Welcome you to this virtual annual general meetings in which all shareholders are participating digitally. Some are also following the annual general meeting via webcast, and I would like to inform you that the webcast will be published on Telenor's website following today's AGM. Joining me on the panel today are Chairman Jens Petter Olsen, CEO Benedicte Schilbred Fasmer, and CFO Torbjørn Wist. I'll start with some practical information. Logged in shareholders will see four buttons at the top of the screen that can be clicked: Technical Info, Messages, Voting, and Documents. By clicking Technical Info, you will find all the technical details about today's meeting. Shareholders who wish to ask questions or comment on any of the items on the agenda may do so in writing via the chat function or verbally.
As regards voting, we've chosen to keep all items open for voting throughout the meeting and will tally the exact results at the end. During the meeting, we will focus on reviewing the items and addressing any comments and questions. Those of you who are logged in may then vote on all items whenever you wish and must have cast your votes before we conclude today's meeting. The meeting is hereby declared open, and we shall proceed to item two concerning the registration of represented shareholders and proxies. DNB is currently conducting a head count of attending shareholders and proxies. The list will be read out as soon as it is available and has been presented to the chair. The general meeting will consider the matters and follow the agenda set out in the notice convening the general meeting as displayed on the screen.
The Chair and I have received proxies, some containing voting instructions and others where the decision on how to vote is left to the proxy holder. Where the decision on how to vote is left to the Chair of the Board or to me, we will vote in line with the recommendations of the Board and the Nomination Committee. The proxies will be reflected in the voting results set out in an appendix to the minutes. We have the following proportion of the share capital represented. 428 million, 420 and some shares are represented in the form of advanced votes.
83,963 shares are represented by the proxy to the chair, and 5,954 shares are represented by instructions to the chair, and eight shareholders are present and voting online, 7.8 million 792 shares. This amounts to a total of 1 billion 166 billion, and some shares being represented, which constitutes 85% of the share capital. We will now move on to the individual items on the agenda, and voting on the items is now open.
The first item is the approval of the notice and agenda. The notice of today's annual general meeting was sent to all shareholders with a known address on April 28th, 2026. The notice of meeting and the other documents referred to therein have been available on Telenor's website. We have not received any comments or questions regarding item three. We'll now move to the next item, which is the election of a representative to sign the meetings of the general meeting together with the chair. Under the Public Limited Liability Companies Act, the chairperson and at least one other person elected by the general meeting must sign the minutes. We propose that the Ministry of Trade, Industry and Fisheries representative, Bjørn Tore Sommer, be elected. I note that there are no questions. We'll now move to item five on the agenda.
Before the CEO gives his report, the chair, Jens Petter Olsen, will provide an introduction. Any questions regarding the reports from the chair and the CEO will be answered collectively once both have given their presentations. Please go ahead, Jens Petter.
Thank you very much, Nils. Dear shareholders, 2025 has been a year in which the board has been very satisfied with both the implementation of the strategy and the results delivered. Telenor is well-positioned, and we continue to see positive development in our core business, which confirms that our focused efforts over time are yielding real results. Throughout the year, the board's work is largely focused on developing an updated strategy for Telenor and on preparations for the Capital Markets Day held in November. The aim of the strategic work was to ensure a clear and robust direction for Telenor's future development.
Simultaneously, it was important for us to protect the interests of customers, employees, owners, and society at large. The board emphasized that the strategy would be both forward-looking and robust in the face of a more complex geopolitical landscape. At the Capital Markets Day in November, we presented a clear direction for Telenor going forward, with ambitions to further develop Telenor into an even more forward-looking, focused, and efficient company. The updated strategy marks a new phase for Telenor. At the same time, it builds on our strengths and clarifies our priorities going forward, with a particular emphasis on strengthening the Nordic core and continuing to deliver growth through excellent customer experiences and technology-driven transformation. The board is confident that this direction will contribute to increased value creation over time.
As we now look ahead, the Board of Directors will continue to closely monitor the strategic priorities with a particular focus on capital discipline and value creation.
Shareholders. Finally, I'd like to extend my sincere thanks to all Telenor employees for their efforts throughout the year. Your expertise and commitment are crucial to the company's continued development. I'd also like to thank the group executive management for their clear leadership through the year. Thank you also to our customers and shareholders for the trust you place in us. We are committed to managing this trust responsibly and to continuing to create long-term value. Thank you.
