Elopak ASA ($ELO)

Good afternoon. My name is Dag Mejdell, and I'm the Chairman of the Elopak Board of Directors. And it's my pleasure to welcome you all to this virtual Annual General Meeting, where all shareholders are participating digitally. I would like to thank all shareholders who have logged in today. Together with me in the room is our Interim CEO, Bent Kilsund Axelsen; and Chair of the Nomination Committee, Tom Erik Myrland. Before we start on today's agenda, Christian Gjerde, who is Head of Treasury and Investor Relations, sitting next to me here, will give you some practical information regarding the digital participation and voting. So over to you.

Thank you, Dag. So you are watching a webcast of the Annual General Meeting, which appears at the bottom or top right of your screen labeled live or broadcast. You can increase the screen size by clicking/tapping on the icons. When you log in, you will be able to see the number of shares you are voting for and you can choose the language you want the system to use. You are free to change the language at any time. There are 4 icons at the top which you can select home, messaging, voting and documents. Shareholder who wants to ask questions or comment on any of the items on the agenda can do this by writing by selecting Messaging. We would like to point out that you will be identified by name, not by the shareholding and that your comments will be visible to all shareholders who are logged into the platform. Everyone who is logged in will see a red dot on the messaging icon each time a new comment is published. Shareholders are welcome to submit questions and comments about items on the agenda when they want to, and they will be answered when we discuss the item. Please note that we will moderate the questions that are submitted before publishing. So questions will not necessarily be visible immediately. And obviously, typos, for example, are not published. Particularly ugly language may be moderated before publication. The document icon will show you a copy of the notice of the Annual General Meeting and other relevant documents. The home icon is where you started and it is where you can find more technical information about the plans for the day. By clicking or tapping on the voting, you can vote on each item on the agenda today. You can already vote now if you like. You can cast your vote by clicking or tapping on the icons for, against or abstain for each item. You will also see an icon that lets you cast the same vote for all of the items you like. You can change your vote for each item during the Annual General Meeting until each item is closed. Shareholders who have logged in and have already given a proxy, voted in advance or given instructions will not be able to vote on the items. Any asterisks will appear after your name confirming your registration. You still have the right to speak and can use the messaging function. No more shareholders may log in now. But if any of you are logged in or have connection issues or want to log in from a different device, you can log in again.

Thank you, Christian. Now let's look at the list of shares represented at the meeting, which I have received from DNB's registers department, who is keeping track of today's figures. 213,224,227 shares are represented in the form of advanced votes. 14,527 shares are represented by proxy and 7,500 shares are represented through instructions to the Chair of the Board. This means that 213,246,254 shares are represented, amounting to 79% of the issued share capital. The figures that I just referred will be presented in the minutes, which will be published shortly after the Annual General Meeting. So let's then review item #2 on the agenda, which is election of Chairperson and a person to sign the minutes. The Board proposes that I, Dag Mejdell is elected as Chairperson of the meeting and that Christian Gjerde is elected to co-sign the minutes together with me. We have not received any comments to this proposal, and we will therefore proceed to the vote. If anyone has not voted yet or wants to change the vote now, the time is to do so now. We will wait a little bit so that everyone gets a chance to vote. And I would also like to vote -- to point out that you're also free to vote on the remaining items at any time you like. [Voting]

The voting has closed now. Yes. Then I got the results from the voting and the resolution has received sufficient majority and has been adopted as proposed. And again, the exact figures will be recorded in the minutes, which you can see after the general meeting. So let's then go to item #3, which is approval of the notice and the agenda. And we have not received any comments regarding this item, and we'll proceed to the vote. If anybody has not voted yet, you have to do it now. We will wait a little bit so that everybody can do so. [Voting]

And we have now closed the voting. This proposal has also received a sufficient majority and has therefore been adopted as proposed, and it will be recorded in the minutes. So let's then move to item 4 on the agenda, which is approval of the annual financial statements and the annual report for 2025, including allocation of the results for the year. And the Board has proposed that the annual financial statements and the annual report for 2025 is approved by the shareholders' meeting. The Board has also proposed that a dividend of EUR 0.102 per share is declared for the second half of the financial year 2025. As you will know, we changed our procedure of paying dividends last year, and we paid a first dividend for 2025 back in the second half of '25, and this is then the final dividend for the year. We have not received any comments to this proposal, so we will therefore proceed to the vote. And please vote now as we will be closing the voting shortly. [Voting]

