Nel ASA (NEL) Earnings Call Transcript & Summary

The time is now 3 p.m. Norwegian time, and it's time to welcome all participants to the 2021 Annual General Meeting in Nel ASA. Speaking is Ole Enger, Chairman of the Board of Directors. As set out in the call in notice, this year's Annual General Meeting will be held as a virtual general meeting where all shareholders of the company may participate online. I would like to thank all shareholders who are logged in today for participating in the company's affairs. The reason why we are holding the annual general meeting electronically this year is the Norwegian and local authorities recommendations to avoid the physical assemblies. Given the prevailing circumstances, an online assembly is the only way to enable shareholders to participate in real time. It's my pleasure to hereby declare the 2021 Annual General Meeting were opened. The number of participating shareholders, et cetera, will be announced shortly. The first voting matter on the agenda is the election of a Chair person of the meeting. But before we move to voting that item, I would like for the proposed Chair person attorney of Nel, Thomas Aanmoen, to present some practical information.

Thank you very much for that. Speaking is Thomas Aanmoen and I have been proposed to Chair this meeting. But before we move to the matter of formal election of a Chairperson, I would like to give some practical information. Kindly note that voting on all items on the agenda will be open once our registrars have been able to register the shares represented in the meeting today. This will happen momentarily. The opportunity to vote on all agenda items will, at that time, appear clearly on each participant's screen. Should you go away from the poll, you should find it again by clicking on the bar chart symbol that should appear on your screen, either on the top or on the bottom of the screen, depending on whether you are logged in via browser or app. We will open all items on the agenda for voting today at the same time, and you may choose how you vote by pressing the buttons for, against or abstain on the individual items. You are free to submit voting on all items at any time when the polls open, and you may change the voting on each item along the way until the individual item is closed. Each item on the agenda will be closed consecutively as the general meeting resolves the items. And during the short times, where we are calculating votes on individual items, the opportunity to vote on this and on the remaining items will temporarily disappear from your screens. They will reappear shortly thereafter. Of course, voting that you have already made on the various agenda items will still be registered when the remaining items reappear. When it comes to those of you who have logged in and who have already given advanced votes or instructions, all your votes are linked to your accounts, but you won't see an online confirmation of this on your screen. If you, while being logged on, do nothing, your previously submitted votes will be counted in the way that they were given. But you may also change your previously given votes by voting live today. Should you click cancellation on the items on the poll, you will cancel previously given advanced votes and instructions. And if you do that, you should, of course, vote again during these proceedings. Should there be any doubt about this, note that if you vote now, your vote will always be counted as they are audited. Right, so for shareholders who wish to ask questions or make comments on the items on the agenda, this can be done in the writing by clicking on the message symbol on your screens. And then you may, where it says Ask A Question, you may enter what you would normally wanted to say on the podium at the physical general meeting. We should point out that in that case, you will be identified by name, but you will not be identified by shareholding. Approved comments will be made visible to all shareholders who are logged in. A red dot will appear on the message symbol for everyone who's logged in every time a new comment is published. Shareholders may submit questions and comments on the items on the agenda whenever they wish, questions will generally be addressed once we process the item, at which time the questions will also be published. Please note that questions that are sent in will be moderated, that means that repeated questions might not be published, for instance, technical questions will not be addressed, and moderation for relevance, proper language, et cetera, will also be made before publishing. Right, so at this point, I would like to move on to the list of represented shares in today's meeting. I believe we have an overview shortly. Right, so represented via proxy to the Chairman of the Board is 4,381,809 shares; represented by voting instructions to the Chairman of the Board is 131,913,752; advanced votes, we have 23,276,840; total votes represented -- actually represented in the meeting, I should not forget those, of course, are 18 registered shareholders are representing 111,403 shares, bringing us to a total of 159,683,804 shares present today, which represents 10.96% of the total share capital of the company, approximately. So the meeting is now closed for additional shareholders to log in and be registered, but should any of you who are already registered, for some reason lose connection or want to log in again from another unit or something, it will be possible for you to log on again, and you will then remain registered. So those were the practical notes that I wanted to make as an introduction. The opportunity to vote on the various agenda items should now be opened, I believe, and shareholders may now proceed to the first voting item on the agenda. And this is Item 2, the election of a Chairperson for the meeting and a person to cosign the minutes with the Chair. The Board has, in line with the Norwegian recommendations for corporate governance, proposed that an independent person Chair the meeting. And the proposal is that attorney, Thomas Aanmoen, who is currently speaking, is elected to Chair the meeting. To cosign the minutes, for practical reason, a person who is present at the company's head offices in Oslo should be elected. And the proposal is that -- that I would like to make is that the company's CFO, Mr. Kjell Christian Bjornsen, is elected to cosign the minutes with the Chair person. So that is the proposal on agenda Item 2. I don't believe we have any questions or comments about this item. The opportunity to vote on the item will be closed shortly. If you have not voted yet on agenda Item 2, please do so now. Or if you want to change your voting, do the same. For those who have missed the explanation on how to vote, this is described on the information page by clicking the eye symbol. We'll wait now for a few minutes. This is certain in order to catch on the electronic timing lags and to ensure that everybody has had the opportunity to vote and we will calculate the votes. Right, this short pause will now take place, and this will take place on each vote today, and I will revert as soon as voting results have been calculated. Thank you, and please vote. [Voting]

