IDEX Biometrics ASA (IDEX) Earnings Call Transcript & Summary

And we have closed the voting. We have 97.72% in favor on 6.1 -- sorry, and then 2.28% are against, no votes are abstaining. On 6.2, we have 97.72% in favor to proposal, 2.28% are voting against, and no shares are abstaining.

Thank you, [ Freddie ]. Then we move to agenda item #7, which is a proposal for the Board authorization to issue shares in accordance with what we call the 2023 employee share purchase plan, and also here, approval of the 2023 employee share purchase plan itself. This is a system whereby employees can use a certain portion of their salary and convert or buy shares for their salary at a certain discount in the share price. And the authorization is limited to 5%. And this is actually a system which has been used a lot from our U.S. -- especially from our U.S. employees and is a common system in the U.S.-based companies. So even if we have a Norwegian listed company, we have, as you all know, our activity in the U.S. and therefore, we introduced this system a few years ago. Also here, there is a split between 7.1, which is the share purchase plan itself with the limitation to 5%, and then we have the plan document in 7.2. Has there been any questions or comments to this proposal on the share purchase plan? If that's not the case, then we proceed with the voting. So please cast your votes under 7.1 and 7.2. Thank you. [Voting]

And we have received the votes, and closed the voting. 7.1 has received 98.43% in favor of the proposal, 1.57% are against, and notes are abstaining. Results on 7.2 is 98.43% in favor of the proposal, 1.57% are against, and no votes are abstaining. Thank you.

Thank you, [ Freddie ]. Then we move to agenda item #8, which is an authorization to the Board for the company to acquire its own shares. It has also been a standard agenda item on the AGMs. We have not yet used that authorization, but the Board is still opting for similar authorization as previous years and it's limited to 10% of the registered share capital at the time of this notice. So I think we just move to voting on an agenda item #8 as well. So please cast your votes on agenda item #8. [Voting]

And we have received the results, and closed the voting. 99.999% are in favor of the proposal. There are 12,409 shares voting against, and no votes abstaining. Thank you.

Thank you, [ Freddie ]. Then we are at agenda Item #9. And now we are on the agenda items, which is part of the proposal from the nomination committee, and that was submitted to the market yesterday morning and the committee, that is 3 persons. It's Mr. Robert Keith, who is Chair of the company; Håvard Nilsson is a member of the Audit [indiscernible] Nomination Committee; and Harald Voigt is the third member of the Nomination Committee. And the proposal with respect to agenda item #9, 9.1, and that is a board remuneration, which according to the proposal is an amount of NOK 495,000 for each board member, and then there is an additional amount to the Chair of the Board of NOK 85,000. Each of the compensation committee members will receive NOK 85,000. And the Chair of the Compensation Committee will receive an amount of NOK 125,000, while the audit committee members will receive NOK 100,000 and the Chair will receive NOK 175,000. So that is the same amount as last year, and I assume actually also the same amount as the year before that. And in addition, under 9.2 , there is a proposal with an authorization for the Board members to then take this remuneration in shares instead of cash payment. So has there been any questions with respect to 9.1 and 9.2. If that's not the case, then we can have the vote on 9 1 and 9.2 at the same time. So please cast your votes. [Voting]

And we have received the votes. 9.1, we have 84.85% in favor of the proposal, 15.15% are voting against, and no shares are abstaining. 9.2, we have 98.71% in favor of the proposal, 1.29% are voting against, and no shares are abstaining. Thank you.

Thank you, [ Freddie ]. And then we are moving to agenda item #10, where I will present also the proposal from the nomination committee. There are some changes at the Board, whereby Ms. Hanne Høvding, who has been at the Board for 16 years, she's stepping down, and Tom Quindlen will do the same, and we will -- thanks to both of them for their valuable services to the company for several years. Then the Board will be reduced from 7 to 6 members. Deputy Chair, Larry Ciaccia will now take the position as Chair of the Board. Morten Opstad will continue at the Board, and we have one new board member, Ms. Adriana Saitta, who is an experienced director with in-depth knowledge of the sector in which IDEX operates. And in the proposal, you can see a presentation of Ms. Adriana Saitta. And in addition, then also, Mr. Stephen Andrew Skaggs will continue and Deborah Lee Davis will continue. And as it is stated in the nomination committee proposal, they are in a process to recruit also a new senior executive from one of the larger payment networks to become a new Director of the company, but that will be at the next general meeting of the company. So the proposal is standard that Mr. Larry Ciaccia is elected as Chair of the Board for 2 years. And Deborah Davis, Ms. Annika Olsson and Morten Opstad, Adriana Saitta and Stephen Skaggs are elected a Board member for a period of 2 years. So that is the concrete proposal. So I think you then vote on that proposal that is, again, items #10. So please cast your votes. [Voting]

And we have received the votes and closed the voting. The results on agenda Item #10 is 85.04% in favor of the proposal, 14.96% against, and no votes abstaining. Thank you.

Thank you, [ Freddie ]. Agenda item #11, that is remuneration of the nomination committee, and that is also similar to what it has been in previous years, and that is NOK 35,000 to the Chair of the committee and NOK 15,000 to each of the members of the committee for the period from last year meeting to this general meeting. So please cast your votes on agenda item #11. [Voting]

And voting is closed. We have received on agenda item #11, 85.74% in the favor of the proposal, 14.96% against and no votes abstaining.

Thank you. Last agenda item from the nomination committee that is agenda item #12, which is election of the nomination committee, and the proposal is that Mr. Rob Keith is elected for a period of 2 years, that Mr. Harald Voigt is also reelected as a member for a period of 2 years and that Mr. Håvard Nilsson continues as a member of the nomination committee for the second year of his term. So let's also then move to voting on agenda item #12. Please cast your votes. [Voting]

And we have closed the voting. Results on agenda item #12 is 98.71% in favor of the proposal, 1.29% against and no votes abstaining.

Thank you. And finally, the last agenda item at today's Annual General Meeting, and that is a resolution of the remuneration of the auditor, where the proposal is that the general meeting approves payment of the auditor fees for 2022 against invoice and I think note 18 in the consolidated financial statements will view the specific amounts to the auditor. So the proposal is to pay our auditor according to the invoice. So please cast your votes. [Voting]

And we have now finally closed the voting on this last agenda item. We have received 100% in favor of the proposal, agenda item #13, no votes against and no votes abstaining. Thank you.

Thank you, [ Freddie ]. I know that -- that is the last agenda item. I know that we have a couple of questions from one of the shareholders that are not related to the general meeting as such. I think it's a question related to our CEO. I can read the questions, but can they be put on the -- okay. But it's connected to actually -- it's connected to -- its commercial questions. And my proposal will actually be -- so those attending the meeting will see the questions now. It's relating to what we have in stock and what we can do with [ sensors ] and stock and so on. My proposal will be that our IR contact, Marianne Bøe will connect with Mr. [indiscernible] and answer those questions. And maybe also Vince can do that. But we have no presentation on the commercial side as part of the general meeting. It has been a presentation at [ Arctic ] earlier today. So I think it's better for them to answer those questions directly to [ Mr. Siva ], either by email or giving him a call. Are there any other questions coming up from the attending shareholders. If that's not the case, then conclude the meeting, and thank you for attending this Annual General Meeting of IDEX this year. Thank you so much, and then we close the meeting.