I would like to thank the Chair of the Board. CEO Benedicte Schilbred Fasmer will now give a presentation on the company's operations, strategy, and priorities. You may go ahead.
Thank you. Thank you, Nils. dear shareholders, the past year has been my first full year as CEO of Telenor, and it has been a very good introduction to the company and to I have with me an organization with highly committed and talented employees. I am just very proud to be a part of an organization with a high level of execution and discipline as is reflected in the results we have delivered together. It has also been a year marked by geopolitical unrest, rapid technological development, and growing demands for secure and robust digital infrastructure. in this reality, it has become clear to me just how important Telenor's role is.
We deliver critical infrastructure and services that society depends on every single day. We see that the rapid spread of digital technologies presents significant opportunities for Telenor. As a trusted provider, Telenor is committed to more than just providing connectivity. We will also help customers and society navigate the digital landscape safely and securely. Throughout the years, we have seen growing demand for Telenor's security services and that customers are increasingly seeking differentiated and more sophisticated solutions. This places high demands on us in terms of quality, security, and of innovation. At the same time, sustainable business practices are an integral part of how we run Telenor, our identity, and our strategy. It is about delivering robust and secure networks, contributing to digital inclusion, and reducing our own carbon footprint.
Not the least about taking responsibility for how technology is used in a safe and responsible manner, including for more vulnerable groups. Running Telenor in a sustainable way is central to our development and is something for which we set clear targets. The same applies to our financial performance. For the period, 2022 to 2025, we've delivered in line with our ambitions. Free cash flow before mergers and acquisitions reached NOK 12.9 billion in 2025, in line with the target of around NOK 13 billion. In the Nordic region, we delivered solid organic EBITDA growth of 8.7% in 2025, and an average growth in adjusted EBITDA was 6.0%, in line with the ambition of mid-single-digit growth.
At the same time, we also delivered on a key sustainability target in 2025 by achieving our scope three target, where the proportion of purchases from suppliers with science-based climate targets exceeded our target of 66%. Overall, this means that we have delivered on the targets and ambitions we set for 2025, and this gives us a solid foundation for the next phase. As Jens Petter mentioned, we presented in November last year our updated strategy at the Capital Markets Day with a clear ambition to develop an even more streamlined and forward-looking Telenor by 2030. We have clear ambitions and a clear plan to deliver on the strategy. Firstly, we will drive growth through excellent customer experiences. Secondly, we will carry out a technology-driven transformation of the business. Thirdly, we will exercise discipline in costs and capital allocation.
Overall, this will help to strengthen value creation for shareholders. In practice, this is about how we implement our strategy through our three strategic pillars: our colleagues, our customers, and the technology. They enable us to turn our ambitions into tangible results. That is the background of why we're entering this strategic phase from a position of strength. We have a clear direction for how we will develop the portfolio further with a focus on strengthening the core and simplifying the group over time. We have already made some important steps in the portfolio. The sale of Telenor Pakistan was completed towards the end of last year, and our exit from Thailand was announced in January this year and is now largely complete with the first tranche completed in March 2026.
A couple of weeks ago, we announced that we've sold 50% of Telenor Connexion to a partner to be able to scale our activities in global IoT faster than we would otherwise be able to on our own and at the same time to realize the considerable values accrued in the company through our ownership so forth. These transactions are concrete evidence that we're delivering on our strategy to simplify the group and strengthen our Nordic core. At the same time, while simplifying and refocusing the company, we're also building new capabilities for the future based on our core strength in connectivity, where our customers' safety is central to us. We are further developing our security offering, including through Telenor Cyberdefence. At the same time, we are seeing growing demand for solutions that combine connectivity, security, and advanced functionality.
Advances in artificial intelligence have enabled Telenor to seize new opportunities to enhance our efficiency and reliability. Through our AI factory, we are working systematically to develop scale and deploy AI, both internally and in the services we offer our customers. We will use AI in a responsible, prudent, and targeted manner where the technology creates real value and strengthens Telenor as a secure and modern technology company. At the same time, we are developing our position in cloud native data center capacity through Skygard and this, the newly established, Sovereign Cloud. This provides customers with robust, nationally based. We're also strengthening our capabilities in IoT as mentioned through the transaction that we just had with Verdane. Altogether, this enables us to offer more comprehensive solutions to both national and international customers.
