Nordic Semiconductor ASA ($NOD)

Good morning, ladies and gentlemen. I'm Dieter May, and I'm Chair of the Board of Directors of Nordic Semiconductor ASA. And it's my pleasure to welcome you today to this virtual general meeting where all shareholders participate digitally. I would like to thank all the shareholders who have logged in today. I will now hand over to Christian Skovly-Guttormsen, Head of Legal and the Company Secretary, who has been proposed to chair the meeting today. Christian, it's your turn.

Thank you, Dieter. Good morning, everyone. We will now close the login and then take attendance for the record. So out of 197 million shares with right to vote, we have received prevotes of approximately 134 million shares. By proxy, approximately 1.7 million shares, meaning that the full amount of votes -- sorry, shares represented today is 136 million, amounting to 69% of the total amount of shares represented today. And the exact figures will be in the minutes from the meeting. So we have then been through the first item on the agenda, which is the opening of the meeting by the Chair and registration of the shareholders present. And this is a no voting item. So we will move on to the second item on the agenda, election of the meeting chair and individual to sign the meeting minutes. So I have been proposed to chair this meeting together with Pal Elstad, our CFO, and also propose to sign the meeting minutes. So please cast your votes now on this Item #2. [Voting]

So we will wait a little bit so everyone gets a chance to vote, and we will close the voting now and wait for the results to arrive. So the voting is closed and the item is approved. All the exact figures again will be appearing in the meeting protocol. So we will move to the third item on the agenda, which is the approval of invitation and the agenda for general meeting. No comments have been received to this item, and we ask you to cast your votes for this Item #3 now. [Voting]

So the voting is now closed, and we will get the numbers. And so the item has been approved and is closed. We will move on to the annual financial statements and the Board report, which is the fourth item. Approval of the annual financial statements and the Board of Directors' report, including consolidated accounts and year-end allocations for 2025. And I will hand it over to our CFO, Pal Elstad, and also note that our auditor from PwC, Eivind Nilsen, is available should there be any questions.

Okay. So thank you. The financial highlights for 2025. Nordic reported $668 million in revenue, which was a 31% year-over-year increase. Gross margins at 52% or 51% adjusted. Significant improvement versus 2024. EBITDA of $67 million or a 10% EBITDA margin. We ended the year with a solid $307 million in cash, which was up $20 million year-over-year. Strategically, it was a strong year, solid progress operationally, strategically and financially on track to long-term ambitions. M&A integration. Integrated Memfault, Atlazo and Neuton during the year, strengthening software, cloud and life cycle. Related to market leadership, clear leader in BLE, 32% share of end product certifications over the last year. Here, you see the trajectory over the last years from a low in 2024 of $500 million. As I said, we increased revenue by 31% to $668 million in 2025. So we are on track for a 20% long-term ambitions to grow 20% over the 5 years from the Capital Markets Day in 2024 and to reach an EBITDA level of 25% within the 5-year period. Okay.

Thank you, Pal. We will then proceed to vote for Item #4. So please cast your votes now. [Voting]

All right. The voting is now closed, and we will soon get the results. So the item has been approved and the item is closed. Again, the exact voting figures will be included in the minutes. We will move on to Item #5, consideration of the Board of Directors' report on corporate governance. As per Norwegian Public Limited Companies Act, the general meeting shall consider the statement on corporate governance prepared in accordance with Section 3-3B of the Norwegian Accounting Act. The statement is included in our 2025 annual report, which is available on our website. And this is a no voting item, and there has not been any comments to it. So we will move on to Item #6, power of attorney for the purchase of the company's own shares. This resolution has been thoroughly described in the notice of the Annual General Meeting and no comments have been received. So we'll proceed to a vote on this Item #6. [Voting]

So we will now close the votes and get the figures. The vote shows that Item #6 has passed and is thereby closed. We will move on to Item #7, which is the power of attorney to issue shares and convertible loans. So this is 2 voting items: power of attorney to the Board of Directors to issue new shares, which is 7A and take up convertible loans, which is 7B. So the proposed resolutions have been described in the notice, and we have not received any comments to these items, and we will be voting on these items individually. So please cast your votes now on Item 7A. [Voting]

Okay. So the voting is now closed, and we will soon get the result. So for Item 7A, the item has been approved and is thereby closed. Please cast your votes now on Item 7B. [Voting]

