Telenor ASA (TEL) Earnings Call Transcript & Summary

May 11, 2020

Oslo Bors NO Communication Services Diversified Telecommunication Services shareholder_meeting 103 min

Earnings Call Speaker Segments

Bjørn Næss

executive
#1

Good afternoon, everyone. It's my pleasure to wish you all welcome to the Annual General Meeting of Telenor ASA. My name is Bjørn Erik Næss and according to the PLLC section law and the Articles of Association of the company, I will, as the Head of the Corporate Assembly, open and will chair this meeting. This general meeting will, in its entirety, be transferred or webcasted in Norwegian and English, and the link has been posted on the website of Telenor. With me on the panel, I have the chair of the Board, Gunn Waersted; and President and CEO, Sigve Brekke; and CFO, Tone Hegland Bachke. So we now have a listing of the number of present shareholders and proxies. I will get back to it very soon. So let's now look at the agenda, which we can see here, we will process cases according to this agenda, which is -- which follows the notice to the AGM. A few practical piece of information related to the COVID-19 situation and to minimize the risk of infection, we have needed to take action in connection with this year's AGM. As you could see in the notice, physical presence is a health risk, both for shareholders and for employees. Telenor has therefore advised shareholders not to be physically present and rather encouraged the shareholders to exercise their rights to shareholders through proxies or advanced votes. Shareholders have also been encouraged to follow this AGM electronically through live webcasting on the website of the company, where the AGM can be followed either in Norwegian or English. Shareholders have also had the opportunity to submit questions ahead of time as indicated in the notice. Any questions will be answered along the way. Telenor has made risk assessment and implemented a number of steps of protection for the parties present here today so that this can be conducted in a good and safe manner and in line with the guidelines of the authorities. All present persons have been given numbered places, and I ask you all to respect the limits of the distance. And after reviewing each item, we will give the persons in the room, the opportunity to ask questions. Whoever has a question needs to raise their hand and when indicated, you may go forward to the microphone and ask your question. If necessary, we will say that there is a limit on time, speech time. The CEO and myself, we have received proxies and advanced votes and then where it's left to the Chair of the Board or from me, we will vote to what is proposed by the Board, and these proxies will be reflected in the voting results, as you can see in the minutes. All present shareholders eligible to vote have received voting slips, while -- when registering. It has turned out that only exceptionally, there will be a need to use these. So most votings will be made by me first asking whether there are any comments to the motions. And if there are no comments, then the motion is considered to have been approved. If there are any comments to the motions for adoption, then I will determine whether this voting should be happened in writing or by a show of hands. And if it's done in writing, then the voting slips will be used. The first case where there might be a written voting, then we will use voting slip #1. For the second case, or the second item, then voting slip #2 will be used, et cetera. So in other words, the voting slip numbers do not correspond with the item numbers in the agenda. When voting, we will only include votes in favor or against a motion. So abstentions will not count. There has been -- it has been possible to do electronic advanced voting and votes given in this way will be regarded as withdrawn if the shareholder personally attends the AGM or by proxy. And then I will get to the list of presence at today's AGM. All together, 1,005,293,682 number of votes are represented. That constitutes, all together, 70.66% of eligible or voting-eligible shares. And all together, 1,045 million, 772 million 612 (sic) [ 145,772,612 ] shares are represented by proxies to the Chair of the Board or the Chair of the Meeting. We will inform you of voting instructions in the given proxies for each item of the agenda. And now we will move over to each item of the agenda. The first item is an approval of the notice and the agenda. The notice to today's AGM has -- was sent to all shareholders with a known address by the 20th of April of 2020, in line with the PLLC Act Section 5-10 and the Articles of Association. The notice and the other documents made -- referred to in the notice and in motions and decisions and the Articles of Association have been made available on the website of the company, pursuant to Article 8 of the Articles of Association. Are there any comments to the notice? If not, then the notice and the agenda are considered to be approved. Then we move on to Item 4, which is the appointment of a person to sign the minutes with the chair of the meeting. According to the PLLC Act Section 5-16 that the chair of the meeting and at least one other person appointed by the AGM should sign the minutes. And for this, we propose the representative of the Ministry, Bjørn Tore Sommer. Are there any comments from the AGM? If not, then this motion is considered to be approved. Bjørn Tore Sommer will then sign the minutes, together with myself. Let us now move on to Item 5, which is the statement by the Chair of the Board and the group CEO. Before the group CEO gives his account of matters, Jørgen Rostrup will give an introduction. Any questions you may have, both for the Chair of the Board and the group CEO. Under this item, we will take afterwards, after the accounts and the presentations have been given. So I'd now give the floor to the Chair of the Board, Gunn Waersted. Thank you.

