OKEA ASA (OKEA) Earnings Call Transcript & Summary

Welcome to the Ordinary AGM of OKEA, not very many physical persons represented here, but we have a few, most of them employees of the company. But first of all, we are going to make this registration of the shareholders attendance, Marit. And the powers of attorney?

Yes. Let's see. I haven't gotten the updated one with the one person not attending, but given that, that is only 700 shares, I think we can just use the numbers we have, and then I'll adjust afterwards. Then I have -- no, I have it now.

And the numbers are?

- Yes, the numbers are that we have 70,072,433 shares that have met, and that equals to 68. 03%, yes. And we also have some votes that have been given in advance, but that's only a small portion.

But close to 70% are present at this AGM.

Yes.

Thank you, Marit. The next item of the agenda is to elect the chair of the meeting. And my suggestion is that we do the same as last year, and I suggest that Erik Haugane takes the chair of this meeting. Any other suggestions. Erik, then you will take over after a short while. First of all, we need to have 1 person to co-sign the minutes of this meeting. And as our shareholder, Reidar Stokke is present here, and my suggestion is that we elect Reidar Stokke as co-signer of the minutes of the meeting. Is that okay for you [indiscernible] as well?

Yes. Yes.

Then, I will leave the chair to Erik.

Thank you, Reidar.

Reidar?

No, thank you, Finn. Yes. Thank you, Reidar as well. But for the sign, he can borrow my hand, by the way. First is the approval of the notice for the meeting and the agenda. The agenda -- both the notice and the agenda was sent out in due time. Is there any objections to the notice? If not, that's then approved. And any comments or objections to the agenda?

No.

No, that's approved. And then the item 4 is the approval of the annual financial statement and the Board of Directors report. That was, of course, included in the paper sent out in connection with the call for the meeting. And the proposal is the General Meeting approves the financial statement and the Board of Directors report for 2020, including the allocation of the loss for the year. No dividend is proposed for the financial year. Any other proposals, comments? If not, that is approved, should get a hammer I say. And then Item 5, approval of the company's guidelines for salary and other remuneration for leading persons which also is a public requirement to disclose and the paper -- that connection was also included in the call for a meeting. And the proposed resolution is as follows: The General Meeting approves the company's guidelines for salaries and other remuneration for the company's leading persons. Any other proposal? Any objections?

No.

Approved. Item 6, advisory Board -- advisory vote on the Board's statement on our corporate governance. The statement on corporate governance was also included in the annual report. And according to regulation, the General Meeting shall have an advisory board on that statement. And the proposed resolution is as follows: The General Meeting endorse the statement on corporate governance. Any other proposal?

No.

That one's approved. And then Item 7, approval of auditors renumeration. The general and the proposed resolution is as follows: The General Meeting approved the authors remuneration of NOK 1,944,000 whereof NOK 1.2 million relates to the ordinary audit of the Annual Financial Statement of OKEA ASA for the financial year of 2020. Any objections to remunerate the auditors? If not, they got paid. Approved. Election of board members. The following board members were up for election: that was Prisana; Rune Olav; Nicola; Finn; and Liv Monica. The Nomination Committee proposal for election of board members are in addition to those who -- I'll get back to that, but the new and reelected members are proposed are of the following: Grethe Moen, new member; Saowapap Sumeksri. Is that correctly pronounced? Close enough. We don't hear you. There you are. I think it's close call.

Yes. Yes, correct. Correct.

Thank you. And then Rune Olav Pedersen, reelected; Nicola Gordon, reelected; Finn Haugan, reelected. The service period is close to be 2 years until the ordinary General Meeting in 2023. So the proposed resolution is as follows: The board -- the General Meeting elect these people -- these persons as board members. Any objections to that? Not. A new board has been settled. Item 9, election of new member of the Nomination Committee. As everyone recalled, the Nomination Committee has served with Suthep as chair, and Riedar Stokke as member, and been only 2. So the third member has been proposed is Sverre Strandenes. And so the Board -- the General Meeting is invited to elect the following 3 members for the Nomination Committee that Suthep as chair; Reider Stokke as member; and Sverre Strandenes as a member. So any other proposals? If not, that is then approved. Changes to the item 10. Changes to the Nomination Committee's mandate. The Board proposed to the General Meeting to make a resolution according to the proposal from the Nomination Committee, which is an item for, I have to run down, what is the proposal, Marit?

Yes, the proposal for resolution is that the General Meeting approves their revised mandate for the Nominations Committee. So the changes are only minor corrections.

Okay. Right. Any objections to the changing of the mandate for the Nomination Committee? If Not, it's approved. Item 11, amendment of the company's article of association. There are some small changes in the articles. One is that the election of -- and -- about the election and remuneration of the members of the Board and election and remuneration of members of the Nomination Committee. The General Meeting elects the Chair of Nomination Committee is now included in the association for the company, and they are elected for 2 years. The General Meeting is invited to approve these revised instructions for the Nomination Committee. Any objections to that?