The voting has closed now. And the resolution has received a sufficient majority and has been adopted as proposed. And this will also -- the exact voting will be recorded in the minutes from this meeting. We then proceed to item #5, which is consideration of the report on corporate governance for 2025. The company's report on corporate governance for '25 is subject to an advisory approval by the general meeting. The Board has proposed that the meeting approves the report on corporate governance on an advisory basis. And we have not received any comments to this proposal, and therefore, we proceed to the vote. And please vote now as we will be closing the vote very shortly. [Voting]

And we have now closed it. And the resolution has received sufficient majority and has been adopted as proposed and will be recorded in the minutes. So by that, we move to item #6, which is consideration of the report on management remuneration for 2025. This report is also subject to an advisory approval by the general meeting. As you will have noticed, we have continued to develop the report compared with the last year's report and give some more transparency and details on certain remuneration elements. Otherwise, the majority of the report follows the same structure as the previous year's report. We have not received any comments on the proposed report, and we will, therefore, proceed to the vote. If anyone has not voted yet, please do so now as we will be closing the vote shortly. [Voting]

And we have now closed the vote. And the resolution has received sufficient majority, and therefore, it has been adopted as proposed, and this will also be recorded in the minutes. We then move to agenda item #7, which is election of Board members. And the Nomination Committee has proposed that the general meeting approves the reelection of Manuel Arbiol, Marianne Ødegaard Ribe, Sid Johari and Anna Belfrage for a period of up to 2 years. The other Board members are not up for election this year. We have not received any comments regarding this item, and we will therefore proceed to the vote. If anyone has not voted yet, please do so now, and we will be closing the vote shortly. [Voting]

And we have now closed it. And we have got the results, which is that all the 4 Board members have been reelected as proposed, and this will also be reflected in the minutes from this general meeting. Then we move to item #8, which is election of one observer to the Board. We have been having an observer to the Board for several years. And the Nomination Committee is proposing that this practice is continued and that Anniken Fougner, who is currently the observer to the Board is reelected for another term of up to 2 years. We have not received any comments to this proposal, and therefore, we will proceed to the vote. If anyone has not voted yet or wants to change their vote, please do so now. We'll wait a little bit, and then we will close the vote. [Voting]

And we have then closed the vote. And the result is that Anniken Fougner has been reelected as observer to the Board of Directors. The exact figures from the vote will be recorded in the minutes. Then we move on to item #9, which is election of members to the Nomination Committee. And the Nomination Committee has on this item further proposed that the general meeting approves the reelection of Kari Olrud Moen as member of the Nomination Committee for a term of up to 2 years. The two other members are not up for reelection this year. We have not received any comments to this proposal, and we will therefore proceed to the vote, and we will be closing it shortly. So please vote now. [Voting]

And we have then closed the vote. And the result of the vote is that Kari Olrud Moen has received sufficient majority of the votes and is thus elected as proposed by the Nomination Committee, and this will be recorded in the minutes from the meeting. We then move on to vote on item #10, which is approval of remuneration to the Board and the committees. Again, I refer to the recommendation from Elopak's Nomination Committee, who has proposed that the general meeting approves the remuneration to the Board members and the committees as follows: Chairperson of the Board, NOK 1,045,000, shareholder elected Board members, NOK 522,500; employee-elected Board members, NOK 209,000. Then the Board has two subcommittees and the proposed fees for these committees are, first of all, for the Board Audit and Sustainability Committee that the Chair receives a fee of NOK 167,000 per year and members do receive a fee of NOK 104,500 per year. For the other committee, which is the Succession and Compensation Committee, the proposal is that the Chair has a fee of NOK 94,100 and other members NOK 62,700 per year. We have not received any comments to this proposal, so we will therefore proceed to the vote, and we'll be closing it shortly. So please vote now. [Voting]