Gunn Waersted

executive
#2

Dear shareholders, the year 2019 has been an eventful year for Telenor. When I stood in front of the AGM in May last year, Telenor had the day before announced that it had come far in its conversations with Malaysian Axiata concerning the merging of our respective Asian operations with a view to creating one of the largest telecom players in Asia outside China. This news item came only weeks after the notification of Telenor's acquisition, 54% of their shares in Finland DNA, an acquisition, which confirmed and cemented Telenor's Nordic position. These 2 notices clearly showed that the Board and the administration viewed, in positive terms, consolidation and the opportunity for economies of scale and to have a clear wish to strengthen their market positions in the Nordic countries and in Asia. Seeing in hindsight now 1 year afterwards, we can say we've only partially succeeded. DNA is now a wholly owned company of Telenor, while the conversations with Axiata were concluded without a positive result in late summer last year. However, this does not change our strategy of focusing powerfully in 2 regions, Nordic countries and Asia. Our belief in the economies of scale and consolidation for the telecoms industry are upheld in the best interest of our shareholders and customers, but also for employees and the societies in which we operate. Further, our strategy is clear in the ambitions and our ambition of creating growth, both through new customers in the markets in which we operate, especially those we call the emerging markets. But also equally with continuously developing services for our existing customers in all markets. And there are true -- 2 presuppositions, which are quite crucial in order to succeed in creating growth: one, to follow our customers very closely, really understand their priorities and needs and to deliver on this point; and two, to have the correct competency and the correct organizational culture. It's that simple and that difficult at the same time. The last building block in our strategy is to improve efficiency and improve quality of our operations. We've already made some inroads in our endeavors, operating in an efficient matter and a rational matter -- manner, among other things by using digital solutions and automation, joint purchasing procedures, global solutions, where this provides an advantage, good control systems and control routines, et cetera. And we see we are faring well compared with our competitors and other international telecoms companies. But this work in improving our operations cannot stop and continual improvement is a necessity in order to satisfy our customers' increased needs and increased demands concerning communication solutions and data access. And in the same way as it is a requirement in order to be competitive in regards to price and solutions and to operate in a defensible and socially good manner. Many challenges change little from year-to-year. There will always be demanding, such as the network security and the risk of cyberattacks, digitization, transformation, raising of competency and compliance. These will always be important challenges for an operation such as ours. I'm happy to say that we have worked well in these areas through the year and we've put behind us. One reminder that we can never relax and take a break in this work, however, was something we noticed in 2019. Telenor discovered a serious fraud in our partially owned Pakistani Bank. It's a clear reminder that we're already -- good work in order to strengthen compliance and internal control must continue. But it does feel to be rather strange to focus on the strategic platform and challenges from last year in a situation which we now are facing, which has lasted for a good 7 weeks and which we know will continue for some period of time. Coronavirus and COVID-19 have meant that we have quite a special situation for Telenor, not only in Norway, but also for all our employees working from home, but in all markets where we have employees and operations. Sigve Brekke will, in his account, make further mention of what is being done from our operations in this rather special situation. So I will, time being, I only say that we are very happy with how the situation has been handled, the best -- for the best -- in the best interest of our customers and employees. The fact that technology and access to communication solutions has worked in such a way, means that we have all been able to work from our home offices that the company can continue their operations. The children have had contact with schools and teachers and we've been able to carry out purchases online, and we've been able to maintain contact with our families and friends. This shows the crucial role a telecoms company plays in to modern society. Think if the virus had -- just imagine if the virus had affected us 20 years ago before the Internet was so publicly available, without video conference opportunities and mobile apps for everything. I'd like to mention 2 special matters related to corona situation. The Board discussed how we would act in relation to dividend payments to shareholders and variable payments to managers of the company in this situation that occurred in March of this year. 2019 was a good year for Telenor ASA, with the result of NOK 20,422 billion before tax and NOK 17,141 billion after tax, which against this background for publication early in February, was a proposed dividend of NOK 8.7. What is the situation today, 3 months after the Board decided to propose such a dividend? Result for 2019 remains unchanged. The company has continued -- and it continues to have a sound balance sheet. Liquidity, which is good and with satisfactory predictability and a certain flexibility in our investment plans. In such a situation, the Board finds it correct to follow the dividend policy, which was communicated to the market at the Capital Markets Day in January 2017 and later upheld Capital Markets Day early in March this year. The Board, with the support of the corporate assembly, therefore, proposes that a later point on the agenda for this AGM, that one should pay out a dividend of NOK 8.7 per share, in line with the company's dividends policy. The Board has also discussed payments of earned variable payments for the managers for 2019 with background and the same arguments as used in respect of the dividends payment. The Board has decided to stand by the agreements that it entered into with Telenor's managers and to pay out in accordance with performance-related goals on the agreed criteria. I'd like -- we'll get back to this during the statement concerning payments to managers later on the agenda. When the -- as regards any earning of variable pay for 2020, this is something the Board will assess when the accounting year has been concluded. Background in the situation that's occurred and which it affects the business to a very large degree. Company has resolved that the adjustment of salaries for managers, which normally occurs in the spring and summer of this year, will not be carried out at this point in time. Whether this will only be -- might lead to deferment or whether there will be no adjustment at all will depend on how the situation develops. Telenor has advantage of being in an industry which -- where there's less affected by the corona situation than many other operations, but we are the -- in the -- we are part of a large business, and we're in no way be unaffected. I will express a lot of great deal of gratitude to all our employees. I have managed to do a great deal of work in 2019 and brought the company well into the future and our work in order to achieve our strategic goals. And at the same time, also, I'd like to thank them for the great efforts in recent weeks where the infrastructure and communication have been so crucial for maintaining the whole societal machinery. Thank you so much. We've also learned a lot over these weeks. Everybody has now been completely digitized. Our customers the same and the same digital competency in society as a whole has increased considerably. All employees have worked digitally, all our Board meetings, managerial meetings are digital. That is on video with the same applies to our board meetings. So we should not underestimate the fact positive effects with all we -- all society have taken huge quantum leap in building digital expertise with the change in habits. The priorities are quite clear, to be available to customers to ensure that the technology is working and that the infrastructure is up and can tolerate the pressure that the employees are being taken care of and are not subjected to any health risk. Briefly stated that everything is working as well as possible. Not only the authorities have shown that they, in this situation, need to cut down on decision processes and the time that it takes from making decisions to implementation, we in Telenor have also done. So things we previously would have thought would have taken months to carry out, have now been done in a very brief time. It's important that all experiences and the learning now done be taken on in moving forward and that we bring it with us as businesses and as individuals. The new normal that will apply once the current situation has passed will be different than the normal we were used to before the corona situation. Our ambition is to use the experiences in such a manner that the services we deliver will be even better and will provide an even better customer experiences in times ahead. In any crisis, there are opportunities. And with a clear strategic starting point, we are well equipped and ready to take advantage of the learning and the experience in the best interest of our customers, shareholders, employees and the communities we are so lucky to be a part of. Thank you.

