Nordic Semiconductor ASA (NOD) Earnings Call Transcript & Summary

Good morning. My name is Anita Huun, and I serve on the Board of Directors of Nordic Semiconductor. Today, I will be standing in for our Chair, Birger Steen. It's my pleasure to welcome you to this virtual Extraordinary General Meeting, where all shareholders participate digitally. I would like to extend my gratitude to all shareholders who have joined us online today. I will now hand over to Christian Skovly-Guttormsen, Head of Legal and Company Secretary at Nordic. He has been nominated to chair today's meeting and will guide us through the technical arrangement. Please proceed, Christian. Thanks.

Thank you, Anita, and good morning, everyone, and welcome to this virtual extraordinary general meeting. Let's start with some practical information. You have 4 buttons at the top of your screen that you can click on. Those are Home, Messages, Voting, and Documents. So by pressing Home, you will find additional technical details about how this works, and I recommend that you read the text entered there. Messages gives you the opportunity to see messages sent in from other shareholders as well as allowing you to enter written questions and comments for the general meeting. Yourself, if you so choose, and this will be answered once we process the item. Please note that we also give online participants the opportunity to submit live audio questions, by clicking on the request to speak button during this broadcast. The voting button takes you to the next items to be adopted here today. Voting will also be pushed to your screen as we move on from one item to the next. So moving on to the first agenda point, opening of the meeting and share capital representation. It's now closed for the shareholders to log in. And the share capital represented here today is as follows: we have 110,429,024 advanced votes registered -- shares represented by advanced votes. We have 3,633,990 shares represented by -- of the Chair of the Board with proxy. And finally, we have 21,330 shares represented by shareholders joining this webcast. So total votes represented are 114,084,000 -- sorry, 114,084,344, representing 59.32% of the total voting capital. And we will reiterate these numbers in the minutes to be presented after this general meeting. So that was the first agenda item, which was opening of the meeting and registering of the shareholders present. This is no voting item, so we will move on to the second item on the agenda, which is election of meeting chair and individual to sign the meeting minutes. I have been proposed to chair this meeting and to sign a minute together with our CFO, Pål Elstad. Please cast your votes on the second agenda item. And while we wait for the votes to come in now, I would like to point out you are also free to vote on all remaining items in the agenda already now. [Voting]

So the voting has now been closed, and the item has been approved with 100% and is thereby closed. We will move to...

Close to 100%.

Close to 100%.

Details of the exact voting will be available on -- in the minutes.

So we will move to the third agenda item, approval of the invitation and the agenda for this extraordinary general meeting. No remarks have been received, and we ask that you please cast your votes on this item right now. [Voting]

So the voting is now closed, and the item has been approved with up most -- almost 100%. It's thereby close to. We will again publish the exact numbers in the minutes. So for the fourth agenda item, election of shareholder-elected members to serve on the Board of Directors. I would like to give it to Pål, who will present the Nomination Committee's recommendation.

Thank you. My name is Pål Elstad. I'm the CFO in Nordic, representing the Nomination Committee. Together with the invitation to the Extraordinary General Meeting, the recommendation from the Nomination Committee was included. But just in short, at the Annual General Meeting last year, 7 shareholder-elected board members were elected based on overall review by the Nomination Committee. Due to personal reasons, 2 of the Board members have since then left the Board and the Nomination Committee wanted to strengthen the Board with semiconductor and tech experience. Therefore, the committee has proposed to appoint Dieter May and Helmut Gassel to the Board of Nordic Semiconductor. Both are senior, experienced semiconductor, very knowledgeable people. So I think that's all I'm going to say. The detailed resume of these 2 people are included in the Nomination Committee recommendation.

Thank you, Pål. We will proceed with the votes, and we'll open up voting for both 4a and 4b at the same time. So please cast your votes on these items now. [Voting]

So the votes are in. And for Item 4a, election of Dieter May, the count shows that the item has been approved with approximately 99%. And for 4b, Helmut Gassel, account shows that item has been approved with approximately 99% as well. We will again publish exact numbers in the minutes. So we have therefore completed all items on the agenda for this Extraordinary General Meeting. We thank you all for joining, participating and casting your votes, and we will see you again later this year for the Annual General Meeting. Thank you.

Thank you.