Protector Forsikring ASA ($PROT)

Good afternoon. My name is Jostein Sorvoll, and I'm the Chair of the Board of Protector Forsikring ASA. It is my pleasure to welcome you to this hybrid general meeting where we have shareholders participating both physically here at Filipstad Brygge and digitally. With me in this room are the following representatives from the company: Chief Executive Officer, Henrik Golfetto Hoye, on my left; Chief Financial Officer, Ditlev de Vibe Vanay, sitting in the audience; Chief Business Controller and Investor Relations, Amund Gronvold Skoglund; and Investor Relations, Elisabeth Krey Helgesen. Furthermore, the company's auditor, Ernst & Young AS is represented by Kjetil Rimstad and the Nomination Committee is represented by their Chair, Andreas Mork. Before we get going on the planned agenda, I would like to hand the word over to Amund from Investor Relations to share some practical information. Amund?

Thank you, Jostein. Before I start, is there anyone present digitally now? No. And the one here who has is here physically, has voted now. So then I can skip a lot of what I was supposed to say about the voting because we now have all the votes. So it's now closed for registering and for other shareholders to log in. So we will get a memo from DNB, who has registered 6,000 shares represented by attending shareholders. We have then 44,039,239 shares represented by advanced votes. We have 8,037,793 shares represented by proxy to the Chair. And we have 520,834 shares represented by instructions to the Chair. And that sums up to 52,603,866 or 63.81% of the voting share capital. The figures and the final voting results will be presented in the minutes, which will be published after the general meeting. And I will now give the word back to you, Jostein, to get us started with the first item on the agenda.

Yes. And that is election of Chairperson of the meeting and two other meeting participants to sign the minutes of the meeting jointly with me. The Board recommends the election of Jostein Sorvoll as Chair of this Annual General Meeting. Together with myself, we suggest that Amund Skoglund and Andreas Mork signs the minutes of the meeting. We have not received any comments regarding this item, and we'll proceed to the vote. If anybody has voted yet or wants to change their vote, please do so now. We will wait a little bit so that everyone gets a chance to vote. [Voting]

The voting is now closed. The item has received a sufficient majority and has been adopted as proposed. Exact voting figures will appear for all items in the minutes published after the meeting. The next item is approval of the notice of agenda for the meeting. We haven't received any comments to this item either, and we will proceed to the vote. If anyone has voted yet or wants to change their vote, please do so now. [Voting]

The voting is now closed. The item has received a sufficient majority, and we can therefore declare the notice and agenda approved. We then move forward to Item 3, which is approval of the annual report and accounts 2025, including allocation of the profit for the year. Protector's annual report, which includes the Board's annual report, sustainability report and the company's annual financial statements with notes for 2025 has been made available on the company's website and has been prepared in accordance with applicable legal requirements. Will you, Henrik, please give us the highlights for the financial year 2025.

Absolutely. And 2025 feels like a long time ago, but I'll make it short then and go through the profitable growth, which obviously is important. Our combined ratio for 2025 was 84.7%. We had a growth in local currencies of 14%. And then the bottom line from the insurance side, the insurance service result was NOK 2.1 billion, and we also had an investment return of NOK 1.6 billion approximately, which made a total profit of NOK 2.7 billion, which equals NOK 31.7 per share, and that is a return on equity of 42.2%. So in addition to that, it is about the capital and the solvency solidity of the company and our solvency capital ratio at year-end 2025 was 219%. So solid company with strong profitable growth in 2025.

Thank you, Henrik. And then we have to ask the auditor. Are you pleased with the way we have closed 2025?

Thank you. I will comment on that. I'm the independent auditor, and we have prepared an audit opinion that is included on Page 163 in the Financial Statements. And our audit opinion is what we call a clean opinion without any remarks or any comments. And that means that we believe that the annual report and the financial statements are prepared in accordance with applicable regulation in all material respects. So yes. Thank you.

We have not received any comments to this item either, and we will proceed to the vote. If anybody has not voted yet or wants to change their vote, please do so now. [Voting]

The voting is now closed. The item has received a sufficient majority and has been adopted as proposed. The next item is approval of the Board's guideline for determining salaries and other remuneration to executive personnel. In line with the Public Limited Liability Companies Act, Paragraph 6-16a (2) and the regulation on guidelines and report on remuneration to executive personnel, the Board has prepared guidelines for the remuneration of executive personnel in Protector Forsikring ASA. The guidelines are available at the company's website. Pursuant to the Section 6-16a (5) of the Public Limited Liability Companies Act, the guidelines shall be received -- reviewed and approved by the general meeting upon any significant change and at least every four years. The guidelines were last approved by the general meeting in 2022 and no significant changes are proposed. We have not received any comments to this item either, and we'll proceed to the vote. If anybody has not voted yet or wants to change their vote, please do so now. [Voting]

The voting is now closed. The item has received a sufficient majority and has been adopted as proposed. Then we are over to Item 4.2, advisory vote on report on salaries and other remuneration to executive personnel. In line with the Public Limited Liability Companies Act, long word, #6-16b and associated regulations, the Board has prepared a report on salaries and other remuneration to executive personnel. The remuneration report for executive personnel 2025 is available at the company's website. We have not received any comments relative to prior years to this item, and we'll proceed to the vote. If anybody has not voted yet or wants to change their vote, please do so now. [Voting]

The voting is now closed. The item has received a sufficient majority and has been adopted as proposed. The next item on the agenda is Item 5, statement of corporate governance. The statement is included in the annual report on Page 38, and there has been made no significant changes since last year. We now move forward to election, starting with election of member of the Board, Chair of the Board and Deputy Chair of the Board. For items 6.1, 6.2 and 6.3, we will ask that shareholders vote on these items at the same time to make the voting efficient; however, before we open the vote, we would like to hear from the Nomination Committee represented by the Chair, Andreas Mork. Andreas, please.