Bjørn Næss

executive
#3

Thank you to the Chair of the Board for a thorough account. And now I will leave the floor to the CEO, Sigve Brekke, who will now give a statement of the company's business strategy and prioritize -- priorities.

Sigve Brekke

executive
#4

Thank you, Bjørn Erik, and thank you to the Chair of the Board. It's -- it feels a bit miserable to have a practically empty room in front of us when informing of what our company is doing. But I do hope that many of you are following us through our webcast so we can talk to or communicate in that way. However, what is very inspiring in these challenging times is to see what a company such as Telenor, in fact, means as part of keeping the structures of society going and the importance of the services that we offer. But I'll get back to that soon. The slide that you can see now says briefly is the Telenor that we know today. 1.5 years ago, we chose to change our vision a bit. And we now describe it as it says on the slide. We -- and we can say that this is not only a vision, but also in 2 sentences, describes our strategy. We connect you means that we connect, it means that we will invest in infrastructure. We think that what running infrastructure in a digital world will become even more important than what it has been in an analog world. That's why we're investing in our new network. And we connect to you. That means that we wish to offer digital reality and even better solutions for you as a customer regardless whether you're a mass-market customer in Bangladesh or a company customer in Norway. What means the most means that we also need to add services on top of just having a network. Some of the services we will offer ourselves, some of those services, we will do in connection with partners. And that's how we build a stronger society. As an important player of society, we also want to be part of building strong societies across all of the 9 societies in which we operate. Telenor is, today, consists of 2 main regions. It's the Nordic region. And after we bought into Finland as the Chair of the Board stated, we have now a solid presence, both in Norway, Sweden, Denmark and Finland. And then we also have the growth markets in Southeast Asia. 10 million customers in the Nordic region and then almost 180 million in Asia. And then you can see that the profitability for the customers in Asia is somewhat lower than what it is in the Nordic region. But at the same time, the cost levels are also different so that there's good profitability also in the Asian markets. Moving in a digital world provides both opportunities and threats. And for a company with more than 160 years of tradition and experience, obviously, we need to build on our experience, but at the same time, we have to have the ability to change. Briefly stated, you could say that the digital reality means that things are no longer national. It's a global competition. And then I'm thinking of global competition against the large platform parties such as Facebook, Google and so on, so we need to be global. Size matters. And then things run so much faster. It's no longer possible to know where you'll be in 5 years from now. So the ability to change quickly and adapt quickly is crucial to succeed. And the third element is that nobody is large enough alone. We all need to collaborate. Even for giants such as Telenor, we need to have partnerships, not only to buy equipment from our suppliers, but also to develop things together with them. And this is the background why the administration, along with the Board, over the last 3, 4 years, have worked a lot on preparing for a new digital reality in which we can also take on some of the new opportunities. That's why I'm -- I find it quite interesting that some of our efforts are already seeing results. It's interesting that once this corona epidemic came that we could immediately implement some of our new plans and we have 20,000 employees now working from home in 9 markets and handling 190 million customers. And we were able to do both the customer call centers, the operation centers and all those, we were able to put home in the home offices. And that shows that the investments we've made in digitalizing our business is working. And these past few weeks, we've been able to run the operation pretty much as it was while we were still in our offices. Next slide, please. And what we can see now is that, that infrastructure that we have has never been more central than what it is in a world where people are using digital services more and more. Some figures here. We can see that in data traffic, we can see that Asia is increasing considerably, practically, a 25% increase in data volume. That's because people in Asia, they don't have broadband at home, and -- but in Nordic region, it's more of a margin goal. So in the Nordic region, people when working at home will be using their fixed networks, which are also often offered by Telenor. But in voice traffic, it's different. In Asia, people don't call all that much more. But in the Nordic region, we see that it's practically exploded, 60% more calling regular telephone calls between our customers than before the corona epidemic came. We -- last year, we invested about 17% of our income, of our revenue in our networks. This year, we also entered the year with about 17% -- or NOK 17 million, NOK 18 million. And then we said for the first quarter presentation, that well, we'll take it down to 15%. But still, it's considerable investment. In Norway alone, we invested NOK 5.5 billion. We're the largest investor in Norway. And that shows that -- how important it is to the first part of our vision that we're connecting, and we have strong networks. That is something that we're focusing on a lot now where our nets are stressed. And then that needs to be handled in just as good of a way as before the corona came. And then we can see that we get something back from our -- we get a return on our investments. Some examples of this. In GP, that's the Grameenphone in Bangladesh, we have 74 million customers. Most of them are cash card clients, not the way we have it in Norway with a monthly subscription. And most of them, several times a week, they will go and top-up their cash card with cash because they don't have a bank account. They're not used to saving the way we've seen this part of the world. And then we see what happened when the markets were closed down and many of the shops were closed. We have a 50% increase through digital top-up of the card. And we've seen a 43% growth across digital platforms in GP, and that was quite manual before the COVID crisis came. Same thing in Malaysia, 138% increase in sales of those who buy the digi store online. In Denmark, we also see a 30% increase of digitalization. And we wouldn't be able to do so if we hadn't invested in those digital platforms. And then, as I said in our vision, we also have taken on to be an important partner in society, and that is especially important in these times that we're facing now. I'll start with the items in the middle now, mobile data fighting the virus. And those of you who've lived here in Norway, you've seen how we work together with Norwegian health authorities. Here, again, Telenor was very well prepared. This is something that we have, in fact, done since 2013 when we started to work with the health authorities in Bangladesh -- sorry, in Pakistan and later in Bangladesh and then in Thailand, when we -- in those markets, we worked on looking at the spread of the dengue fever and also malaria mosquitoes. And when we then saw opportunities of doing something similar in Norway, we decided to work with the Norwegian health authorities. It's quite that simple that we use the movement patterns we see with our customers, we continue. So -- and we see how it's behind us. So we provide this information then to the health authorities so they can use this to prepare how the