Otello Corporation ASA (OTEC) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the 2024 Annual General Meeting of Otello Corporation. My name is Geir Evenshaug. I'm a partner with the law firm, Schjødt, and I have been asked to open the meeting and make a registration of attending and represented shares and votes. And the record shows that we have approximately 69.2 million shares and votes represented, which equals approximately 76% of the total issued share capital of the company. As usual, a detailed list and a summary of votes cast in each matter will be appended in the minutes, which will be available as soon as we can after conclusion of this meeting. We will waive reading of any proposed resolutions. Of course, questions can be asked during the meeting in Norwegian or English. And we are moving on to Item 2 on the agenda, which is election of a person to chair the meeting. The proposal is that I chair the meeting, and there are no votes against that proposal. So I will then continue as the chairperson of this meeting. Moving on to Item 3 on the agenda is the approval of the calling notice and the agenda itself. There are no votes against the calling notice or the agenda, so that has been approved. Item 4 on the agenda is another formality or criticality is the election of a person to co-sign the minutes together with me. I have the company's CEO, Jason Hoida, beside me in this office. So I suggest that he co-signs the minutes. And unless there are any questions on that, we have no votes against, and Jason can co-sign the minutes. Moving on to Item 5 on the agenda is the approval of the financial statements and annual report for 2023. And the financial statements and annual report has been made public, as usual, to NewsWeb and the company's websites. Are there any questions or comments to the financial statements? No, then we have 0 votes against, and the financial statements and annual report for 2023 has been approved. Item 6 on the agenda is approval of the auditor's fee for 2023. We propose that the fees are covered in accordance with the submitted invoice. Are there any questions or comments to the auditor's fee? There are none, and we have 0 votes against, and the proposal in Item 6 has been approved. Item 7 is the corporate governance statement of the company, which has been included in the annual report and also then submitted on the company's websites. This is a matter only for discussion and not for separate voting at the General Meeting. Are there anyone who has any questions or comments to the corporate governance statement of the company? There are no questions or comments. As I mentioned, this is not a voting item. So we can then move on to Item 8, which is approval of remuneration to the Board members. And as usual then, the company's Nomination Committee has submitted its proposal for Board member remuneration. The proposal was appended to the calling notice. It is divided into 2 sub-items, which is Item 8.1, which is remuneration for Board participation; and Item 8.2, which is remuneration for participation in the Board subcommittees. Votes will be cast for each item separately. Are there any questions or comments to the Nomination Committee's proposal to Item 8.1 or Item 8.2? There are none. We have no votes against. We have 1,000 votes abstaining. Abstaining votes do not count in the calculation of majority. So that means we have a 100% majority on both Item 1 and Item .2. That leads us to Item 9 on the agenda, which is another remuneration proposal, this time for the members of the Nomination Committee. The proposal has been set out in the calling notice. Are there any questions or comments? There are none. Again, we have no votes against; 1,000 votes abstaining, which means we have 100% majority, and the proposal in Item 9 is approved. Item 10 on the agenda is the authorization to acquire own shares. This is just a continuance of the existing Board authorization to acquire own shares, which has been approved by previous general meetings. Are there any questions or comments to Item 10? There are none, and we have no votes against, no votes abstaining, which means the proposal has been approved. Item 11 is Board authorization, this time, to increase the share capital by issuance of new shares. Item 11 is divided in 2 sub-items, which is 11.1, which is the Board authorization to issue shares in connection with incentive programs; and Item 11.2, which is Board authorization to issue shares with respect to acquisitions and general purposes. Votes will be cast separately for 11.1 and 11.2. Are there any questions to the proposals in either 11.1 or 11.2? There are no questions or comments in 11.1. We have approximately 28.5 million votes abstaining, 10 million votes approximately against, approximately 30 million votes for, which means there's a total of 40 million, approximately, 40.6 million votes represented and cast in 11.1, which means that there is a majority of 75% approximately, which again means that the proposal in 11.1 has been approved. In 11.2, there are no votes abstaining and no votes against. So that has been approved with 100% majority. Moving on then to Item 12, which is guidelines and report on executive remuneration. Again, this is also divided into 2 sub-items, which is Item 12.1, which is the general guidelines for executive remuneration, which is submitted for approval and will then be for 4 years unless new guidelines are presented prior to that; and Item 12.2, which is the annual report on executive remuneration. Again, votes will be cast separately on 12.1 and 12.2. Are there any questions or comments to either of the proposed resolutions? There are no questions or comments on 12.1, which is the guidelines. We have approximately 54.3 million votes abstaining, 10.2 million against, 4.6 million votes for, which means that the submitted guidelines in 12.1 have not been approved, which then basically means that the currently approved guidelines still apply. In 12.2, we have approximately 28.5 million votes abstaining, no votes against, 48.6 million votes for, which means that there's a 100% majority among cast votes for 12.2. And 12.2, the annual report, has been approved. Moving on to Item 13, which is election of Board Directors. The Nomination Committee, pursuant to the company's articles, have -- the members of the Nomination Committee have submitted their proposal for Board members. That has been included in the calling notice, and votes are cast separately for each candidate. The proposal then is André A. Christensen in 13.1; Karin Floistad, 13.2; and Song Lin in Item 13.3. Are there any questions or comments to either of the proposed candidates? There are no questions or comments, and we have 1.9 million approximately votes against each of the candidates, no votes abstaining, which means that we have approximately 97%, 98% majority for each of the candidates. And the proposed Board has been elected for a period up to the 2025 Annual General Meeting. Moving on to Item 14, which is the election of members to the Nomination Committee. This is also then proposed by the Nomination Committee. The proposal is, 14.1, Simon Davies as chairperson; 14.2, Jakob Iqbal as member; and Item 14.3, Kari Stautland as member. And again, votes are cast separately for each candidate. Are there any questions or comments on the proposal in Item 14? There are no questions or comments. We have no votes abstaining, no votes against, which means that each candidate has been elected with 100% majority. And the Nomination Committee has been elected for a period up to the 2025 Annual General Meeting. The last item on the agenda is Item 15, which is amendments to the articles with regard addition of a deadline for notifying participation on future general meetings. Are there any questions or comments with this proposal? There are no questions or comments. We have no votes abstaining and no votes against, which means that the proposed amendments have been approved by 100% majority. That concludes the items on the agenda. And I thank you all for your participation, and I wish you all a continued very nice day. Thank you.