Cavendish Hydrogen ASA ($CAVEN)

Good morning, everyone, and welcome to this virtual General Assembly in Cavendish Hydrogen ASA, where all of the shareholders and guests will participate virtually. My name is Jon Andre Lokke. I'm the Chair of the Board of the company. And I believe this is going to be a relatively efficient general assembly. It is now closed for additional shareholders to log in, and we will move on to the list of representatives and represented shares, and we'll get a summary from DNB. So I'll pass the word over to you, Freddy, for a summary.

Thank you, Jon Andre. Freddy from DNB. Represented here today, we have a proxy to Chair of the Board for 1,355 shares. We have proxy with instructions from 1 share, and we have advanced votes from 1,538,487 shares. In total, this is 1,539,843 shares represented, constituting 4.61% of company's share capital. In addition to the capital, we have 10 guest logins that are following us today. Thank you.

Well, thank you very much, Freddy. These figures will also be presented in the minutes that will be published after the meeting in case you are interested. Let me then move on to the first item of the agenda, which is the election of the Chairperson and the person to co-sign the minutes. And here, the Board of Directors has proposed Sverre Sandvik to be elected as the Chair of the meeting and Marcus Halland, CFO of Cavendish, to be elected to co-sign the meeting. And given that we have not received any comments regarding this item, the resolution has already been pre-approved. So maybe you can just quickly confirm that, Freddy.

Yes. Thank you, Jon Andre. I can confirm we have 99.99% in favor of this proposal.

Wonderful. Thank you very much. The item has then been approved, and I will then pass the word over to Sverre Sandvik to continue as Chairperson in this meeting. Go ahead, Sverre. Thank you.

Thank you. So my name is Sverre Sandvik, and I will go through the rest of the agenda. We then go to Item 2 on the agenda, which is the approval of the notice and the agenda of the meeting. We have not received any questions or comments to this item. And the proposal has been approved by a majority of 99.99% of the votes cast. So then we proceed to Item 3 on the agenda, which is the approval of the annual accounts and directors' report of 2025. The annual report is available on the web pages of the company. We have not received any comments or questions to this proposal. And we note that the proposal has been approved by a majority of 99.99% of the votes cast. We then move on to Item 4 on the agenda, which is a consultative vote on the report of remuneration to senior executives. The report has been made available at the web pages of the company. We have not received any comments or questions to the report. And the report -- the proposal to approve the report has been approved by a majority of 99.99% of the votes cast. We then move on to Item 5 on the agenda, which is the approval of guidelines for the remuneration of leading persons. The Board of Directors has reviewed the existing guidelines of the company and prepared a revised version, which is available at the web pages of the company. The Board has been of the view that the existing guidelines are overly detailed and not very practical. So the new version is easier to work with and cleaner while maintaining the key principles from the existing system. We have not received any comments or questions to the proposal for revised guidelines. And we note that the proposal has been approved by a majority of 99.99% of the votes cast. Then we move on to Item 6 on the agenda, which is approval of revised instructions for the nomination committee. Here once again, the company has done a review of the existing instructions and found that there is some room for improvement. The changes relate primarily to the mandate of the nomination committee and the tasks in connection with proposals for new candidates for the company's corporate bodies. The new instructions are available at the web pages of the company. We have not received any comments or questions to the proposal, and it has been approved by a majority of 99.99% of the votes cast. So then we move on to Item 7 on the agenda, which is election of the Board of Directors. Nomination committee has reviewed the composition of the Board of Directors in the opinion of the nomination committee, that the Board is both well functioning and competent. However, with BHDT coming in as a new major shareholder, it's proposed that Michael Simml is elected as a new member of the Board of Directors. The nomination committee is of the view that it's best to keep the size of the Board to 5 members. And for this reason, one of the existing Board members has to step down and has been agreed that Kim Sogard Kristensen will then step down from the Board. This should be made very clear that this is only a result of the change in shareholder structure. It is not in any way a negative reflection on the contribution of Mr. Kristensen who has been an excellent Board member and the company is truly grateful for the work he has performed as a Board member. We have not received any questions or comments to this proposal and it has been approved by a majority of 99.99% of the votes cast. Then move on to Item 8 on the agenda, which is the determination of remuneration to the members of the Board of Directors. The nomination committee has reviewed the remuneration level and compared that to the annual survey from the Norwegian Institute of Directors and concluded that, that level currently in place is appropriate given market terms and the company's financial position. So it is proposed to keep the level as has been. We have not received any questions or comments to this proposal. And we see from the votes that it has been approved by a majority of 99.99% of the votes cast. Then we move on to Item 9, which is determination of remuneration to the members of the nomination committee. The proposal is set out in the recommendation from the nomination committee, which is available at the company stock. We have not received any comments or questions to this proposal. And we see that it has been approved by a majority of 99.99% of the votes cast. Next item on the agenda is #10, determination of remuneration to the company's director -- to the company's auditor. The proposal is set out in the notice. We have not received any comments or questions to the proposal, and it has been approved by a majority of 99.99% of the votes cast. We then move on to Item 11 on the agenda, which is a proposal for authorization to the Board of Directors to increase the company's share capital. The Board considers that it's appropriate that it has an authorization that can be used to attract strategic investors to strengthen the equity of the company and its proposed that the size of the Board will -- should be set equal to 40% of existing share capital plan. We have not received any questions or comments to this proposal. And once again, it has been approved by a majority of 99.99% of the votes cast. We then move on to Item 12 on the agenda. This is also a proposal for authorization to the Board of Directors to increase the company's share capital, but this proposed authorization covers issuance of shares in connection with the company's incentive schemes. The text of the proposal is set out in the notice. We have not received any questions or comments to this proposal. I note that the proposal has been approved this time with the majority of 99.35% of the votes cast. Then we move on to the final item on the agenda, which is a proposal for an authorization to the company to acquire its own shares. The text of the proposal is set out in the notice of the meeting. We have not received any questions or comments to this proposal. And we see from the votes that it has been approved by a majority of 99.99% of the votes cast. So we have been through all the items on the agenda, and we can then conclude the general meeting. So thanks to everybody who has attended the meeting. And the next news from the company will then be the presentation of the call on the second quarter results on August 27. Thank you.