infection may spread. And also, they can plan for hospital capacity, et cetera. We can do this in several markets. The caring and sharing. We take paid course material. We've invested in, and we have provided this for other people. And one example here from Malaysia, where we have had campaigns so we can invest money in COVID-19 equipment for those who may need it in the health authorities. And since we were well prepared when the crisis occurred, we have, in relative terms, done quite well. We've had quite well with the share market. We've done this over the last 3 or 4 years. But this graph shows from the 3rd of March 2020 until the end of April 2020, we've seen we have fared better than the Oslo Stock Exchange, the line in the middle, and then the European Telecom ranking as well. So we've done well by simplifying Telenor, globalizing Telenor and digitizing Telenor as well. We had our Capital Markets Day on the 3rd of March this year. And these were the 3 main items that we spoke about to our investors and it said something about what strategic direction we would follow in the -- over the next 3 years. It has to do with our positioning for growth to continue to modernize telenor and also to continue with responsible operations, and I'll give you some examples from each of these 3 items here where we wish to position in terms of growth. We had a good start to this year. We had 2% growth in revenues in the first quarter this year. And we saw that the coronavirus began to play a role and began to affect us in the last 2 weeks of March. We see roaming our revenues, which are quite large for us in Norway and the Nordic countries disappeared because people no longer traveled. And we see also the shutting down of markets in Southeast Asia meant that it wasn't that easy for people to top-up the pay-as-you-go cards. We see now we -- it is having an effect on us in our revenue's position. And we try to count on how long the markets in Southeast Asia will be closed down, but we do see we have a possibility of -- to potential for growth is to get more and more people to use data. This slide here shows that in what we call the growth markets or emerging market -- growth markets in Asia, there's still a lot of people use the basic services rather than data, speech and SMS. When people get a new smart telephone, they go from an old-fashioned telephone and then begin to use smart telephone. We do get growth from that as well. This is one of the growth areas we have. From the first slide, you see 100 -- almost 180 million customers in Asia. And then we see the growth potential we have there in the years ahead. But in the middle here, this is the more mature markets and how we think things will develop. We see that 2/3 of the growth that we see in increased revenues per customer comes from new services in addition to data packages. One thing that is quite popular is insurance and security solutions. And we like to carry this and move this on to the rest of the Nordic countries. On the right-hand side, we see the growth we have because we're now rolling out new fiber network and what we also call a mobile broadband, where you can use the mobile network. And to have a modem at home, and you can use that for our broadband solution. In the first quarter alone, we rolled out 13,000 new fiber solutions to 13,000 homes and 17,000 homes had a mobile broadband solution as well. This is what we see on this slide here. And now we are able to compensate for the loss of our customers who used copper network. If we go on to the next slide now. Here's an example of how we've modernized our core activities. We take the data traffic into the cloud, and we use the digital solutions, and we are really are at the forefront in the industry in how far we've got so far. Obviously, 80% of all data traffic now is in hybrid cloud. And still on the left-hand side here, you see we're investing quite a lot in building our organization for the future and competency for the future. Our 3-year plan now we've had a training program for our -- 20,000 of our employees. We've challenged them to take at least 40 hours a year of time of work so they can learn new competency areas within their areas of excellence, and what we call as an agile team or project-based team management. So -- and we are digitizing our customers. We have 1 million points of sale in Asia. And I've said this generally have largely been physical. Now we have a digital contact with these points of sale. We're investing in automization of our operations and using artificial intelligence to make sure that each of the towers we have, we have 120,000 towers in Telenor, each of these is to be a factory. So after we've invested in equipment there, we can utilize maximum potential there. We can fill the capacity that is there. And we then need something more than manual work in this respect. We're investing in 5G. We've launched 5G in 9 locations in Norway, just as the corona situation arrived in Norway. We have 5G launched in Finland just before Christmas. And also a 5G pilot in Denmark, Thailand and Malaysia. And perhaps the thing we're most pleased with is that we are building the network for the future, that is we're building most modern network in Norway. As far as I know, nobody else of the mobile operators in Europe, are going from the old copper-based network and going to the digital network as quickly as we are doing now. For the year -- last year, we said we were closed down. We had 4 years to close down the copper network, and the transformation is going as planned. And when you then destructure or stop using your copper network and your fixed line, your landline, you will have now compensation for the broadband solution. And the last point I said is a responsible operations. We have an environmental ambition, which says that we will reduce 5% of carbon -- 50% of carbon emissions in Asia, and we will be carbon neutral in Norway by 2030. 96% of all emissions we have are from Asia, only 4% are from the Nordic countries. So as such, it's far easy to be carbon-neutral in the Nordic countries, and the 96% of emissions from Asia, only 16% of these come from diesel aggregates. And if you manage to manage these 16%, we can do so because we can have solar-powered panels. The rest of it comes from energy that is generated in a non-environmentally friendly manner. If we are to achieve this, we'll have to go into work together with other players. But it is a tough ambition. We've also set ourselves a goal that we will train 17,000 hours for our suppliers. The objective is that we'll have environmental and health standards in Asian operations, which are on par with what we have here in Norway. And in order to achieve that, we do need to train and work at it. We've also set ourselves a goal that we will increase diversity, as we call -- what we call management positions in Telenor, the top 140 managers in all our companies and also those who report to the group management, around 35%. We wish to increase to 35% of women in management positions by 2023. And we also wish to increase other types of diversity. We have a project we called Open Mind to help people who have -- are outside ordinary employment. We have this in Sweden. We have it in Pakistan, and our goal is to have this in other operations as well. In addition, as a global company, we also wish to increase our cultural diversity in our company. For example, we have 4 nationalities in the mix, and in all companies, over at least 2 nationalities. And finally, we will make sure that people who do not use digital data of our customers is that we will, I guess, many to do that. So 65% active data users within the year 2023. We are carrying on. And I'll carry on with what the administration has been working on for the last 3, 4 years. And we see that Telenor now is well equipped to take on board both the threats and also the potential that lies within a digital change. Thank you.

