, also considered other key priorities determined especially for the Group CEO, including running or driving clear growth and structural agenda, customer focus, and team and management development.

On this basis, the final achievement was determined, resulting in a variable income of NOK 1.928 million for 2019. Variable pay constituted 30% of his basic salary and 30% of the total compensation for the period. The Group CEO and other management employees got the full allotment of the LTI shares as a consequence of the financial results. That is 30% of their basic salary. This allotment was given under the LTI that was determined on financial results in 2018, measured by the underlying free cash flow. This target was achieved and resulted in a full award of shares with the purchases carried out on the 9th and 10th May, 2019 at a share price of NOK 172.48. The Group CEO can retire when he has turned 65 years of age.

Further details of the remuneration for the group CEO and the group management have been described in the annual report. Now I will briefly inform you of our considerations related to adjustments and incentive schemes in the light of the coronavirus situation. As all of us, we are affected by the extraordinary situation in which we find ourselves. It's the board's view that the companies in such a situation need to be especially cautious in making decisions and to take care of a wide range of considerations and interests, including the financial situation.

As for 2020 and key indicators, these had already been decided and communicated ahead of the coronavirus situation, and it's the view of the Board that these key indicators are still reflecting the true priorities of the companies, and that we have sufficient flexibility for the Board at the end of the year, once the outcome is known, can ensure a reasonable and sensible outcome. Furthermore, the Board has considered that it's important to keep the focus on the long-term value creation in a time such as this one, and therefore, we've chosen to extend the LTI scheme in 2020 in line with the valid agreements. In closing, I would like to emphasize that Telenor is operating in several markets internationally, and the Board, for that reason, needs to continuously handle challenges related to remuneration of management employees.

The aim of the board is not to be a wage leader, but to ensure competitive terms to attract and engage and retain management in Telenor in a competitive and global labor market, while all the guidelines related to payment and remuneration from the majority share owner are being ensured. I believe that the board in 2019 has carried out its assessment in a satisfactory manner. Thank you.

Bjørn Erik Næss
Head of the Corporate Assembly, Telenor ASA

Thank you to the Chair of the Board for full and detailed information on this point. We propose for the AGM to make the following two decisions. Item 9.1, which is a consultative vote over the board's guidelines for the determination of management pay. The AGM supported the statement of the board of determination of paying and other remuneration to management employees as described in Telenor's annual report, chapter 11 and 12 of the annual report.

Item 9.2, which is the approval of the guidelines for the Board of share-based remuneration. We propose the following. The AGM approved the Board's guidelines for share-related remuneration for management employees as described in Telenor's annual report under chapters 11 and 12. I would like to ask if there are any comments from the AGM to this proposal. I can inform you that for item 9.1, we've received ahead of time for advanced votes and proxies with voting instructions. We've given 8,731,786 votes against and 409,589 abstentions. For 9.2, of advanced votes and proxies with voting instructions, 71,881,097 votes against, whereas 10,130 are abstaining from voting. With this, and based on that, we hereby can establish that the proposed motion has been approved.

Now we move on to item 10 on the agenda, which concerns the capital reduction in connection with the company's buyback scheme in 2019, and the redemption of shares belonging to the Norwegian state. The board of Telenor ASA in recent years, with the exception of 2016, have had the power of attorney to buyback and delete shares in the company. Buyback and deletion of own shares can be a good means to optimize the capital structure in the company. The company's purchase of shares has always been done at market price or market rates.

The authority has been supported by the largest owner of the company, the Norwegian state, in that annual agreements have been made with the state wherein the state participates in a buyback at a proportional basis through redeeming such a share of their shares, or a portion of their shares, that the state's ownership remains unchanged. In 2019, Telenor made such a buyback and redemption agreement with the state. On the 7th May, 2019, the AGM gave the board the power of attorney to buyback and delete shares in the company for the period until today's AGM, though not beyond 30th June.

Which states the redeemed shares equals the following. Volume weighted average share price upon the company's buyback of own shares in the market pursuant to the authorization. In addition, for interest based on NIBOR plus 1% per annum, calculated from the time of each share purchase until payment of compensation takes place. Finally, a deduction related to paid dividends. The company has, pursuant to the current authorization, acquired 19,794,961 own shares in the stock market, and must, on the basis of the agreement entered into with the Norwegian State, redeem an additional 23,205,038 own shares against payment of an amount of NOK 4,112,795,215 to the Norwegian State. On this basis, the board of directors submits a proposal. The total number of shares proposed, canceled, and redeemed are 42,999,999.

On this basis, the board of directors submits a proposal for a decrease of the share capital by cancellation of repurchased own shares and redemption of shares held by the Norwegian State and decrease of other reserves. The auditor's confirmation that thereafter decrease of share capital and reduction of other reserves is full coverage of the company's remaining share capital and non-distributable equity is available on the company's website. Board director proposes, therefore, that the Annual General Meeting passes the following resolution. The company's share capital is decreased by NOK 257,999,994 by, one, cancellation of 19,794,961 own shares, and item two, redemption of 23,205,038 shares owned by the Norwegian State, represented by the Ministry of Trade, Industry and Fisheries, against payment of an amount of NOK 4,112,795,215 to the Norwegian State, represented by the Ministry of Trade, Industry and Fisheries.

