Otello Corporation ASA (OTEC) Earnings Call Transcript & Summary

Good morning, everyone. It's 9:00 so we will get started on this Annual General Meeting for Otello Corporation. My name is Geir Evenshaug. I'm a partner at the law firm, Schjodt, and the Board has asked me to open this meeting. We have represented at the meeting in total, in person and with proxies, 88,482,085 shares, which represents approximately 63.9% of the total share capital in the company. We are going to go quickly through the agenda. I know there are some people on the line. If there are any questions, you are, of course, free to raise the questions when you want. It sounds like everyone on the line is on mute. So that is good. So just stay on mute unless you have a particular question, please. Item 2 on the agenda is election of a person to chair the meeting. And the Board has asked -- has proposed that I chair the meeting. There are no votes against. So we can move on to Item 3, which is approval of the calling notice and the agenda. There are no votes against approving the calling notice and the agenda. Item 5 -- sorry, Item 4 is election of a person to co-sign the minutes. And I propose that the General Counsel of the company, Jason Hoida, who is present together with me, co-sign the minutes. And there are no votes against. So Jason will then sign the minutes together with me. Item 5 is approval of the financial statements and annual report for 2019. And the annual report has been made public on, I think, it was the 23rd of April. There are no votes against approval, so the financial statements and annual report is approved. Item 6 is approval of the auditor's fee for 2019, which is stated to be USD 300,000. We have 2,950 votes against, which then means we have 99.99% majority. And the fees are approved. Item 7 is the Corporate Governance Statement of the company, which is also appended or included in the annual report. This is not a matter for specific vote. So the minutes will just state that we refer to the statement. Item 8 is approval of the remuneration to Board members, which is divided into 2 subitems: one which is the fixed -- or the fee for the Board members; and one item, 8.2, which refers to fees for committee work. This is then the proposal from the Nomination Committee. And we have 2,950 votes against in Item 8.1 and 2,950 votes against in Item 8.2, which means that we have 99.99% majority on both items.

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[Foreign Language]. Moving on to Item 9, which is approval of remuneration to the members of the Nomination Committee. We have 2,950 votes against, and we have 9.4 million, approximately, votes which abstain.

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And we also have Sand Grove abstaining, which means we have 45 -- well, then it's a 44.6 million votes abstaining. But it still means that we have 2,950 against, which means we have 99.9% represent the majority. Item 10 is the authorization to acquire own shares, and this is then just a renewal of the existing authority. We have 2,950 votes against, which means that we have 99.9% majority, and the authorization has been approved. Item 11 is Board authorization to issue new shares, also divided into 2 subitems: Item 11.1, which is the authorization regarding incentive programs; and Item 11.2, which is the authorization regarding acquisitions, et cetera. On 11.1, we have 90,000 approximately votes against, and we have 9.4 million votes abstaining, which means that we have still a 99 -- approximately 99% in favor. And the authorization in the 11.1 is approved. On 11.2, we have 2,950 votes against, which means that we have 99.99% majority and that authorization is also approved. Moving then on to Item 12, which is the statement from the Board regarding remuneration principles for senior executives, again, divided into 2 subitems, one binding and one nonbinding. With respect to Item 12.1, we have 2,950 votes against, which means we have 99.9% majority. On Item 12.2, we have 2 million -- well, approximately 2.1 million votes against, which means that we still have 95% or something, at least the required majority. So both items in Item 12 have then been approved. Item 13 is election of Board directors, and the Nomination Committee has submitted each proposal. And in accordance with the recommendations for corporate governance, each candidate will be voted on separately. Each candidate has received 2,950 votes against, which means that there is 99.9% majority.

And just Sand Grove will abstain voting for André Christensen and Birgit Midtbust.

Okay. So Sand Grove will abstain with respect to Items 13.1 and 13.2. That is noted and will be reflected in the final minutes. And we then still have the required majority for each candidate as proposed by the Nomination Committee. And the Board has been elected. And that is all the items on the agenda. So unless there are any questions, we will then close the meeting. And the minutes will as usual be -- during the course of today, will be posted on NewsWeb on the Oslo Stock Exchange. Okay. Thank you, everyone, and goodbye.