Bjørn Næss

executive
#5

Thanks, CEO Sigve Brekke, for his presentation and his information. We have representative of the state represented by the Ministry of Trade Industry and Fisheries, Bjørn Tore Sommer, he's also asked to -- for the floor and to give us a brief statement on this item of the agenda. Please go ahead. You have the floor. Thank you.

Bjørn Tore Sommer;Ministry of Trade, Industry and Fisheries

attendee
#6

Yes, hello. My name is Bjørn Tore Sommer, and I'm representing the Ministry of Trade, Industry and Fisheries. The ministry wishes to give a brief statement to the AGM about the new report of the government, it's to the Storting, and it reviews the ownership of the state and also the statement of the purpose of the ownership for each company. In November, the ministry presented the report, the state's direct ownership in companies' sustainable value creation before this Storting. And out of consideration to the co-shareholders in Telenor, we will here give a brief orientation of the objectives of the state and the reasons of the ownership in Telenor and also to say something briefly about how the state is exercising its ownership. As it can be read in the report, the aim of the state as an owner in Telenor is the highest possible yield over time. The highest possible yield over time requires that the company is sustainable. This implies that the company's balancing financial, social and environmental aspects in a manner which would serve to contribute long-term value creation. The reasons stated by the state for the ownership of the company is to maintain a leading technology and industrial company with the headquarter functions in Norway. And the framework of the exercising of this ownership is fixed and the most central frameworks are gathered in the 10 principles of good corporate governance. And the state's ownership practice will contribute to reach the aims of the state to -- of the highest possible yield over time. This is done, among other things, through the state voting in favor of competent boards through the report's places expectations on the companies and will follow-up the companies in a systematic manner in line with the ownership policy and that the state is also open of it -- or transparent about its exercising of ownership. And if you want to read more about this, you can do so in the ownership report, which is published on the website, eierskap.no. And now that I have the floor, I would also like to take advantage on behalf of the ministry to thank both the Board and the management and the employees and other within Telenor for the efforts that you are making. We greatly value your efforts. And as the Chair of the Board and the CEO have also mentioned in their statements, Telenor is operating in an industry where there are rapid changes. And in the recent times, in the situation we're now in the midst of has only strengthened that. And has served to show how fundamentally important Telenor's business is to so many people. So again, thank you so much for all the effort that you're making.

Bjørn Næss

executive
#7

Thanks to the representative of the state, Bjørn Tore Sommer, and his presentation and his statements. Before we go on to the next item on the agenda, I would like to ask the question whether there are any comments to either of the presentations. There aren't any. So then we will move on to next item on the agenda, and then we get to Item 6. And this is the approval of the annual accounts and the annual report for Telenor ASA and the group of the accounting year 2019, including the proposal of distribution of a dividend. This has been made available on the website according to section -- to Article 8 of the Articles of Association. The following orientations will be given in this -- under this item. First CFO, Tone Hegland Bachke, will provide further information about selected items on -- in the annual accounts. And then the Chair of the Board, Gunn Waersted, will provide information on the Board's proposal to the allotment of the annual result. And I ask for any questions to be raised after all the presentation. So now I will first give the floor to CFO, Tone Hegland Bachke. Then you can go to the next slide.