What these initiatives have in common is that they build on our core business and our brand whilst helping to develop new services, strengthen our relevance, and open up new revenue streams. This is a key part of how we are positioning Telenor for further growth and value creation. Now, looking back on my first year as CEO, three things in particular stand out. A more, far more challenging geopolitical landscape, which underscores the importance of Telenor's role as a trusted player, our solid results, and a clear direction for the way forward. At the same time, we are seeing a positive trend in employee engagement, boosting my confidence in what we can achieve together. I would therefore like to thank all employees for their efforts throughout the year. I would also like to thank our customers and shareholders for the trust you place in us.
We are confident that the strategy we're now implementing and will help to strengthen returns, increase cash flows, and create long-term value for the shareholders. With that, I hand the floor back to the chair.
I would like to thank CEO Benedicte Schilbred Fasmer. I'd like to thank CEO Benedicte Schilbred Fasmer for her presentation. The next item on the agenda is the approval of the annual financial statements and the annual report to the Telenor ASA and the Telenor Group for the financial year 2025, including the board of directors' proposal for the distribution of dividends. The following presentation will be given under this item. Chief Financial Officer Torbjørn Wist will provide further details on selected key points in the annual financial statements. Chair Jens Petter Olsen will provide information on the board of directors' proposal for the appropriation of the net profit. Auditor Anders Røberg-Larsen will be present and available to answer any questions. Any questions will be answered at the end following all the presentations. I now give the floor to Chief Financial Officer Torbjørn Wist.
Thank you very much. Good afternoon to all shareholders. Let me begin my review with the income statement for 2025. Profit after tax attributable to shareholders of Telenor ASA in 2025 was NOK 7 billion , down from NOK 18.3 billion the previous year. This decline is primarily due to the fact that 2024 included significant positive one-off effects, including the reversal of a NOK 7 billion impairment charge in True and again on the sale of the satellite business. In 2025, however, the result was affected by adjusted EBITDA, which increased by 5.8% organically to NOK 35 billion-NOK 4.5 billion . The main contributor to the improvement was a strong performance in the Nordic region with increased mobile service revenues, good cost control, and progress on the transformation agenda. Furthermore, we completed the sale of Telenor Pakistan, which affected the line for discontinued operations and reduced earnings by NOK 3 billion .
In addition, a provision of NOK 1.2 billion was made in relation to historical matters concerning the business in India, which was divested in 2018. The sum of all this meant that the profit after tax for 2025 stood at NOK 8.4 billion, of which NOK 7 billion went to the shareholders of Telenor ASA. The return on capital employed, also called ROCE, for the year was 9.3% in 2025, down from 13% in 2024. The decline is mainly due to the aforementioned reversal of the impairment loss in True. Excluding associates and joint ventures, return on capital employed was 13.7% compared with 13.9% in 2024. We have now gone through the main features of the Telenor Group's consolidated results.
I'd also like to go through Telenor ASA's, that is the parent company's, results for 2024. Telenor ASA is a holding company and comprises group management, group functions, research and development, as well as Telenor's internal bank. The ASA's operating revenue consists mainly of sales of group services to other group companies, sales of research and development services, and sales of other consultancy services. Telenor ASA handles a large part of the group's external financing, providing loans to and receiving investments from group companies. Net financial income for 2025 amounted to NOK 12.8 billion compared with NOK 20.4 billion the previous year. The high financial income is mainly attributable to group contributions and dividends received from subsidiaries. Profit after tax in the parent company was NOK 11.6 billion compared with NOK 20.3 billion the previous year.
This decline is mainly due to the fact that group contributions and dividends received were lower in 2025 than in 2024. Let's take also a quick look at the parent company's financial position. Telenor ASA's balance sheet shows a book value of assets totaling NOK 218 billion. Parent company's equity stood at a sound NOK 107.8 billion. Finally, I would like to mention plans for a share buyback, which is in addition to the ordinary dividend of NOK 9.7 per share. In connection with the fourth quarter report for 2025, the management expressed its intention to launch a share buyback program over a three-year period. This follows the completion of the first tranche of the sale of shares in True. The intention is for the first round to commence following approval at this general meeting.
Our aim is to strengthen value creation per share and contribute to better dividend coverage through a gradual reduction in the number of outstanding shares. The authorization for buybacks is limited to a maximum of 54 million shares, representing approximately 4% of the company's share capital. With that, I will conclude and hand the floor back to the chair.
I would like to thank CFO Torbjørn Wist for his presentation and hand over to Chair Jens Petter Olsen, who will outline the board's proposal for the allocation of the net profit for the year.