An amount of NOK 3,854,795,221, which constitutes that share of the paid amount which exceeds the share's nominal value, is charged to other reserves. That is other equity. With effect from the effectuation of the capital decrease, the articles of association, Article 4, amended to read: company's share capital is NOK 8,396,748,198, divided on 1,399,458,033 shares, each with a nominal value of NOK 6. Are there any comments from the annual general meeting to this proposal? I can notify that in respect of this item of advanced votes and proxies with voting instructions, 150,947 votes against and 3,461 votes in abstentions. I establish that the proposed resolution has been approved. Moving then to item 11, which concerns amendments to the company's articles of association.

The board of directors proposes that the company's articles of association be amended so the wording is updated and fully aligned with the Norwegian Public Limited Liability Companies Act. The board proposes some linguistic changes and clarifications. Proposed changes described in relation to the relevant sections below. These current articles of association can be found in the Appendix to the notice, for this reason and for reasons of time, I will not highlight each of these proposed changes in my account now. The decision to change the articles of association require support of at least two-thirds of both the votes given and of the share capital represented at the annual general meeting. The board proposes that the annual general meeting makes the following resolution.

The annual general meeting adopted to change the articles of association in line with the proposals by the board for the amendments to the articles of association. Any comments from the annual general meeting? At this point, I can say to you that we have 144,474 votes against and 6,341 abstentions of the advance votes and proxies with voting instructions. I can therefore establish that the proposed resolution relating to the amendment of the articles of association has been adopted. Moving to item 12, which is amendments to the instructions for the Nomination Committee. The general meeting, the Telenor ASA, adopted instructions for the Nomination Committee at the company's annual general meeting on the 16th May 2012.

The nomination committee proposes the instructions for the nomination committee be amended so the wording is updated and fully aligned with the proposed amendments to the company's articles of association, Section nine, and fully updated in line with the NUES Code of Practice for Corporate Governance. Some linguistic changes and clarifications are proposed. The proposed amended instructions for the nomination committee is available on the company's website, and also in Appendix four to the notice, and given the time constraints, we consider this proposal to be known. I will not go through each of the proposals in this proposal. I therefore propose that the Annual General Meeting makes the following decision. The Annual General Meeting adopted the changes in the instructions to the nomination committee in line with the proposed amended instructions for the nomination committee.

Are there any comments from the annual general meeting to this proposal? There are none. Here I can inform you that we have 485 votes against the proposal and 6,484 which are abstentions. I can establish that the proposed decision has been approved. We go to the next item, which is item number 13, which is the election of members to the Nomination Committee. The Nomination Committee consists of total of four members, and they are elected for a period of up to two years. Two members are up for election this year. The Nomination Committee's recommendation is included as Appendix number five to this notice of meeting, has been available on the website of the company, and is considered to be known to shareholders, and I will not go through the background of each of the candidates.

Therefore propose that the following decision be adopted by the annual general meeting. The following people be elected as members of the Nomination Committee for Telenor ASA with effect from 11th May, 2020 for a period of up to two years until the ordinary annual general meeting in 2022. Lars Tronsgaard, who is seeking re-election, and as a new member to replace Marianne Bergmann Røren, who will retire. The proposal is Heidi Algarheim. As I have saidboth these individuals are described in the materials being sent out.

Are there any comments to the proposal? Here I can inform you that we received in total 16,267 votes against, and abstentions 5,000 and some of the advance votes and the proxies with voting instructions. We consider the proposed decision to be approved. We get to item 14 of the agenda, which is a determination of remuneration to the Corporate Assembly and the Nomination Committee. We have, and the Chair of the Board not the least, has mentioned the ongoing situation related to COVID-19 and the consequences of the situation, and the Nomination Committee also in their assessment have considered an overall assessment regarding the consequences of the situation. The committee has reached the conclusion that it's not desirable to adjust the rates of the Corporate Assembly and the Nomination Committee, but this means that the rates for the fees from 2019 will be continued.

The proposal of the Nomination Committee is Appendix six to the notice and has thereby been known on the website of the company and is regarded as known to the shareholders. We propose for the AGM to make the following decision. The AGM determined to set the following rates for the Corporate Assembly, valid from the 11th May, 2020 as follows: for the chair, NOK 106,000 per year, deputy leader NOK 47,200 per year, member NOK 36,800 per year, and deputy member NOK 7,600 per meeting. This is unchanged from last year. As for the Nomination Committee, valid from the 11th May, 2020, the following is proposed: for the chair, NOK 8,200 per meeting, and for members NOK 6,200 per meeting. That is also unchanged from last year. Are there any comments from the AGM to this proposed motion?

There are not, and here I can inform you that we've received 166,030 votes against of the received advance votes and proxies with voting instructions, and 5,580 abstentions. With that, I establish that the proposed motion is approved. Now we have reached the last part of the agenda, which is number 15, the closing of the AGM. We have come through the formal part. Meeting minutes will be written up to be signed by Bjørn Tore Sommer, who was appointed initially, and me as the chair of the meeting. The meeting minutes with the list of the shareholders represented at the AGM and the voting results will be made available on the website of Telenor. With that, I would in closing like to thank the shareholders for attending and participating in the AGM of Telenor this year.

With this, the AGM is considered concluded, and we can now conclude the meeting. Thank you.