Tone Bachke;Chief Financial Officer

executive
#8

Thank you, Bjørn Erik. Sigve reviewed the strategy that we planned for our -- that we presented on our Capital Market Day. And I would just like to say that, that continued strategy that we had been delivering on for 13 subsequent quarters, I will now review the accounts for 2019. At the beginning of 2019, we established guiding to the market and we also delivered solid results. The year ended according to the prospects that we had imagined, and this was along 3 dimensions. We delivered an organic growth in subscription and traffic income of 0.4%. And we had an organic EBITDA growth of minus 2.7%. And we had a CapEx exclusive of licenses of NOK 16.6 billion, all 3 within what we had communicated. In 2019, we -- Telenor implemented a new IFRS 16. On this and the next 4 slides, we will, for your information, show the figures according to the IAS 17 in order to compare to the previous years' development. We'll start with the revenue for the turnover. In Bangladesh, we saw a strong increase in income run by continued customer growth. We also saw a positive contribution from Norway driven by mobile ARPU growth from supplementary services. And as Sigve said, very strong growth in fiber and mobile home broadband. Despite a drop in revenue on the annual basis, both in Thailand and Myanmar, we were able to turn around this development in both markets back into growth in the fourth quarter. In Thailand, through over the year, we carried out a massive rollout and improvement of the 4G net, and that increased customer satisfaction and data consumption by 70% in the fourth quarter compared to the same quarter the year before. In Myanmar, both the customer and data growth continued with 5 million new customers and a data growth of 35% through 2019. In Denmark and Sweden, the price pressure continued on the customer base in Sweden, especially driven by a tough competition within the major business account segment. In Pakistan, the challenging macro situation continued and negative influence of the implementation of a service tax in April 2019. In total, for 2019, this gave an increase in subscription and traffic income of 0.4%, equivalent to NOK 300 million. Then I will go on to talk about the cost side. As mentioned by Sigve, modernization is an important focus area for us. Modernization doesn't only mean to reduce costs, but also to make efficient the operations and to renew the company. So that we remain relevant for our customers, and we retain flexibility to adapt to changes in the market dynamics and needs. This is -- become very clear in recent times. In the Capital Market Day in 2017. We set ourselves the ambition of having a flat cost developments in 2017, followed by 1% to 3% annual reduction in costs in the period 2018 to 2020. Here, we delivered quickly in respect of our plans and achieved a 3% reduction already in 2017, corresponding figure in 2018. The reduction in 2019 was 1%. In our opinion, there is still potential for continued improved efficient -- efficiency and modernization, and we stand by our ambition of reducing costs by 1% to 3% until 2022, as communicated on the Capital Markets Day earlier this year. In the future, structural initiatives will play an even more important role. In 2019, these comprised approximately 15% of cost reductions. And in the future, we expect that their contributions will increase even more. Moving then to profitability. In 2019, we have -- had an EBITDA margin of 40% and good profitability in all operations. If we adjust in accordance with IFRS 16, EBITDA margin was 44%. We saw, in total, an organic reduction in EBITDA for other revenues and costs of 3% when the cost savings -- this cost savings did not completely cover the reduction in gross earnings. Next development has essentially been driven by a continued challenging macro situation service taxes in Pakistan and Thailand, with 3.5 more month payment to TOT for 2.3 gigahertz spectrum, approximately NOK 500 million. Malaysia experienced weakened -- continued to experience tough competition in prepaid pay-as-you-go cards or segment. Despite the fantastic development in Myanmar with both customer and data growth, we experienced here in 2019 a negative development in EBITDA, driven by price pressure. In Bangladesh, we experienced organic growth in EBITDA, driven by continued strong customer growth, 5% in the year, S&T growth of 10%. Sweden is affected by our continued tough competition and negative effects from the top line and the transition from xDSL to service suppliers of fiber, lower margin, do not -- are not completely covered by the cost reductions. In Norway, we saw a positive development in our returns in spite of the implementation of the resource demand and reduction of our copper network, et cetera. We then go to the next slide. Net liabilities increased by NOK 43.6 billion through 2019, driven by the acquisition of DNA of NOK 27.4 billion, total acquisition of 100% of the company and the corresponding NOK 5.2 billion net interest-bearing liabilities from the company. And in connection with the presentation of results for the fourth quarter of 2018, we announced a new interval for net liabilities of -- in EBITDA leverage. This figure before the implementation of the new IFRS 16, which among other things, was in NOK 1.5 billion to NOK 2 billion. In 2019, the net liabilities ended at an EBITDA of NOK 1.8 billion. Implementation of the new accounting standard, IFRS 16, which among other things, affects the accounting relating to leasing obligations implemented from the 1/1/2019 will affect our net liability, EBITDA leverage, approximately 0.3x, a new figure interval maintains the same financial policy will thus be 1.8 to 2.3x net liabilities. In recent years, we've had an increase in ordinary dividend payments per share, approximately 4% each year. This has also been topped up with the buyback over the last 3 years. In addition, we also distributed an extraordinary payment of NOK 4.4 per share in 2018, which means the last 3 years, we've given NOK 60 billion back to the shareholders. For 2019, we also proposed 4% growth in ordinary dividend payments per share, in line with the ambition of year-over-year -- year-on-year growth in ordinary dividend payments. This will comprise approximately NOK 12 billion, giving back to the shareholders for a total of NOK 71 billion between 2017 and 2020 4-year period. We then look at the profit and loss. We see -- as you see, it's had less of an effect on this. But EBITDA, however, increased significantly since leasing agreements are now charged to the balance. And depreciated over the expected leasing period instead of being charged to cost for the leasing cost. At the same time depreciation and interest costs are increasing, which essentially neutralizes the effect on the annual account. The EBITDA for 2019 is also positively affected by the consolidation of DNA with NOK 1 billion. Net financial results were minus NOK 3.9 billion, this is largely due to net interest costs of NOK 3.7 billion, a disagio of NOK 300 billion -- NOK 300 million relating to liabilities nominated in USD and set off against received dividend payments from VEON of 60 million -- NOK 600 million. In line with -- on the line for discontinued operations, we find annual results from Canal Digital of NOK 1 billion after the decision to combine this with Nordic Entertainment Group's satellite-based entertainment operations. We have now been through the main features of the Telenor Group's consolidated results. I'll now go through the Telenor ASA, the parent company results for 2019. Telenor ASA is a holding company and includes the group management concern functions, research and development and Telenor's internal bank, ASA. So Telenor ASA's operating revenues largely consist of sales of group services to other group companies, sale of research and development services and the sale of other consultancy services. Telenor ASA carries a large part of the external financing -- is responsible for a large part of the external financing of the company and provides loans to and receives placements from good companies. Net financial items showing for 2019, a result of NOK 21.2 billion against the NOK 57.6 billion in 2018, both 2018 and 2019 have very good financial -- both very good financial results. In 2019, this essentially comes from group contributions and dividend payments from subsidiary companies of NOK 23.1 billion, of which NOK 12 billion comes from dividend payments from the subsidiary, Telenor Mobile Holding AS in 2019. In 2019, the subsidiary company Telenor Mobile Holding provided NOK 22 -- 55 -- 45 billion in dividend payment. Finally, let's take a quick look at the parent company's financial position. Telenor ASA's balance sheet shows a book value of assets totaling NOK 185.8 billion. So the cash effective for dividend payments of NOK 12.1 billion and the buyback of shares of NOK 6.1 billion. The equity was only reduced by around NOK 0.8 billion. The results for the year in 2009 for the parent company was NOK 17.1 billion, consisting essentially of group contributions and dividend payments from the company. The group proposed payment -- dividends of NOK 8.7 per share is NOK 12.4 billion.

Bjørn Næss

executive
#9

Thank you to Tone for a review of the accounts. So now I will give the floor to the Chair of the Board, Gunn Waersted, who will inform of the Board's proposal to the allocation of the annual results. Thank you.

Gunn Waersted

executive
#10

Result for Telenor ASA 2019 was NOK 17,141 million after taxes and a dividend of NOK 23,151 million, and the Board proposes the following allocation of the result after taxes, we will transfer NOK 17,141 million to withheld yield or profits. And after the allocation, the treasury or the equity of Telenor ASA adjusted for share capital will be NOK 96,648 million, and the Board proposes a total dividend of NOK 8.7 per share, approximately about NOK 12.4 billion. And this dividend is suggested to be paid in 2 tranches of NOK 4.4 per share in May and NOK 4.3 per share in October of 2020. Thank you.