Thank you. Telenor ASA's profit after tax for 2025 was NOK 11.6 billion, following the receipt of group contributions and dividends totaling NOK 15.6 billion. The board proposes the following allocation of the profit after tax. NOK 11.6 billion is transferred to retained earnings. Following this allocation and after deduction of share capital, Telenor ASA has equity of NOK 107.8 billion. The board proposes a total dividend of NOK 9.7 per share, totaling approximately NOK 13.3 billion based on the number of shares outstanding as December 31, 2025.
It's proposed that the dividend be paid in two installments of NOK 5 per share and NOK 4.7 per share in June and October respectively.
I'd like to thank the chair of the board for the presentation of the board's proposal for the appropriation of the net profit for the year. The audit firm EY, represented by the responsible auditor, Anders Røberg-Larsen, has audited the annual financial statements of Telenor ASA and issued an unqualified audit report. At its meeting on March 25th, 2025, the Corporate Assembly considered the board's proposal for the annual financial statements and the proposed appropriation of the net profit for the year. Corporate Assembly statement is included in the Norwegian version of the annual report on page 276, and is now displayed on the screen. In its recommendation, the Corporate Assembly supports the board's proposal. We will now return to the formal resolution on the approval of the annual accounts and the annual report and the payment of dividends.
We're now showing the proposed resolution on screen. As there are no questions, we will move on to the next item. The next item is the approval of the auditor's remuneration for the audit of the company. I'll give the floor to Chief Financial Officer Torbjørn Wist, who will provide information on the auditor's remuneration.
The auditor's remuneration from Telenor is divided into statutory audit fees and other remuneration. As in previous years, an overview of the auditor's remuneration is included in the company's annual report in note 38, the consolidated financial statements. The auditor's remuneration for the audit of Telenor ASA in 2025 amounted to NOK 7.8 million. The audit fee comprises, as usual, the fee for the statutory audit and a limited review of the quarterly reports. For assurance services, the remuneration was NOK 6.2 million.
This fee relates primarily to assurance services and required by law. For tax-related services, the auditor's remuneration was NOK 2.5 million. The fee is mainly related to tax-related assistance and explanations of tax rules and consequences. Apart from audit, attestation, and tax-related services, there were no fees for other services in 2025.
I'd like to thank CFO, Torbjørn Wist, for the briefing and remind you that the general meeting is only to approve remuneration for the audit of the parent company, Telenor ASA, and not for underlying group companies. The wording of the resolution is now being displayed on screen. We will now move on to the next item.
I will give the floor to the chairman of the board, Jens Petter Olsen, who will present the board of directors' statement on corporate governance. We will not be voting on the statement, and unless any objections are raised, it will be recorded in the minutes that following the chair's presentation, the general meeting takes note of the statements.
Thank you. The Board regards good corporate governance as crucial to ensuring the greatest possible value creation over time. For the benefit of Telenor's shareholders, customers, employees, and other stakeholders, the Board has issued a statement on the Group's principles and practices for corporate governance in accordance with the Accounting Act and the Norwegian Code of Practice for Corporate Governance.
The statement has been issued as part of the board's annual report available on the company's website and as Appendix 1 to the notice of this AGM. I refer to this for full details of Telenor's corporate governance. The board reviewed and adopted the statement on corporate governance at its meeting 24 to 25 March 2026.
Thank you to the chair for the briefing. No objections to the statement have been raised. It is therefore proposed that the general meeting notes this in the minutes under item eight as proposed in the notice of meeting. The wording is also displayed on the screen. Under this agenda item, we will consider the board's report on executive remuneration, which is submitted to the annual general meeting for an advisory note.
I give the floor to the Chair of the Board and the Chair of the Board's People and Compensation Committee, who will provide an update on executive remuneration at Telenor.
The Board has prepared an executive remuneration report for 2025, describing in detail the compensation for the Group Executive Management and the CEO. The purpose is to provide an open, comprehensive, and transparent overview of compensation for the Group Executive Management at Telenor. Telenor operates in a number of international markets with different remuneration systems, and the Board must continually address challenges relating to the remuneration of senior executives. The Board aims to maintain competitive terms and conditions to attract, engage, and retain executives, without being a market leader in terms of pay, whilst ensuring compliance with the government guidelines on executive remuneration in accordance with the requirements of the PLC Act.
