IDEX Biometrics ASA (IDEX) Earnings Call Transcript & Summary

Welcome to this Extraordinary General Meeting in IDEX Biometrics. My name is Morten Opstad, I'm Chair of the company. And I have then called for this meeting today. As usual, we have this as an electronic meeting. We are gathered here in the offices of [indiscernible] in Oslo. We have our new CEO, Catharina Eklof, joining on this evening and will be available for questions, if necessary. And we have also Marianne Boe, our IR person here in the office [indiscernible]. And as always, together with DNB is organizing the meeting, and we have also our cosign, Carl Garmann Clausen [indiscernible]. I think we will go straight to the agenda for this meeting and starting with actually looking through the attending shareholders and proxies and instructions and so on. So DNB, Freddie, if you can please take the numbers, which we will then use for the general meeting.

Yes. Thank you, Martin. Freddie from DNB. Represented here today, we have advanced votes from 12,724,801 shares. We have proxies to Chair of the Board for 96,934,156 shares. And we have 10 shareholders attending and voting online for 2,494,223 shares. We also have, at the moment, 10 guest log-ins following us today. In total, we have then represented shares for 112,153,180 shares that represents 25.47% of the company's capital.

Thank you, Freddie. We will then use these numbers for the general meeting. We will also -- we also need a person to chair the meeting. And the proposal of the Board is that I will chair the meeting, and we need one person to cosign the minutes. And I will ask Carl Garmann Clausen who's present here in the room to cosign the minutes, and he accepted that. So the proposal on agenda Item 1 is the numbers Freddie provided me to Chair the meeting and Mr. Carl Garmann Clausen to cosign the minutes. So then we move on to voting on agenda Item 1, so please cast your votes. [Voting]

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

Thank you, Freddie. Then we move on to agenda Item #2, which is approval of the Notice of the Meeting and the agenda of the meeting. The notice is sent out 3 weeks ahead of meeting, which is according to the company's law [indiscernible] from the Board to make any amendments on the agenda. So the proposal is then to use the agenda as provided in the notice, then we move on to voting. Please cast your votes on agenda Item #2. [Voting]

And we can close the vote. Once again, 100% in favor of the proposal.

Thank you. Agenda Item #3, that is a proposal connected to the private placement that is issuance of Tranche 2 of shares and also [Technical Difficulty] Articles of Association. We had a private placement on -- in mid-September, whereby it was decided to issue 466 million shares at par value. Tranche 1 was then used -- was approved by using the authorization to the Board. And this is Tranche 2, which consists of 365 million shares at [ NOK 0.15 ]. Are there any questions coming in related to this agenda item on the private placement Tranche 2? That's not the case. On agenda Item 3, we have also a proposal to amend the Articles of Association. Actually, then incorporating the new number of shares of the Tranche 2. So if there are -- the proposal is detailed. It is in the notice. If there are not any questions or comments, we will then move straight to the voting. So please cast your votes on agenda Item #3. [Voting]

And we can close the voting on this agenda item. Close to 100% in favor, 99.54% in favor. Thank you.

Then the Tranche 2 of the private placement is approved. Agenda Item #4, that is a proposal subsequent [Technical Difficulty] and the connected amendment of Articles of Association. The subsequent offering is then proposed for an amount up to NOK 21 million, and that is up to a maximum of 140 million shares, and that is on the same terms as in the private placement. I think in the text in the notice, we have indicated that the subsequent offering will start around October 21, but the Board has also then the possibility to delay or change the date, and that is all connected to approval of a prospectus, which is then done by [indiscernible]. And I assume, I'm just looking at Carl.

[indiscernible]

Yes, it will be probably around between -- in the shift between October and November, I would assume, or early November. So it was -- the Board will decide to start the prospectus is approved. So that will be the timing of it. And then the subscription period will be 2 weeks following the approval of the prospectus. And as I say, the terms in the subsequent offering is just the identical as in the private placement. Are there any questions coming in for -- on agenda Item #4?

Not directly related. So we will keep online, we'll get the questions.

So we will take questions and comments related to the agenda items during the different agenda items, and then we will see what we have or questions at the end of the meeting. So on agenda Item 4, it's also the proposal to amend the Articles of Association reflecting the result of the subsequent offering. So I think we go to voting on agenda Item #4. So please cast your vote on #4. [Voting]

We can close the voting. It is 99.99% in favor of this proposal.

Thank you. Then the subsequent offering are also approved by the General Meeting. Agenda Item #5 then is issuance of warrants. That is because in the private placement [indiscernible] it was part of the placement that for each share subscribed for and allocated, we will receive one warrant. The warrants are split in Warrant A and Warrant A (sic) [ warrant B ] and they can be used -- Warrant A can be used within 2 weeks after the disclosure of the Q4 results for the company. And for a period of 2 weeks, I think that is -- I think the plan is to have that from 28th of February. Then the next set of warrants, Warrant B, can be used for 2 weeks period starting 31st of March and 2 weeks after that. The warrants will be at the same price as [ NOK 0.15 ] as in the private placement. Are there any questions to warrant proposal from the Board? The proposal is split in 5A and 5B, and that is actually the issuance of warrants related to the private placement and in B, issues of warrants related to the subsequent offering. And I think that we can have the voting. They are connected. We cannot say yes to one of them and no to the other. So they need to be voted on at the same time, 5A and 5B. So please cast your votes on 5A and 5B.

And a quick technical comment on that. If you only see 5A and not 5B for voting, please, be aware that you have to scroll down on the items. [Voting]

And it appears everybody got that, so we can close the voting. We have on 5A, 99.94% in favor; and on 5B, 99.99% in favor.

Thank you, Freddie. Then we have also approved the 5A and 5B and the issuance of warrants. And then agenda is Item 6. That is a proposal to renew the Board authorization [Technical Difficulty] and in rights issues, and that is the standard authorization of 10% of the outstanding share capital. That is identical to what we have had after the Annual General Meeting. So the content of that authorization is just similar as previous authorizations. . Are there any questions or comments to the proposal for authorizations? I don't think that there are any questions related to that. So I think we just move on to voting on agenda Item 6. And also here, we will do 6A and 6B at the same time. Please cast your votes. [Voting]

And we can close the voting. On 6A, we have 99.95% in favor of the proposal, and 6B is 100% in favor of the proposal.

Thank you, Freddie. Then also the authorization, the renewal of the authorization is approved. And that is -- that was the last agenda item. And that concludes the meeting -- the formal meeting. And the question is, I'm just looking at Marianne if there are any questions that we can answer. I know that some of the questions usually are connected to forward-looking statements and are actually also connected to commercial questions that are related also to information that we are not allowed to answer. Today, we are also closing up to the Q3 result. And as I said, Catharina will be in Oslo soon. So there will be meetings and possibilities to discuss that more in detail. So there are no questions that we can go further into here today. Okay. Then we close the meeting. Thank you for attending. And then there will be information related to the Q3 announcement and also meetings between late October or early November, and we will notify when the prospectus then is approved. So thank you for attending, and we close the meeting.