Bjørn Næss

executive
#11

Thank you for that information about the Board's proposal to the allocation of the annual revenue or the annual results. And then we will move on to the next item that is related to the auditor statement. It's the company EY, represented by responsible accountant [ Erik Momlent ] who has revised -- who has audited the annual accounts of Telenor ASA and they have submitted a clean audit report without any reservations, but with a specification on the so-called BTRC case in Bangladesh. And auditor [ Momlent ] is present today, and he's able to answer if you should have any questions. But there are no questions. Then we will move on. First, a little bit from the corporate assembly, as mentioned, in their meeting, the 25th of March of this year. The assembly reviewed the motion of the Board to the allocation of the annual -- the results. And the statement of the corporate assembly has been included in the Norwegian version of the annual report on Page 144, and it sounds as follows. The corporate assembly of Telenor ASA made the following decision on the 25th of March 2020. The corporate assembly recommends for the AGM to approve the Board's motion of the annual accounts for 2019 for the group and for Telenor ASA as presented to the corporate assembly and by transferring NOK 17,141 million to withheld profits and to pay a dividend of NOK 8.7 per share to be paid NOK 4.4 and NOK 4.3 per share in May and October, respectively. So then I ask you the questions, I ask following. Are there any comments or any questions to the most recent presentations or to the auditor, I already asked about that. There doesn't appear to be any. Then we will go back to the formal decision to be made regarding the approval of the annual accounts, the annual report and payment of dividend. And so we propose for the AGM to make the following decision. The AGM approved the annual accounts and annual report of Telenor ASA and the group for the accounting year -- the financial year 2019, including the allocation of the annual profit and the allocation of dividend of NOK 8.7 to the shareowners registered at the end of 13th of May 2020 and 9th of October 2020, respectively. Are there any comments from the AGM to this motion? I can inform you that for this item, we've seen or registered 220 million or the equivalent of 220,903,619 shares, of which 3,089,000 voted against the motion and there are 2,512 abstentions. So I thereby establish that this motion has been approved. Then we will move on to Item 7, which is the approval of the remuneration to the external auditor of the company. Then I will give the floor to CFO, Tone Hegland Bachke, who will inform of the remuneration to the auditor.

Tone Bachke;Chief Financial Officer

executive
#12

The remuneration to the auditor is distributed of statutory audits and other remuneration. As for previous years, this is included in the annual report in Note 34 in the group accounts. The remuneration to the auditor for the audit of 2019 was NOK 4.84 million. The audit fees and, as normally, will include the statutory or the determined audit and is limited review of the quarterly reports. For Assurance Services, the remuneration was NOK 1.10 million and the fee is primarily related to assurances as a consequence of legislation. For tax-related services, the auditor's remuneration was NOK 4.97 million, and this is mainly related to tax-related assistance and information of tax rules and consequences. For other services, the auditor's remuneration constituted NOK 5.73 million, and other services related primarily to the review of processes, projects and suppliers as well as financial due diligence in connection with acquisition, sales and other transactions.

Bjørn Næss

executive
#13

Thanks to Tone Hegland Bachke for this orientation. And I would like to remind you that this AGM is only supposed to approve the remuneration of audit of the parent company, Telenor ASA, and not all subsidiaries. And with that, I propose that we make the following -- that we adopt the following motion. The AGM approved the remuneration to the auditor for working on the audit of Telenor ASA of NOK 4.84 million. Any comments to this? I can inform you that for this case, all together, 27,196,368 votes have been cast according to the advanced votes and proxies against this and 4,430 abstentions. So thereby, I establish that this motion for the remuneration for the auditor has been approved. Then we will move on to Item 8 of the agenda, and that is the information of the Board of Corporate Governance, and I will give the floor to Gunn Waersted.

Gunn Waersted

executive
#14

Thank you. Telenor has given an account of the principles and practice of corporate governance according to the Accounts Act on the Norwegian recommendation of corporate governance. This statement has been given as part of the Board's annual report, and this document is available in Norwegian and English on the Telenor website. This is a process that the Board has reviewed and adopted this account for corporate governance at the Board meeting of the 24th of March 2020. The Board considers good corporate governance as decisive in order to ensure the greatest possible value creation over time. In the best of the shareholders, customers, employees and other stakeholders of Telenor. Good and sustainable corporate governance is a key factor in succeeding in the global market, characterized by strong competition and regulation, constantly changing customer needs and technological advances. The Board places a great emphasis on maintaining high standards for the corporate governance in all parts of the Telenor Group aligned with both Norwegian and international accepted principles and practice. Telenor's principles and practices of corporate governance are regularly treated or discussed on the Board and are reviewed formally once a year on the Board and by the Board's People and Governance Committee. Let me provide you with a brief review. The top organ in Telenor is the AGM. Here, this is where the shareholders make central decisions for the company, such as approval of the annual accounts and determination of the dividend and elections of members to the corporate assembly and the Nomination Committee. The corporate assembly will, among other things, elect members for the Board and comment on the proposals for the annual accounts. Management of the Telenor Group is the remit of the Board of Directors of Telenor ASA. The Board shall ensure there is a defensible organization of operations. And the Board will hire -- and the group CEO, Group CEO, who is responsible for day-to-day management of operations and to ensure that the group is operated and developed in accordance with legislation. The company has such articles of association and decisions made by the Board, the corporate assembly and the general meeting. Board of Directors attaches great importance to the fact that all parts of the Telenor group have a high ethical standard and that Telenor exercise its social responsibility in a good manner. Openness and trust-based cooperation between all parties and interested parties in the group is presupposition for ethical business conduct and good corporate governance. A robust management model requires both appropriate design and effective implementation. Telenor has adopted a framework for corporate governance, which comprises Telenor's ethical guidelines or code of contact -- conduct, group steering principles and set policies, manuals and guidelines, processes and systems for follow-up and reporting. The steering documents set a standard for -- which will govern all operations, regardless of where these take place. Steering principles, the group governing principles were updated and approved in December 2019. There were also 14 policy areas, which were updated in 2019. The details have been described in the account for corporate governance in the annual report of Telenor, which is available on Telenor's website. I'll now pass the floor to Bjørn Erik.