Thank you, the vote is now closed on Item 2 and the count shows that we have 100% approval for the proposed resolution rounded off, of course. And therefore, the motion is approved. I should say that the detailed polling results on each agenda item will be attached to the minutes, and this will be made available as a stock exchange announcement and on the company web pages, following the meeting. But I will announce whether or not each motion has been carried or not. Right, I would like then to move on to Item 3 on the agenda for consideration, and this deals with approval of the notice and agenda. The notice has been distributed within the 3-week period of the Norwegian Public Limited Companies Act. But it was also announced via a stock exchange notice on 25th of March, 2021. At the outset, therefore, it seems that the notice of the meeting has been given in accordance with the appropriate manner. And as regards to the agenda as such, we'll follow the sequence set out in the notice. We have not received any questions to this item. So we will then move to voting on the matter. Everyone who has not yet voted on Item 3, please do so now. And again, we'll wait a few moments to calculate the results. Thank you. [Voting]

Okay. So the vote is now closed, and the count shows on Item 3 that, yes, the notice on agenda was approved, 100% for rounded off on this item as well. Let's move to Item 4 on the agenda, which deals with the approval of the annual accounts and the Board report for 2020. We have not received any particular questions to this item. So we'll then to voting on the matter. If you have not yet voted, please do so now. And we will wait a few moments so that everyone gets the opportunity to do so. We will revert shortly. [Voting]

Right, so the vote is now closed and the count shows that the agenda Item 4 was approved with, again, rounded off 100% approval rate. Yes. So sorry, we actually have a question to Item 4 from a shareholder, which reads, as the profit now or the results now are increasing, will it be reasonable to expect any dividend in over some time? I think that's a question that I would like to pass over to the company's CFO, Mr. Bjornsen.

So thank you for the question. The result in last year was also positively influenced by share gain on some investments we have. We are still in investment phase. So dividend is sometime further out. We do not foresee near-term dividends. Thank you.

Okay. Thank you. So then Item 4, we have dealt with the question and the item was approved with a rounded off 100% approval rate. So at that point in time we can move to Item 5 on the agenda, which deals with the Board's report on corporate governance. This report is included on Pages 20 to 24 of the annual accounts of the company. This agenda item is not a voting matter. The report shall be presented to the annual general meeting, pursuant to Section 5, 6 of the Public Companies Act, and this has been done through the notice document. We have not received any questions to that item or comments. So we can conclude Item 5 on the agenda, and we can move to the next agenda item, that will be Item 6, and this concerns remuneration to the Board members. The proposal for remuneration to Board members have been made by the Nomination Committee in line with the Articles of Association and the detailed proposals follow from the notice. We can then move to voting on Item 6. If you have not yet voted, please do so now, and we will, in the same manner as previously, revert when the vote is closed. [Voting]

Thank you very much. We have now closed the vote on Item 6, and we can again record rounded off 100% approval rate for the proposal for approval of the remuneration to the Board members. Moving on to Item 7 on the agenda. This concerns remuneration to the Nomination Committee, the Audit Committee and the Remuneration Committee. These proposals have again been made by the Nomination Committee, in line with the Articles of association and a detailed proposal follows from the notice document. We have not received questions to the item, so we can then move to voting on Item 7. Please vote. [Voting]

Thank you. We can then record that, again, the proposal received a 100% rounded off approval rate and our Item 7 is approved. Moving on to Item 8 on the agenda. This concerns auditors' fees and the proposal is that the fees, which, of course, in the normal manner appeared from the financial statements of the company, are approved. No comments on the matter. So please vote at this time. [Voting]

Thank you for voting on Item 8 on the agenda. We can record that the matter was approved with 97.42% of the total votes. So the motion was carried. Moving on to Item 9 on the agenda. This concerns approval of the guidelines for determination of salary and other compensation to executive management. On this item, I would like to point out that the company has received a written question from one shareholder about the option program and the cap on gains stated in the guidelines. The company has answered this question, and I would also like to relay the information given to such shareholders -- shareholder to all shareholders. And the information is as follows: "Based on an analysis of the eligible employees, the company expects to issue approximately 18 million options in 2021, if the maximum gain per option is unchanged at NOK 5 per share. Of this, about 20% will be issued to members of group management. The company is considering increasing the maximum gain per option. Any such increase will be done with the corresponding reduction in the number of options issued." Right, so here we have a question from a share -- well, that's actually to Item 9, so we'll wait on for a second. We're still on Item 9 on the agenda, guidelines for determination of salary. No questions to Item 9, and we can then move to voting on the item. So those who have not yet voted Item 9, please do so now, and we will revert shortly with the results. Thank you. [Voting]

Okay. The voting on Item 9 is now closed, and the count shows that the agenda item was approved with 68.02% of the votes for. And we can then move to Item 10 on the agenda. This concerns authorization to issue shares. And here, we have one more question from a shareholder. And this question, I'd like to propose that CFO response to that question. Thanks, sir.

