IDEX Biometrics ASA (IDEX) Earnings Call Transcript & Summary

Hello, everyone. Welcome to this Extraordinary General Meeting in IDEX. My name is Morten Opstad. I am Board member of the company. And I have been appointed by the Board to open this General Meeting. So as you know, this is electronically held meeting, which we have had for a few years now. And I assume that you are -- that you have the different systems in place, on your phone and PC to do the voting and so on. We are with DNB at the offices of [indiscernible] and we have also with us representative for the legal voice to IDEX. And I propose that we move directly to the agenda, and we will start with registration of the participating shareholders and proxies and so on. And that will be done by DNB. So please, [ Freddie ], if you can go through the numbers.

Yes. Thank you, Morten. Freddie from DNB. Represented here today, we have, by proxy, to Morten Opstad for 176,123,962 shares. We have proxy with instructions for 185,063,343 shares. We have three shareholders attending and voting online for 756,949 shares. At the moment, we also have seven guest log-ins. In total, this is 361,944,254 shares represented, and this represents 28.15% of the company's total share capital. Thank you.

Thank you, Freddie. These numbers will then be used through all the general meeting on the different agenda items. In addition, we need to elect a person to Chair the meeting, and the Board has proposed that I will Chair the meeting. And we also need a person to cosign the minutes, and the proposal is that from our legal adviser, as [indiscernible] will cosign the minutes. So these are then the three items on agenda. Item #1. So please cast your vote on agenda item #1. [Voting]

And we have closed the vote. We have all votes in favor, and we have 48,578,512 shares abstaining. Thank you.

Thank you, Freddie. Then we have agenda item #2, which is approval of the notice and the agenda of the meeting. And this is sent of 3 weeks ahead. And there is one amendment to the agenda, agenda item #5, which was any new proposal from Nomination Committee with respect to Board members. We have not received any new updated proposal from the Nomination Committee. So the Board has decided then to withdraw agenda item #5. So with that amendment, the agenda will be similar to the notice. So we propose then to approve the notice and the agenda with the amendment, I mentioned on #5. So please cast your votes with respect to agenda item #2. [Voting]

And we have closed the votes. The results on this agenda item is 100% in favor of proposal. Thank you.

Thank you, Freddie. Then we have agenda item #3, which actually is the main topic for this EGM and that is to approve tranche 2 of the private placement that was carried out in late May. Tranche 1 was then accomplished according to our authorization and tranche 2 will need an approval from this general meeting. There is one minor correction in the text of the proposed resolution, and that is the date of the share lending agreement. It's 24th May 2023. The correct date should be 12th June 2023. So that will be corrected in the text of the resolution. In addition, there is also a proposal to amend the company's article of association according to the numbers in the resolution for the share issue. Are there any questions or comments from the participating shareholders?

No, we have not received any.

Then we move to voting and please cast your vote on agenda item #3, with then the small correction in the text I mentioned. [Voting]

And we have closed the vote. Results are 99.32% in favor of the proposal, 0.68% against. No votes abstained.

Thank you, Freddie. That was the private placement approval. Then we move to agenda item #4, which is a renewal of the standard Board authorization to issue shares, which is limited to 10%. That was the same as we used on tranche 1 in the May share issue. And the proposal is to renew this authorization. It's similar to the one we had, and it's divided into a, Board authorization to issue shares in private placement and b, is Board authorization to issue shares in connection with rights issues. Are there any questions or comments from the shareholders on this item?

No, we have not received any.

Then we move to voting, and we take both 4a and 4b and do the votes at the same time on both of them. So please cast your votes. [Voting]

And we have closed the voting. Results on the items are 4a, 98.99% in favor, 0.01 -- [ 1.0% ] were voted against. 276,000 shares are abstaining.

So then...

And I'll give 4b also. 4b, 99.98% in favor, 0.02% against and again 276,000 shares abstaining. Thank you.

So then the Board authorization is approved. And that should be after the Board proposed to withdraw or decided to withdraw agenda item #10 -- 5, then we are actually to be only agenda items. So that is everything for today at the Extraordinary General Meeting. So thank you for participating, and we close the meeting. Thank you for attending.