The report has been submitted to the auditor who's reviewed it in accordance with the laws and regulations. I believe that the board has once again carried out its assessments in this area satisfactorily in 2025. The text with the proposed resolution is displayed on the screen. I note that no questions have been raised in this item either.
The next item concerns authorization to acquire own shares for use in Telenor's incentive program for group or employees. The board of directors of Telenor ASA proposes that the annual general meeting authorize the board to acquire shares on the market in order to fulfill the company's obligations towards employees participating in the group's share schemes. General Employee Share Process Scheme, ESP, the Long-Term Incentive, LTI, scheme for senior executives, and executive remuneration component, salary substitute in the form of restricted shares for certain executives. The share purchase plan is described in the notice convening the annual general meeting, whilst the LTI scheme and the executive remuneration component are described in Telenor's guidelines for executive remuneration. This authorization will remain in force until the next annual general meeting in 2027, but no later than June 30th.
A resolution on authorization for share buybacks requires the approval of at least two-thirds of both the votes cast and the share capital represented in the annual general meeting. The proposed resolution of item 10 is now being displayed on the screen. As there are no questions, we will move on to the next item. The board of directors of Telenor ASA proposes the annual general meeting authorize the board to repurchase up to 54 million of the company's own shares. This corresponds to approximately 4% of the company's share capital. The board considers repurchases followed by the cancellation of shares to be an appropriate means of optimizing the capital structure and ensuring an efficient and shareholder-friendly use of the company's capital. Shares acquired under this authorization shall be canceled by a resolution at a subsequent general meeting.
Furthermore, the buyback shall be subject to an agreement entered into on April 8th, 2025 with the Norwegian state, represented by the Ministry of Trade, Industry and Fisheries, whereby the Norwegian state participates in a buyback on a pro rata basis through the redemption of such a proportion of its shares that the Norwegian state's ownership interest in the company remains unchanged. The proposed resolution on item 11 is now being displayed on screen. This item requires the approval of at least 2/3 of both the votes cast and the share capital represented at the general meeting. I cannot see there are any questions on this item either.
The board proposes that the company's articles of association be amended to give the corporate assembly the right to elect the deputy chair of the board in addition to the chair and board members. The current articles of association of Telenor ASA and the proposed updated articles of association are attached to the notice of meeting, and the proposed resolution is now displayed on the screen. There are no questions or comments. We can move on to the next item. The Nomination Committee proposes that the instructions be amended in line with the proposed amendments to the articles of association under item 12 of the general meeting's agenda, including that the Nomination Committee shall submit a recommendation to the corporate assembly regarding the election of the deputy chair of the board.
The current instructions and the proposed amendments are available as an attachment to the notice of meeting, and the proposed resolution is now displayed on screen. I note that there are no questions. Let's move on to the next item. The next item on the agenda is the election of a member to the Nomination Committee.
The Nomination Committee consists of four members who are elected for a term of up to two years. Pursuant to Article 9 of the company's articles of association, the chair of the corporate assembly shall be elected as chair of the committee. The other three members shall be elected by the general meeting, of whom at least one shall be a shareholder-elected member or deputy member of the corporate assembly. One member elected by the general meeting in 2024 is up for election this year. The Nomination Committee's recommendation is attached as Appendix 5 to the notice of the meeting and is therefore deemed to be known to the shareholders. The wording of the resolution is also now being displayed on screen. I do not note that there are any questions on this matter either.
The Nomination Committee's proposal for remuneration for the corporate assembly and the Nomination Committee is set out in the Nomination Committee's recommendation. The recommendation has been attached to the notice of the meeting and is available on Telenor's website. Recommendation is deemed to be known to the shareholders. The wording of the resolution is also now being displayed on screen. We've not received any questions or comments on this matter either. As mentioned, we are now about to close the voting on all items. If anyone still wishes to vote, they must do so now. We have now completed the formal part of this year's annual general meeting. Voting is now closed, and we have received confirmation that all items have received a sufficient majority and have been adopted. The exact voting results will be published together with the minutes of the meeting.
The minutes will be signed by Bjørn Tore Sommer, who was elected at the beginning of this meeting, and by me as chair of the meeting. The minutes, including the list of shareholders represented at the Annual General Meeting, the voting results, and the webcast, will be made available on Telenor's website. I'd like to thank the shareholders for attending Telenor's Annual General Meeting today. The Annual General Meeting is hereby closed, and the meeting is adjourned. Thank you very much.