Panoro Energy ASA (PEN) Earnings Call Transcript & Summary

Welcome, everybody, to today's Panoro Energy Annual General Meeting. Before we get started, I'd like to go over a few items so that you know how to participate in today's event. [Operator Instructions] Once again, I welcome you to the webinar for the Annual General Meeting. And I'd now like to turn it over to Julien Balkany, Chairman of the Board.

Thank you, John. Good morning, ladies and gentlemen. I'm Julien Balkany, Chairman of the Board of Directors of Panoro Energy. I would like to welcome you today, June 18, 2020, to Panoro Energy Annual General Meeting of Shareholders, that this year takes place in a special format due to the COVID-19 pandemic and the various travel restriction and social distancing measures in place. As per item 1, I would like to formally open the Annual General Meeting. According to Nordea, we have 15,841,025 shares represented to vote today. This is equivalent to 23.03% of the total outstanding shares of capital of the company. Now I would like to move to item 2 to the election of a person to chair the meeting. The Board proposed that External Legal Counsel, Geir Evenshaug of law firm Schjødt chair the meeting. I will turn the floor now to Geir to continue walking us with the various resolutions for this AGM. Thank you.

Thank you, Julien. This is Geir Evenshaug from the law firm Schjødt. I'm here in Oslo. And we will run through the different items on the agenda. As usual for general meetings in Panoro, we will not read any proposed resolutions unless anyone requires me to do so. And of course, John has explained how you can raise any questions as we go along or taken afterwards. Item 3 on the agenda is the election of 1 person to cosign the minutes. One of the persons actually attending in Oslo in this room is the Board of Director, Torstein Sanness. So I suggest that Torstein remains behind after this meeting and cosign the minuets. Item 4 is approval of the calling notice and the agenda for the meeting. And we have actually 2,000 votes against for some strange reason, but it doesn't matter, we have 99.9% majority. So that has been approved. Item 5 is the approval of the annual accounts and the annual report. And as you have noted, there is also a proposal to give the Board the authority to resolve on a dividend later on. We have no votes against. So this is unanimously approved. Item 6 is the statement on the corporate governance. Corporate governance basically deploying through the company. And this is also then included in the annual report. And this is a nonvoting item. So we can move on to item 7, which is approval of remuneration to the Board. And we do have the Chairman of the Nomination Committee, Erik Sneve, is also present with me in the room together with them. The Nomination Committee has submitted its proposal. And we have 2,002 votes against, which, again, means that we are 99.9% majority. So the proposal is approved. Item 8 on the agenda is proposal for remuneration to members of the Audit Committee and the Compensation Committee. And again, we have 2,002 votes against, which, again, means we have 99.9% majority. And the proposal has been approved. Item 9 on the agenda refers to remuneration to the members of the Nomination Committee. And we have, again 2,002 votes against the proposal, which again, means we have a 99.9% majority, and the proposal is approved. Item 10 on the agenda is the remuneration for the auditor. We have 5,962 votes against. It still means we have 99.9% majority. So the remuneration to the auditor has been approved. Item 11 relates to the statement of principles for executive remuneration and pay. This is, as always, divided into 2 said items, 11a and 11b, where 11a is nonbinding for the Board and 11b is binding for the Board. On 11a, we have 20,962 votes against; and 11b, there are 21,112 votes against. So that still will mean that we have 99.9% majority on both items. Item 12 is the proposal to give the Board the authorization to increase the share capital. This relates to share issues for the incentive programs of the company. This is basically just a renewal of the existing authority of the Board. We have 21,112 votes against, which means that the proposal is approved with 99.9% majority. Item 13 is a separate authorization for the Board to issue new shares for other purposes, that is for general corporate purposes which is also more or less a renewal of the existing Board authority. On Item 13, we have 2,002 votes against, which means we have 99.9% majority, and the proposal has been approved. Item 14 is the authorization for the Board to acquire own shares. And again, this is more or less a renewal of existing authority. We have 5,962 votes against, meaning 99.9% majority, and the proposal has been approved. Item 15 is the election of directors to the Board, as proposed by the Nomination Committee, and as you all have seen, the Nomination Committee proposes to basically reelect the Board. In accordance with applicable corporate governance guidelines, there will be votes cast for each separate candidates. So on 15a, which is Julien Balkany as Chairman, we have approximately 59,000 votes against which means you have something like, I don't know, 9...

It's still 2,002.

It's still 2,002 votes against, which means 99.9% majority. Thanks. 15b is election of Torstein Sanness as Deputy Chairman. We have 2,912 votes against, which means 99.9% majority. 15c is election of Alexandra Herger as Director. We have 2,002 votes against, 99.9% majority. 15d is election of Garrett Soden as Director. There are 2,912 votes against, which means 99.9% majority. And Item 15e is Hilde Ådland elected as Director, and we have no votes against. So that's 100% majority. Item 16 on the agenda is election of a new chairperson to the Nomination Committee, where the proposal is that Fredrik Daylemani Sneve is elected. And we have the 2,002 votes against. And as you can guess, we have 99.9% majority. The last item on the agenda is in Item 17, which is amendment to the articles as described in the calling notice. And again, we have 2,002 votes against. And again, we then have 99.9% majority and the amendment has been approved. And that were all of the items on the agenda, and I'm going to hand back to John. John?

Thank you very much, Geir, for going through all that. And thank you for attending. We're now going to begin answering any questions that any of you may have. And I understand we have a shareholder may -- perhaps more live in Oslo. We also have through the webinar as previously discussed. [Operator Instructions] And we are joined today in addition to Torstein Sanness, our Deputy Chairman; Erik Sneve, Chairman of the Nominations Committee; Julien Balkany, Chairman of the Board. We're also joined by the management team today, which comprises myself, John Hamilton, the Chief Executive; Nigel McKim, our Projects Director; Qazi Qadeer, our CFO; and Richard Morton, our Technical Director. So we should be able to deal with any questions that may -- any of you may have. I don't see any questions coming through the question pane. [Operator Instructions] And I'm just looking to see if there are any questions being raised through the audio attendees. And I'm not seeing any questions at the moment. [Operator Instructions] I'll just give it another 10 or 15 seconds to see if anybody would like to ask any questions. And Geir, if you could please let me know if anybody live in the audience in Oslo has any questions, we'd be happy to answer those as well.

There are no questions from the room in Oslo.

Okay. And I'm not seeing any questions coming in through the system. So I'd like to then thank everybody for attending today's meeting. And if you have any questions, if you didn't want to ask them in this format, you can please send us an e-mail at [email protected]. And on behalf of Panoro Energy, its Board, Chairman of the Nominations Committee, and on behalf of our General Counsel as well, I'd like to thank everybody for joining us today. Thank you very much.