Good. So the question relates to the repair issue that was canceled last year. We and the Board believe that it's important to ensure an equal treatment of shareholders. And that in the cases where we do accelerate the book buildings, we will normally consider and undertake repair issue afterwards. In the concrete matter last year, the repair issue was canceled after a delayed or an extended notice period. And the reason for that was that the share was trading significantly below the share price in the repair issue. So it would have been uneconomical for our shareholders to use the right. Therefore, there is no intention of reinstating that right at a later stage. If the shareholders would have wanted to buy shares at that point in time, there was a good opening for doing so.

Thank you for that, Mr. Bjornsen. So that was the question that we had received for Item 10. We can then move to voting on the matter. Everyone who has not yet voted on Item 10, which of course, consists of 2 separate points, please vote on now, and please do so with respect to both purposes under this item of the agenda. Please vote now. [Voting]

Thank you. We have now closed the votes on Item 10. The count shows that Item 10.1 was approved with an approval rate of 71.77%. Item 10.2 was approved with 99.39% approval rates. So both these items have then been approved. We can then move to Item 11 on the agenda. This concerns authorization to acquire treasury shares. Background for this proposal is also set out in the notice. And in effect in the same way as the last item -- the previous item, it is in effect that the current authorization lapses today. And the Board, therefore, asks for its renewal. We have not received any questions to Item 11 on the agenda. So everyone who has not yet voted, please vote Item 11 on the agenda, and please to do so with respect to both purposes on the agenda. I will revert again when the vote is closed. [Voting]

Thank you very much. The vote is now closed on Item 11, and relay of the count shows that Item 11.1 was approved with 72.09% and the Item -- that was Item 11.1. Item 11.2 was carried with 99.41% for. So both items carried within necessary majority. Moving then on to Item 12 on the agenda, which deals with election of Board members. There are proposals for 6 Board members, each to be elected for a term of 1 year. This proposal is made by the Nomination Committee, and their reasoning for each of their proposals has been set out in the recommendation itself. And this was, of course, attached to the notice document. I have been -- we have 1 minor error in the committee's recommendation documents, and that is that the shareholding of the Chairman is there stated to be 140,000 shares with the correct number, and this is also set out in the annual accounts, is, in fact, 149,462. With respect to voting on the election of Board members, kindly note that in line with Norwegian Corporate Governance recommendations, arrangements have been made for individual voting on each candidate. We have 1 question, I believe, that I think is for -- I will propose that CFO try to respond to that, if that's okay, Mr. Bjornsen?

Sure. So the question was on the background of each individual proposed Board member, and that is given out clearly in the call for the meeting with Nomination Committee's proposal.

If I'm not mistaken, they should possibly also be a short introduction of them within the annual accounts. But thanks for that to Mr. Bjornsen. Yes, in the absence of further questions, we can then move to voting on this matter. Everyone who has not yet voted, please do so now. And again, this item consists of several individual votes -- items for vote, one for each candidate. Please vote on all candidates on Item 12, at the same time now, please. Thank you. Please vote and we will revert once we have the counts. [Voting]

Thank you very much for voting on Item 12 on the agenda, and I can go through the vote, which is now closed. The result is that the election of Mr. Ole Enger, on Item 12.1, was approved with approximately 95.50% approval. The election of Hanne Blume, on Item 12.2, was approved with approximately 98.41% approval. The election of Charlotta Falvin in Item 12.3 was approved with approximately 53.34%. The election of Mr. Fin Jebsen in Item 12.4 was approved with approximately 98.54%. The election of Beatriz Malo de Molina in Item 12.5 was approved with approximately 98.53%. And finally, the election of Tom Røtjer in Item 12.6 was approved with 99.46% rounded off. So all candidates have been elected. Can I move to the final item of the agenda, this is Item 13 and deals with election of Nomination Committee members. There are proposals for 3 candidates and each of them to be elected for a term of 1 year. This proposal is again made by the Nomination Committee, and in line with Norwegian Corporate Governance recommendations, arrangements have been made for individual voting on each candidates. We have, as far as I can see, not received any questions to this item, so we can then move to voting on the matter. If you have not yet voted Item 13, please do so now. And again, please do so with respect to each of the 3 candidates in Item 13.1, .2 and .3 respectively. Please vote and then we will revert once we have calculated. Thank you. [Voting]

The vote is now closed, and I can announce the results. So for all 3 of the candidate seen on Item 13, Fredrik Thoresen, Leif Eriksrød, and Sars Veddeng, which were the proposed candidates, all of them have been approved with 100% approval rating rounded off. So that concludes all the matters on the agenda for the 2021 Annual General Meeting of Nel ASA. At this time, I may then declare the annual general meeting for concluded and the meeting adjourned and all matters were approved as proposed in the notice of the meeting. On behalf of Nel and its management, I would like to thank the shareholders for participating in the company's affairs and participating at the annual general meeting. Thank you very much, and good day.