So the Item 7B is now closed, and we will soon get the results. So Item 7B is approved. So we will then move on to Item 8, which is election of shareholder-elected members to serve on the Board of Directors. So the recommendation of Nomination Committee has been presented and made available through the AGM notice. We will proceed to vote on the respective members, and we will be voting individually on these. So please cast your votes now on Item 8A, which is reelection of Chair Dieter May. [Voting]

So we will then close the votes and wait for the results to arrive. So Item 8A has been approved, and we ask that you now please cast your votes on Item 8B, reelection of Inger Berg Orstavik. [Voting]

So we will close the vote for Item 8B and wait for the results. So the Item 8B is now closed -- sorry, yes, 8B is now closed, and the item is approved. Please cast your votes now for Item 8C, reelection of Annastiina Hintsa. [Voting]

So we will now close the Item 8C and wait for the results. So Item 8C has been approved. Please cast your vote now for Item 8D reelection of Helmut Gassel. [Voting]

So we will now close the vote and wait for the results on Item 8D. And Item 8D has been approved. Please cast your votes now on Item 8E, election of Lars Loddesol. [Voting]

So we will now close Item 8E and await the results. Item 8E has been approved as well. So again, all the exact figures will be published in the meeting minutes. We will now move on then to Item 9, which is election of Nomination Committee members, where the proposal is for reelection of the existing members of the Nomination Committee for a 1-year term to the Annual General Meeting in 2027. We have not received any comments regarding this item, which has been described in detail in the notice. We will proceed to a vote, and we will be voting on the members individually. So please cast your votes now on Item 9A, reelection of Chair, Fredrik Thoresen. [Voting]

So we will then close the vote for 9A and await the results. So Item 9A has been approved. We will proceed with 9B, reelection of Eivind Lotsberg. Please cast your votes now. [Voting]

So we will now close the vote and await the results. So Item 9B has been approved. And we will now cast votes on Item 9C, reelection of Arne Graee. Please cast your votes now. [Voting]

So we will now close the vote on Item 9C and await the results. Item 9C has been approved. So all Item 9 items have been approved. And we will move on to Item #10, Compensation of Board Nomination Committee and auditor. So this is 3 voting parts. The Nomination Committee proposes that the Annual General Meeting approves compensation for 10A, the Board of Directors; 10B, the Nomination Committee and the Board proposes that the Annual General Meeting approves compensation for 10C, the auditor. So the recommendation and the resolution has been described in detail in the notice and no comments have received. We will proceed to a vote, and we will be voting on these items individually. So please cast your votes now on Item 10A, compensation to the Board of Directors. [Voting]

We will close Item 10A and await the results. So Item 10A has been approved. We will move on. So please cast your votes on Item 10B now. [Voting]

So 10B, we will close the voting now and await results. 10B has been approved. We will move on to 10C. Please cast your votes now. [Voting]

So we will close voting now for Item 10C and await results. So Item 10C has been approved. All Item 10 have received sufficient majority and have been adopted. So we will move on to Item #11, the Board of Directors' remuneration report 2025. The Board has prepared a report on remuneration of leading personnel for the accounting year 2025, which is available on our website. The report is subject to an advisory vote by the general meeting. No comments have been received on this item, which has been described in detail in the notice. So please cast your votes now on Item #11. [Voting]

So we will now close the vote on Item 11 and await results for this item. So Item 11 has been approved. We will then move on to Item #12, consisting of 2 parts. In Item 12.1, the Board proposes that the general meeting approves the Board of Directors' guidelines and policy for remuneration of senior executives and Item 12.2, where the Board recommends an advisory vote of the long-term equity-linked incentive plan for all employees. We have not received any comments regarding items 12.1 or 2, and we'll proceed with voting individually on these items. Please cast your vote now for Item 12.1. [Voting]

So we will close the voting on Item 12.1 and await the results. So Item 12.1 has been approved. We will now vote on Item 12.2. Please cast your votes now. [Voting]

We will now close the vote on Item 12.2 and see what the results are. So Item #12.2 has been approved as well. So that was all the items we had for voting today. We have completed all items on the agenda. Again, the exact figures and participation numbers will be in the meeting minutes. We thank all participants and wish you a continued good day and look forward to seeing you again next year. Thank you.

Thank you.