We have then closed the vote and yes, we have also here received the results and the proposals has received a sufficient majority and has therefore been adopted as proposed by the Nomination Committee. The exact figures will be recorded in the minutes from this meeting. Then we move on to agenda item #11, which is remuneration to the Nomination Committee. And the proposal here is also contained in the recommendations from the Nomination Committee of Elopak, who has proposed that the general meeting approves the remuneration to the members as follows: Chairperson, NOK 104,500 and members NOK 73,200 a year. We have not received any comments regarding this item, and we will therefore proceed to the vote. So please do vote now as we will be closing the vote very shortly. [Voting]

We have now closed it. And I get the message here that the resolution has received sufficient majority and has been adopted as proposed by the Nomination Committee. This will also be recorded when it comes to the exact voting numbers in the minutes from this meeting. Then we move on to item #12, which is approval of remuneration to the auditor for 2025. This has been handled by the Board, and the Board proposes that the remuneration to the auditor for 2025 shall be paid in accordance with invoice. The audit fee was EUR 461,000 for Elopak ASA and EUR 1,191,000 for the group for the financial year 2025. We have not received any comments to this proposal, and we will therefore proceed to the vote, and please vote now as we will be closing the vote shortly. [Voting]

We have now closed the vote. And the announcement I get here is -- or the confirmation I get is that the resolution has received sufficient majority and has therefore been adopted as proposed by the Board. And this will also be reported when it comes to the exact number of votes in the minutes. That means that we move on to item #13, which is the Board's authorization to increase the share capital. This is an authority that the Board has had over time. Of course, we are careful in utilizing it, but for flexibility and various purposes, it is a practical way of solving the need from time to time, make increases in the share capital for specific purposes. So the proposal that the Board make to the shareholders' meeting here is to grant the Board an authorization to increase the share capital by up to approximately 10% of the current share capital. The reason for this is that the Board considers it beneficial that the Board continue to have this authority and that we have the flexibility to issue new shares in connection with acquisitions if a part or the full payment is done by the issuance of shares, also to issue shares in connection with incentive programs for management and other employees and also for share option programs for the employees. And finally, also to have the possibility to raise new equity to strengthen the company's financing and balance sheet. But we rarely use these authorizations. But as I said, initially, it's for greater flexibility in the day-to-day management of the company. We have not received any comments regarding this item, and we will, therefore, proceed to the vote. So please vote now as we will be closing the vote shortly. [Voting]

We have now closed the vote. And also on this proposal, I can confirm that the resolution has received a sufficient majority and has therefore been adopted as proposed. And the exact figures will be recorded in the minutes. And that actually brings us to the end of this shareholders' meeting soon, but I have some problems here. We have -- we are also asking for an item 14 for a Board authorization to acquire own shares. And the Board proposes that the general meeting passes a resolution to grant the Board an authorization to acquire the company's own shares with an aggregate nominal value of up to 10% of the current share capital. The Board considers it beneficial that the Board continues to have this authorization that we also have had in previous years. Treasury shares obtained by the company may be used in connection with share-based payment and Elopak's long-term incentive programs and also for general corporate purposes. So in many ways, this is an alternative to the proposal that was adopted by the shareholders' meeting under item #13 to issue new shares that we rather buy shares in the market. We have not received any comments regarding this item, and we will therefore proceed to the vote. So please, if you haven't voted yet, do so now, and we will then be closing the voting shortly. [Voting]

Which we now have done. And the resolution has received a sufficient majority and has been adopted as proposed. And this will also be recorded in the minutes. Finally, but not least, item #15, which is an authorization to the Board of Directors to distribute dividends based on the approved annual accounts for 2025. In accordance with the approved dividend policy for Elopak, it is expected to be semiannual payments of dividends. To facilitate payments of dividends pursuant to the dividend policy, the Board proposes that the general meeting authorizes the Board to resolve payments of dividend based on the company's annual accounts for 2025. We have not received any comments to this proposal, so we will therefore proceed to the vote. So please vote now as we will be closing the voting shortly. [Voting]

Which we now have done. And I get confirmation here that the resolution has received a sufficient majority and has therefore been adopted as proposed. The exact figures will be recorded in the minutes and will be reflected there. That was the final item on the agenda, and thank you all for your participation.