REC Silicon ASA (RECSIO.XD) Earnings Call Transcript & Summary

Good afternoon. [Foreign Language] Welcome to this Extraordinary General Meeting of REC Silicon ASA. [Foreign Language] My name is Dag Erik Rasmussen and I am an attorney at law at Wikborg law firm. Having been appointed by the Board of Directors, I hereby open this Extraordinary General Meeting in accordance with Section 512 of the Norwegian Companies Act. [Foreign Language] In today's general meeting, I'm joined by John Adams, Chairman of the Board of Directors; Kurt Levens, the CEO of the company; James Bowen, General Counsel and Corporate Secretary of the company; and Nils Ove Kjerstad, IR responsible. [Foreign Language] This meeting will be conducted as a digital meeting only and will be held in English only unless any shareholder request that is held in Norwegian. I'm happy also to supplement in Norwegian, if necessary. You will hear audio and will be able to interact through the solution provided by DNB Lumi. Practical information how to vote, send messages, ask questions and view documents is included in the instruction available by pressing the home button at the top in front of you. Unless expressly requested by any of the participating shareholders, we will proceed without further technical guidance. The log-in access has now been closed, and we will move on to the record of represented shares. I will leave 2 representatives from DNB, which is responsible for the technical arrangement to present the record of attendance. Could you please do that?

Thank you, Dag Erik. The share capital is represented at today's general meeting as follows: 186,809,269 shares are represented by proxy. 45,013,617 shares are represented by proxy with voting instructions. And 10 shareholders are attending and voting online, representing 1,627,135 shares. This sums up to a total of 233,450,021 shares will represent 55.5% of the voting capital.

Thank you. The record as presented, including information provided on attendance will also be presented in the minutes, which will be published shortly after the general meeting. The exact number of votes and allocation on each item for voting will also appear in an appendix to the minutes. Okay. Then we move to Item 2 on the agenda, which is election of a share of the meeting and a person to co-sign the minutes. The Board has proposed to appoint me, Dag Erik Rasmussen, to chair the meeting. Further, it is proposed that Nils Ove Kjerstad is present in the meeting room together with me, is elected to sign -- to co-sign the minutes. Are there any alternative proposals? That seems not to be the case. So we ask you please to vote on the chair of the general meeting and the person to co-sign the minutes at the same time. If there is anyone who has not yet voted or wants to change their vote, please do so now. We will wait for a moment so that everyone gets the chance to vote. You are also free to vote on the remaining agenda items now, if you like, so we make a short break. [Voting]

The voting is now closed. The item has received a sufficient majority and has been adopted as proposed. So we take to the minutes. Dag Erik Rasmussen is elected to chair the general meeting. Nils Ove Kjerstad is elected to co-sign the minutes. The next item on the agenda is approval of the notice and the agenda. This Extraordinary General Meeting has been convened to accommodate for the election of the new Board of Directors. This is the only material item on the agenda. Further background information is set out in the notice to the meeting. The notice of the general meeting with the proposed agenda was sent to the shareholders on 17th of July and was published electronically through a stock exchange notice the same day. All documents relevant to the matters have been published on the company's website in accordance with the company's Articles of Association. Consequently, I deem the general meeting has been convened in accordance with the requirements under the Norwegian Public Limited Liability Companies Act and the Articles of Association. I can briefly mention that we have received an e-mail addressed to the Chairman of the Board that the proposed slate that the composition -- the proposed composition of the Board was received too late. In accordance with the Norwegian Corporate Governance Code, it should have been or is recommended simultaneously with the agenda. That is not possible here, and it's only a recommendation. And under Norwegian law, as long as Board election is on the agenda for the general meeting, the proposed candidates for the Board seats could be proposed at the actual meeting. So I deem that, that will not represent any issue. We're happy to take to the minutes if there are any objections related to this. Are there any other questions or comments to the notice and the agenda? We have received one question.

Yes. Well, it's a comment for the record related to some of the same topics addressed and related to the timing of the announcement of the Board representatives and formally objecting to the handling of the vote and respectfully request that this objection is recorded in the minutes. So that's related to the same topic.

We're happy to reflect that in the minutes, but please propose a text, and we can have a look at that. And it's up to the Chairman of the meeting and the co-signer how that should be reflected. Any further questions? Yes. That don't seem to be the case. So I ask anyone who has not yet voted or wants to change their vote to do so now. [Voting]

Okay. The voting is now closed, and the item has received a sufficient majority and has been adopted as proposed, and we take to the minute the notice and proposed agenda are approved. Item 4 on the agenda is the election of a new Board, which is the only material item on the agenda. And as for all other resolutions passed at this general meeting, a simple majority of the votes cast will suffice. On 14 July 25, Hanwha through the offer vehicle Anchor AS completed a voluntary offer for the shares in the company. And on the 1st of August 25, Hanwha made a mandatory offer for all the remaining shares of the company. Hanwha, therefore, votes for its full shareholding, representing 43.94% of the votes -- total votes in the company. Hanwha's proposal for election to the Board is supported by voting undertakings by Water Street Capital and shares controlled by independent Board member, Jens Ulltveit-Moe, which together with Hanwha's own shareholding means that the proposal for election to the Board presented by Hanwha's de facto has sufficient support. Other proposals will not have sufficient support. I make this clear just for good order. The general meeting is now properly constituted, and we will proceed to the only material item on the agenda. Okay. Then we move to Item 4 that concerns the election of a new Board of Directors. As part of the discussions with Hanwha related to financial support, the Board has convened an Extraordinary General Meeting and Hanwha as on 5th August, as announced, presented a proposal for a new Board of Directors. It is proposed that the general meeting elects the following Board of Directors in accordance with the proposal by Hanwha: Taewon Jun as Chair; Vivian Bertseka as Board member; Renate Oberhoffer as Board member. For good order, the proposed Board composition meets the requirements for Board composition stipulated by the Articles of Association and further, the statutory general requirements under Norwegian law as well as the Norwegian corporate governance called for independent Board members. Are there any questions or comments to the proposed new Board composition?

Here's a comment from a shareholder who cannot accept the proposed Board as no suggested member is representing the thousands of minority shareholders.

There's unfortunately no requirement for such representation on the Board under Norwegian law. So it's up to the majority of the general meeting to elect. Any further questions? No. That seems not to be the case. So I again ask that anyone who has not yet voted or wants to change their vote do so now. [Voting]

The voting is now closed. The item has received sufficient majority and has been adopted as proposed. So we take to the minute that Taewon Jun, Vivian Bertseka and Renate Oberhoffer are elected as member of the new Board of Directors of the company. There are no further items on the agenda and the meeting is adjourned. Thank you for your participation. Have a [Audio Gap]