Otello Corporation ASA (OTEC) Earnings Call Transcript & Summary

It's 9:00 Oslo time, and welcome to the Annual General Meeting of Otello Corporation ASA. My name is Geir Evenshaug. I'm a partner with a law-firm Schjødt in Oslo. And I have been asked by the Board to open this meeting. And the record shows that there are 59,035,506 shares represented at the meeting by proxy. So that is approximately 52% of the outstanding shares of the company. And as usual, the record of represented shares and votes cast in each item will be available together with the minutes of the meeting as soon as possible after we have concluded. So Item 2 on the agenda is election of a person to chair the meeting, and the Board has proposed that I chair the meeting. And we have no votes against, so I will then continue as the Chair of this Annual General Meeting. Item 3 on the agenda is approval of the calling notice and the agenda. And there are no votes against such approval, so the calling notice and the agenda are approved. Item 4 on the agenda is election of a person to co-sign the minutes. And I propose that Jason Hoida, who is together with me in Oslo, co-signs the minutes together with me. And we have no votes against, so Jason will then stay behind and file the minutes after the meeting. Item 5 on the agenda is approval of the financial statements and annual report for 2021 as well as a Board authorization to pay dividends. And there are no votes against the proposal to approve the annual -- the financial statements, the annual report and the Board authorization to pay dividends. So the proposal has been approved. Item 6 on the agenda is approval of the auditor's fee for 2021. The proposal is then to pay such fees in accordance with the invoice from the audit firm, and we have no votes against, and the proposal is thus approved. Item 7 is the corporate governance statement. And as usual, the company has issued its annual corporate governance statement in accordance with the Norwegian code for corporate governance, which has been included in the annual report. And this item is for information purposes only. It's a nonvoting item, which means that we can move on to Item 8 on the agenda, which is approval of remuneration to the Board members. And the Nomination Committee has, in accordance with the company's articles, presented its proposal for Board remuneration. This is then divided into 2 sub-items. It's Item 8.1, which is the fixed Board remuneration for Directors. And we have no votes against the Nomination Committee's proposal and the Board remuneration in Item 8.1 is approved. Item 8.2 is remuneration for participation in Board committees. And also for Item 8.2, we have no votes against. So the proposal in Item 8.2 is approved. Moving on then to Item 9 on the agenda, which is approval of remuneration to the members of the Nomination Committee. And also on Item 9, there are no votes against, so the proposal is approved. Item 10 on the agenda is authorization to acquire own shares. This is basically just a renewal of the current authorization for the company to acquire own shares. On this particular item, there are 1,901,055 votes against, which means that there is a majority of approximately 97% and the proposal to grant the Board the authorization to acquire own shares has been approved. Item 11 on the agenda is a different Board authorization. It's a Board authorization to increase the share capital by issuance of new shares. And this item 11 is also divided into 2 sub-items. Item 11.1, is an authorization regarding new shares for incentive programs. On this particular item, we have 6,699,754 votes against, which means that there is a majority of approximately 89% and the proposal to grant the Board the authorization in Item 11.1 has been approved. Item 11.2 is the authorization to issue shares regarding acquisitions and more general purposes. On this particular item, there are no votes against, and the proposal has been approved. We can then move on to Item 12 on the agenda, which is remuneration for senior executives. This is also divided into 2 items. Item 12.1 related to guidelines for executive remuneration and these are guidelines in accordance with new regulations in the Norwegian Public Limited Liability Companies Act. These guidelines have been presented to the shareholders in the calling notice and will then be valid for 4 years unless material changes are proposed, in which case, revised guidelines will be submitted to the shareholders for approval. On Item 12.1, we have 4,796,509 votes against, which means that there is a majority of approximately 92% and the guidelines for executive remuneration in Item 12.1 has been approved. Item 12.2 is the report on executive remuneration. And this is then an annual report to be presented to the shareholders based on the guidelines for executive remuneration. And the report was also then appended to the calling notice. And on this particular item, we also have 4,798,699 votes against, which, again, means that there is a majority of 92% approximately, and Item 12.2 has been approved. Item 13 is election of board members, and the Nomination Committee has presented its proposal for Board members. And in accordance with the Norwegian Code for Corporate Governance, votes are going to be cast for each separate candidate. We have no votes against either of the candidates, which means that all candidates separately have been approved with no votes against, which then means that the Nomination Committee's proposal has been approved and all proposed Directors have been elected for a period of 1 year or up to the Annual General Meeting in 2023. Item 14 on the agenda is election of members to the Nomination Committee. And again, the Nomination Committee has presented its proposal and again, votes are cast separately for each candidate. And again, we have no votes against either of the candidates, which means that all candidates have been elected and all candidates are elected for a period of 1 year or up to the Annual General Meeting next year. And that concludes the items on the agenda. And unless there are any questions from any of the participants, we can close the meeting. There seems not to be any questions, so I thank you for your participation, and thank you.