Ensurge Micropower ASA (ENSU) Earnings Call Transcript & Summary

Hi. Good evening. My name is Terje Rogne. I'm the Chairman at Ensurge Micropower ASA. So I want to welcome everyone to this extraordinary general meeting, October 14. With me here today, I have my Board colleague, Morten Opstad and also have Carl Germann Clausen our legal counsel. First principal item on the agenda is registration of participating shareholders. Do we have a count?

Yes. Thank you, Terje. Freddie from DNB. Represented here today, we have a proxy to Chair of the Board for 97,739,015 shares. We have proxies with instructions to Chair of the Board for 3,497,018 shares. We have advanced votes from 14,799,836 shares. And we have 10 shareholders attending and voting for 1,697,247 shares. And we also have 2 proxy solicitors online voting for 84,949,121 shares. And at the moment, 15 guest log-ins are also following. In total, this is 202,682,237 shares represented, representing 29.63% of the company's capital. Thank you.

Thank you. Next item, election of a person to chair the meeting, and the Board has then recommended that I do that by myself. Anyone objecting to that? No? A person to co-sign the minutes. My proposal is that Morten Opstad will do so. Please cast the votes. [Voting]

And we can stop voting. We have 100% in favor of this proposal.

Next item on today's agenda, approval of the notice and the agenda. And the notice was sent out as required 3 weeks ago. The Board proposed that the notes and agenda are approved. Please cast your votes. [Voting]

And we can stop the voting. Also here, 100% in favor of the proposal.

Thank you. Third item on today's agenda, the private placement issuance of Tranche 2 Shares and amendment of the Articles of Association. Morten, would you like to elaborate a bit more on this?

Yes. What we can say is that, as you all know, we had a private placement in September, whereby it was subscribed for 75 million shares and NOK 75 million. And that was split into Tranche 1 and Tranche 2. Tranche 1 was then approved according to the Board authorization. And for this general meeting, it is actually tranche 2 that needs to be approved. The terms are just similar to tranche 1. So it is the amount of approximately NOK 13 million and 13 million shares that are to be approved as part of Tranche 2.

13,209,680 to be exact.

Are there any questions or comments to this agenda item? No.

Please cast your vote. [Voting]

And we can stop the voting. We have close to 100% in favor. It is 574 shares voting against. Thank you.

Thank you. Next item, subsequent offering issuance of new shares as highly recommended. Morten, would you like to elaborate on point #4 on today's agenda?

Yes. The Board has proposed a subsequent offering as part of the private placement. This is then dependent on a prospectus being approved by Finanstilsynet. So the plan is that subsequent offering will start, we say, approximately around between 4 or 5 of November. The amount is NOK 11.5 million. And the terms is just similar to the terms in the private placement, but it's limited then to 11.5 million shares and NOK.

Thank you, Morten. Questions?

No questions.

Please cast your vote. [Voting]

And we can close the voting. We have 100% in favor of this proposal.

Thank you. Item #5 on today's agenda, renewal of the Board's authorization to increase the company's share capital by issuance of new shares. That is what we ask as a standard, 10%. Any need for further comments, Morten, to that point?

I don't believe so. It's the standard 10% authorization with the same content as we have had previously, and it's split between 5.1 and 5.2. And that is actually the difference between private placement and a rights issue on 5.2. So we could also then do the voting on both of them at the same time. But the text is just standard. It's just same as we have had previously.

Thank you. Thank you, Morten. So please cast your vote. [Voting]

And technical comment, if you don't see both items to vote, you need to scroll down on the items. And we can close the voting. We have closed 100% in both proposals. 5.1 is 574 shares voting against and 85,000 shares abstaining. And 5.2 is 100% in favor. Thank you.

Thank you. That was the final point on today's agenda, so then this extraordinary general meeting has been closed. Are there any questions that we haven't raised that we can address?

Yes, it's the question from [ Paul Langsmith ]. It's not regarding actually the agenda, but...

Okay. That is specific to a customer and the information pertaining to customers' information, pertaining to margins, costs, those are questions that we will not answer at this event. In general, if there are questions, if there are issues, I recently had a presentation webcast with Arctic Securities that is on our web page. It's under Presentations and Webcast. So you are free to take a look at that one and see if that answers the questions that you may have. If no other questions, then thank you, everyone. Thank you for today. Bye.