So when it comes to the shareholder-elected Board members, there is only one member who is up for election this term, and that is [ Arve Ree. ] And the Nomination Committee recommends that Arve Ree is reelected to the Board as a Board member. And then when it comes to election of Chair and Deputy Chair, the Nomination Committee recommends that Jostein Sorvoll is reelected as Chair and that Arve Ree is reelected as Deputy Chair. So that is the recommendation from the Nomination Committee.

But what kind of work have you done?

So we have -- yes, I should comment on that as well. So we have done like the Nomination Committee has had four meetings between themselves, both physical and digital. We have reviewed the self-evaluation of the Board, which also this year was a very pleasant reading for the Nomination Committee. We've had meetings with all the members of the Board. We've had meetings with Henrik. We've had meetings with leading shareholders. So yes, I think we have a decent understanding of the situation. And in summary, I mean, this is -- our impression is that this is a very well-functioning Board.

Thank you so much. And we have all seen your work, but I thought it was better that you mentioned it.

I should have done that. Thank you.

Thank you, Andreas. We now have -- going to vote on 6.1, 6.2 and 6.3 together. We have received no new comments relatively to prior years to these items, and we will proceed to the vote. If anybody has not voted yet or wants to change their vote, please do so now for all 3 items. [Voting]

This is rather quick. The voting is now closed. The items have received sufficient majority and have been adopted as proposed. On Item 7, election of Chair and members of the Nomination Committee. We would again like to hear from you, Andreas. Can you give us your reasoning for your recommendations?

I can do that, yes. So Eirik Ronold Mathisen, who has been a member of the Nomination Committee since 2020. He has expressed he wants to leave the Nomination Committee. So Egil Dahl and myself and also Eirik has done some work on identifying a candidate to replace him. And we recommend that Christoffer Callesen is elected as a new member of the Nomination Committee. Christoffer, he is a portfolio manager at Fondsfinans. He -- and he's even a previous Protector employee, I believe. Yes. So he has a long affiliation with the company, and he has accepted to be a candidate. So we're excited about that.

Thank you. The voting...

I should say one more thing. Actually, I forgot that [ 0.71 ] is actually the election of myself as well. I'm up for reelection as well, both as a member and as Chair. So that is 7.1 is the election of me as a member and Chair and 7.2 is Christoffer.

Yes. Thank you. So we are now at election of the Chair. We do that first. And -- then we have 7.1 and 7.2, which is for the year.

Chair and the new member.

The new member, yes. So we have received no comments to these items, and then we'll proceed to the vote. If anybody wants to change their vote or to vote, please do that now. [Voting]

The voting is now closed. The items have received sufficient majority and have been adopted as proposed. The next 2 items, Item 8 and 9 concern the remuneration to the members of the Board of Directors and the Board's subcommittees and to the members of the Nomination Committee. Again, Andreas, would you share the reasoning you have had for your proposal.

The intention or the target of the remuneration is that it should be at like a competitive level. The level has grown quite a bit in recent years. This year, we suggest a more modest growth, typically like single digit, around 5%, some a bit more, some a bit less. So in that region. And with that, we believe the Board is remunerated at the right level.

We have not received any comments to these items, and then we proceed to the vote. [Voting]

The voting is now closed. The items have received sufficient majority and have been adopted as proposed. Then we are back to approval of remuneration to the auditor. Remuneration to the auditor for audit carried out in 2025 is provided in Note 6.1 in the company's annual account and totaled NOK 2,369,000. We have received no comments to this item, and we'll proceed to the vote. [Voting]

The voting is now closed. The item has received a sufficient majority and has been adopted as proposed. Then we have Item 11, 12, 13 and 14, which we tend to vote for in combination. These items concern 11, authorization from the general meeting to the Board for acquisition of own shares. 12, authorization to the Board of Directors to increase share capital through issues of new shares. Item 13, authorization to the Board to raise subordinated loans and other external debt financing. And number 14, authorization to the Board to decide the distribution of dividends. These authorizations are the same authorizations as proposed and adapted earlier years. With one adjustment to Item 11, the maximum purchase price per share has been increased from NOK 450 to NOK 750. We have received no comments to these items and we'll proceed to the vote. We ask you that you vote on Item 11, 12, 13 and 14 at the same time. If anybody has not voted yet or wants to change their vote, please do so now. [Voting]

The voting is now closed. The item have received sufficient majority and has been adopted as proposed. We have now been through all the items on the agenda. Thank you all for the participation. I now declare the meeting adjourned.