Ensurge Micropower ASA ($ENSU)

Good morning. This is Alexander Munch-Thore, Chairman of Ensurge ASA. Welcome to this general assembly, where we will go through a numerous amount of points. For the sake of expediency and tradition, I hand the meeting over to Morton Opstad, who is both the company lawyer and also is a representative on the Board as a part member. Morten, please continue.

Thank you, Alexander. In addition to you, we have also with us from California online, Shauna McIntyre and also our auditor from Deloitte, Lars Atle Lauvsnes, he is also joining in online. And we go to the -- straight to the agenda, whereby agenda item #1 is, first of all, registration of participating shareholders with proxies and so on. So I hand it over to DNB to present the numbers, which we then will use throughout the general meeting.

Thank you, Morten. We have 34,087,906 shares represented by advanced votes. We have [ 16,600,507 ] shares represented by proxy. We have 21,550,571 shares represented by proxies with instructions to the Chair of the meeting. We have 1 shareholder present representing proxies for 73,532,738 shares, and we have 4 shareholders online -- sorry, 7 shareholders online, representing the total of 21,764,270 shares. This sums up to the total of 167,536,072 shares, representing 17.23% of the voting capital. Thank you.

Thank you. We will then use those numbers throughout the general meeting. In addition, on agenda item 1, we need to elect a person to chair the meeting and our Chairman has proposed that I will continue to chair the meeting. In addition, also a person to co-sign the minutes, and I propose that [indiscernible], the lawyer can co-sign the minutes together with me as Chair of the meeting. That is the 3 points on agenda item #1. So let's go to voting on that. Please cast your vote on agenda item #1. [Voting]

And the voting is now closed, and we have 100% in favor of the item #1.

Okay. Thank you. Then we move on to agenda item #2, which is approval of the notice and agenda. There are no proposals to change anything on the agenda. It has been sent out 3 weeks prior to the meeting, which is according to the law. So what we propose is to approve the notice and the agenda as it has been sent out. So please cast your votes on agenda item #1 -- sorry, on agenda item #2. [Voting]

Yes. And voting is now closed, and we have also 100% in favor of item #2.

Thank you. And then we move on agenda item #3, that is approval of the annual financial statements and the annual report for 2025. We have -- I think we just ask if there are any questions or comments to the annual report. We have Shauna and [indiscernible] to answer any questions. I'm just looking at DNB, and there are no questions to that agenda item #3. So we are moving on to voting. So please cast your votes to approve agenda item. [Voting]

Okay. What happened actually? Did we lose the line? Okay. Then we are back again. I think we did we do the voting on agenda item #3.

#3 was in favor. So we now to move forward.

Okay. Then we move on to agenda item #4, which is an advisory vote on the executive remuneration report that was -- that has been put on the web together with the different attachments to the notice of the meeting. And the proposal is that the AGM approves the executive remuneration report for 2025, which has been approved by the Board and submitted to the general meeting. Are there any questions connected to the remuneration report? No questions. Okay. Then we move on to vote on agenda item #4. Please cast your votes on #4.

Voting is now closed, and we have 79.65% in favor of item 4. [Voting]

Thank you. That is then approved. And then we move on to approval of the convertible loan and warrants on 5 April, there was an issuance of a loan, which need to be approved by the general meeting, convertible loan at a size of between NOK 61 million and NOK 63 million at a conversion price of NOK 1 and with warrants attached. So for every NOK 5, the participant would receive warrant to be converted to shares at NOK 1. The different -- it's all explained in the notice of the meeting. Instead of going into all the details on the convertible loan, I think that we just are looking for if there are any comments or questions related to the convertible loan. And I think the warrants attached to the agenda item 5.2. So I think we should vote on -- they are connected together. So I think we should vote on 5.1 and 5.2 at the same time. So if there are not any questions or comments, I think we just move on and cast the votes on agenda Item 5.1 and also 5.2, please. [Voting]

Voting is now closed, and we have 100% in favor of both 5.1 and 5.2.

Thank you. Okay. Then we move on to agenda item #6, and that is a standard topic on the Annual General Meeting, and that is a 10% authorization to the Board to conduct a private placement or a rights issue that is then divided between 6.1 and 6.2. The terms are just similar to what we have approved previous years. So the overall limitation, as I said, is 10% of the outstanding share capital. Are there any questions or comments to agenda items 6.1 and 6.2? I think we also here do the voting on both of them at the same time since they are interconnected. Okay. No questions or comments. So then we move on and please cast your votes on 6.1 and 6.2. [Voting]

And voting is now closed, and we have 100% in favor of both 6.1 and 6.2.

Thank you. And then we are at agenda item #7, which is a proposal for the Board to -- we have asked for an authorization to be able to issue a convertible loan. There are no plans for doing that, but -- we thought that it could be convenient to have that flexibility. So the proposal for that authorization is also then limited to 10% of the outstanding share capital. Any questions or comments? Nothing on agenda item #7. It has been explained in the notice of the meeting. So please cast your votes on agenda item #7. [Voting]

And item is now closed, and it's 81.4% in favor of Item #7.

Thank you. That is then approved. And then agenda item #8, which is an approval of the 2026 subscription rights incentive plan that is the company's incentive plans for its employees. It is similar to what we have had previous years also here, and we have both -- we have both the actual incentive plan under 8.1, and we have the approval of the plan document, which is necessary for the general meeting to approve based on U.S. tax regulations. Are there any questions too.