No.

it is also proposed an adjustment to article 7 because of changes in the Public liability Company Act. The General Meeting Is invited to decide on the following: adoption of the annual accounts of the annual report, including the question of declaration of dividend; the approval of guidelines for the determination of salaries and other remuneration for leading persons in listed companies; and the other matters, which are on the law of this article association pertain to the General Meeting.

So the change is in #2.

Change is #2.

Yes.

So the General Meeting adapts to these changes. No objections?

No.

Approved. Item 12, approval of Board and Committee remuneration: The Nomination Committee proposed for the Board and the Board Committee remuneration and the Nomination Committee is included in notice on -- in Appendix 3.

Resolution tax. And so the proposal is that the General Meeting approved the Nominations Committee proposal for Board and Board committee remuneration, including the additional remuneration that is specified in the proposal.

Any objections to that? If not, that is also approved. Item 13, the Board authorization to issue shares. The following is proposed: Concerning the long-term share incentive program, the following resolution is proposed: The Board is granted the authorization to increase the share capital by a maximum amount of NOK 1,030,054 in 1 or more share capital increases through issuance of new shares. The subscription price per share for the 363,400 shares for the company's approved long-term incentive program may be fixed at par value. Other conditions may be determined by the Board in connection with the relevant issue under the long-term incentive program. The subscription price for other conditions for issuance of other shares shall be determined by the Board in connection with each insurance and will appropriately reflect the prevailing market pricing at that time. The authorization is valid from registration within the register of business enterprises until the Annual Meeting in 2022 however no longer than until 30th June, 2022. Existing shareholders' preemptive rights to subscribe for and to be allocated shares may be derogated from. The authorization coverage share capital increases against contribution in cash as well as share capital increase against contribution in kind. And in special subscription terms, references section 10-2 of the Norwegian Public Limited Liability Companies Act, the authorization covers the solution to merge reference section 13-5 the Norwegian Public Limited Liability Companies Act. The Board shall resolve the necessary amendments to the articles of association in accordance with capital increase resolved pursuant to this authorization. That was the long and entire resolution, which kind of put the boundaries for the Board's use of this authorization. Any objections to the proposal? If not, that is also approved. And then that was the last formal item on the agenda. And then we can -- you want to close the meeting, Finn?

You are welcome.

I You can also just note that some of the items have received advanced votes against.

Can you perhaps refer to the vote against?

noted in the voting protocol? So for...

U should have called out before.

No, it's only -- so on item #5, which was the approval of the company's guidelines for salary and other remuneration, we have received 568 votes...

Against?

Abstaining and 1,490 against.

But no other proposal?

No other proposal. And then for item -- we have some abstaining votes. I will not note those because they are insignificant in amount. And then for Item#12 which was the remuneration of the Board and Board Committees. We have also received -- let me just check that I include. We have also then received 1,428 votes against. And then for the proxy issue. We have received 12,621 votes against. But all minor and nothing that will affect the outcome in any way. But it will be duly noted in the voting protocol.

Okay. And then we have been through the entire agenda for the General Meeting. Thank you, everyone, for attending. And then we can make up the protocol and have Finn and Reidar to sign that protocol.

Later. Yes, first adjourn the meeting and then.

I thought they had peanuts there. But I just opened the meeting. Then the meeting is adjourned. So -- and congratulation to new Board members, and thank you, Suthep, for services and then the committee to run together with Reidar to put forward the proposal of excellent new board members. So thank you all. And then the new Board will come together for the meeting at 10:00, in half hour. Then I physically go out and stop the drilling before we have that meeting.

That will be helpful. Just out of curiosity. Is it normal that in normal General Meetings that there are very little shareholders that actually attend the meeting physically. Or Is it because of the COVID situations and then that's why there are not that many person attending it?

Yes. Before, when we had the meetings 2 and 3 years ago, there were like 20 people attending. So normally, it is not many attending unless there are -- I remember in the Norske once, we had like 300 attending because there was a dispute about Board members. But when there is a normal just kind of not very conflicted issues. But Finn, you're participating in a lot of General Meetings.

I think, it varies very much. But especially when there are disputed items and several stock owners meet. But I have experienced last week for one of the companies that I had Chair. We have this digital AGM and there we had many, many participants. And they also made their votes digitally. So that's a possibility, of course. But next year, we don't have this COVID-19. So back to ordinary AGMs, I think.

Hopefully, fingers crossed, no COVID. It will be with us for a while.

Yes, you might have eyes.

Yes, Hopefully.

Thank you. See you guys in a bit, in about half hour time.

Thank you. Good bye.