Yes, we have another question on 8.1.

There is a question from [indiscernible], which says that please connect this proposal to achieve results. In [indiscernible] I feel that it is too easy to get these share options. You have to get results that also give the shareholders something back that means signed contracts or development agreements. I think that is a signal to the Board to look at. What we ask for here is actually the authorization to give options and the specific terms will be up to the Board to decide. So we will take that into account when we come to specific grants of subscription rights. If there are no other comments to 8.1 and 8.2, I think we go to voting. So please cast your votes and we can vote on 8.1 and 8.2 at the same time. [Voting]

Voting is now closed on 8.1 and we have 97.9% in favor of the proposal. And we just are waiting for one more vote on item 8.2. So please cast your vote on 8.2. There we have it. now 8.2 is also closed, and we have 97.99% in favor of item 8.2.

Thank you. That one is then also approved. Then we go to agenda item #9. We have asked as previous years for an authorization to the Board to acquire its own shares. We have never done that, but we have asked to be able to have the authorization. Are there any questions to that one? No. And the terms is just similar to previous years. So let's move to voting on agenda item #9. Please cast your votes. [Voting]

And voting is now closed, and we have 100% in favor of Item #9.

Thank you. And then we are at the agenda item actually on 10, 11, 12 and 13, but we take one at a time. That is the proposal from the Nomination Committee of Ensurge to the Annual General Meeting today. The composition of the Nomination Committee has been Andreas Ellingsen and Fredrik Munch and the proposal -- and there is also, at the end, a proposal to then extend the Nomination Committee with member, but we are coming back to that. So we start with the proposal on agenda Item 10, and that is a Board election at the general meeting in August last year, Alexander Munch-Thore was elected as Chair of the Board, Thomas Ramm and Nina Riibe as Board members and Morten Opstad as Deputy Board member. That was for a period until the Annual General Meeting in May, actually today. And the proposal is that the same Board is continuing for another year until the Annual General Meeting in 2027. That is the proposal. And I think we go to voting on the composition of the Board. So are there any questions or comments on the proposals? Then please cast your votes on agenda item #10. [Voting]

And it is now closed, and we have 99.97% in favor of Item #10.

Thank you. And then agenda item #11, that is remuneration of Board members, and that is the proposal is similar to what was proposed in August, and that is an amount of [ NOK 500,000 ] to the Chair and [ NOK 300,000 ] to each of the Board members and deputy members as well. Are there any -- questions on that one? No. Well, please cast your votes on agenda item #11. [Voting]

And voting is now closed, and we have 100% in favor of Item #11.

Thank you. And then we move on to agenda item #12, which is remuneration to the Nomination Committee. I know that there was an extensive -- and that is actually remuneration for the period from the last year's Annual General Meeting in May until this year's Annual General Meeting. And the proposal for the Nomination Committee is that they accept that the previous Chair of the Nomination Committee, Thomas Ramm has waived his claim for remuneration, same with Andreas Ellingsen. And Fredrik Munch has -- the proposal is that he will receive a fee of [ NOK 30,000 ] from the last year's work. There are no questions or comments. So let's move on to cast the votes on the remuneration of the Nomination Committee. I'm just mentioning that this proposal, as many of the other attachments has been put on the search web together with the notice 3 weeks ago. So please cast your votes on agenda item #12. [Voting]

And voting is now closed, and we have 100% in favor of Item #12.

Thank you. And then last item from the Nomination Committee that is the Nomination Committee election and the proposal is that Andreas Ellingsen continues as Chair of the Committee and also as a member, Mr. Fredrik Munch and as a new third member, which is according to the Articles of Association, the proposal is then that [indiscernible] will join in at the committee, and that is for the coming year until the general meeting in 2027 that applies for all 3 of them. No questions. So please cast your votes on agenda item #13. [Voting]

And voting is now closed, and we are 100% in favor of Item #13. Thank you.

And then we come to agenda item #14, which is a proposal of amendment of Articles of Association. That is more of a technical proposal because the Board proposes that the Articles of Association will provide to the Board to decide to allow advanced voting, and that is something that is necessary to have more of a technical reason. So that is the proposal in number 9 and then the subsequent Articles of Association will then have a new number. So I think no questions, we go to voting. Please cast your votes on that technical amendment of the Articles of Association. [Voting]

And voting is now closed on Item 14, and we have 100% in favor of proposal.

Thank you. And then lastly, last topic on the agenda is #15, which is approval of the remuneration to the auditor. And also as previous years, the Board proposes that the general meeting approves payment of the auditor's fee according to invoice. So no questions. So please cast your votes on agenda item #15. [Voting]

And voting is now closed, and we have 100% in favor of Item #15.

Very good. And that is all agenda items on today's agenda. As you know, we have a Q1 report being published, I think, on Wednesday, the 20th. So it's difficult to take questions related to the business as such since there is only a few days until the Q1 report. Are there any additional comments from Alexander Munch-Thore or Shauna, I don't think so. So then I will close the meeting. Thank you for attending this Annual General Meeting of Ensurge Micropower. So then we close the meeting. Thank you for attending.