Bjørn Næss

executive
#15

Thank you, Gunn Waersted. I'd just like to say that there will not be a vote on this matter, unless there are any objections. We will note the following in the minutes; the general meeting dealt with the declaration given by the Board concerning corporate governance, the general assembly took under advisement this account. I just propose that this be noted in the minutes. Then moving on to Item 9 on our agenda, which is the Board of Directors' declaration on stipulation of salary and other remuneration to the executive management. Under this item on the agenda, we will deal with 2 matters. That is Item 9.1, which is an advisory vote on the Board of Directors' guidance on stipulation of salary and other remuneration, and then Item 9.2, which is approval of the Board of Directors' guidelines on share related incentive arrangements to the executive management. I'll now give the floor to the Chair of the Board of Directors and the Chair of the People and Government -- Governance Committee, Gunn Waersted, who will provide you with information about the Board of Directors' declaration concerning stipulation of salary in Telenor.

Gunn Waersted

executive
#16

Begin with, I'd like to say that the declaration concerning salary and other remuneration is included in Appendix 2 to the notice and to Telenor's annual report, report concerning corporate governance, Chapters 11 and 12 and it's thus been made available to all shareholders. This declaration is in line with the rules concerning the Public Limited Liabilities Act, the Accounting Act and the state guidelines concerning executive management remuneration and Norwegian recommendations for corporate governance. We've made some changes in relation to previous year's declarations to meet with wishes concerning great insight and greater transparency. And I'll also now briefly give you an account of these key parts of the remuneration policy in Telenor Group and specifically speak about the changes that we made in relation to previous year's declarations. I'll also give you a brief information about the assessments made in relation to the implementation of the pay adjustment and incentive schemes in light of coronavirus situation. Before we move on, I will mention that the Board of Directors previously has worked closely with the People and Governance Committee, abbreviated to PGC, which is an advisory body for the Board of Directors. Proprietary Working Committee, which provides assistance to the Board with tasks relating to corporate governance, payment, succession planning and management and cultural development, mainly consist of the Chair of the Board to shareholder-elected Board members and an employee representative, the group CEO and the Group Director for HR, take part in the meetings on a regular basis, while other representatives and management meet up to discuss individual cases. In 2019, the committee has had a special focus on assessing implications of the new EU directive relating to shareholder rights and to develop the Board's declaration concerning salaries and remuneration to increase transparency and understanding concerning the Telenor Group's payment policies and practice. In working on this, this has led to changes following extensions and/or changes or additions to the statement. The link between performance policy and schemes and the corporate strategic priorities, definition and explanations of key indicators used in the respective incentive schemes and goal achievement, pay development for the years for the group management and the share of respective pay elements, they comprise of the individual total compensation, individual conditions for individual members of the group management where these deviate from state guidelines. And finally, the fifth one, declaration has also been included in the Board's report in the annual report to make it more easily available. So then to performance policies for 2020. The Board has elected essentially to continue the company's policies and schemes for 2020 and the changes I would mention, a change in key indicators and the tie-in time relating to long-term incentives approved by the general meeting in 2019 and an extension of the conditions in the company's incentive plans relating to being able to demand back variable compensation. If it shows afterwards that the basis of compensation was based on incorrect information and/or calculations. This is the so-called clawback clause, such a condition becomes more and more commonplace in Norway and internationally. At an overarching level, Telenor supports the performance policy, company strategy and culture by contributing and assisting and Telenor is able to withdraw, motivate -- to attract, motivate and maintain the correct people in order to create long-term values for the group and the group's interest parties. The total remuneration shall motivate employees to deliver on the group's priorities in the short and long-term and to contribute to strengthening community of interest between leading executives and shareholders. Further, the level and composition of the remuneration shall reflect in respective markets. Telenor has operations -- in which Telenor has operations, both in Norway and internationally. Basic salary comprises the main part of the total pay and remuneration for all leading employees in the group level for the individual pay settlement has been based on the role and the responsibility performance and local market-based circumstances. All members of group management and other leading executives take part in the collective short-term incentive scheme, STI, which can provide an annual earning payment of variable salary based on the group's results in several areas. The Board revises and approves the criteria on an annual basis in order to ensure that these reflect the group's strategy and central priorities in line with the state guidelines for remuneration of executive management. Members of the group management on an annual basis, maximum, earn 50% of their basic salary through this scheme. Same group of leading executives also take part in the company's long-term incentive scheme, LTI. In this, the group CEO and the group directors can maximum receive a cash repayment of 30% of their basic salary. The amount after tax is invested in Telenor ASA's shares at a market price. The Board has approved for allocation in 2020 based on the achievement of financial results, measured through the underlying free cash flow for the group and development of the shares total result in relation to the European telecommunication market over a 2-year period -- 3-year lock-in time for these shares. The Annual General Meeting shall vote separately on the share-based schemes under Item 2 -- 9.2. Leading employees also have, like other employees of the company, the possibility of buying shares of up to 4% of their annual basic salary with a discount of a maximum of NOK 2,000 if Telenor ASA develops better than the STOXX Europe 600 over a 2-year period, they can have further shares based on their own investments. The allotment can in maximum be 3x the invested amount. This is a taxable benefit, and is reported for members by the group management under other benefits in the annual report. Furthermore, I would like to inform you of the payment and the group management and the group CEO. For 2019, the overall compensation to the group management was NOK 78.3 million against NOK 81.6 million in 2018. The overall compensation to the group CEO constituted NOK 14,524 million in 2019, a reduction of about NOK 1.4 million from 2018. The reduction is primarily due to lower variable income and other benefits or other remuneration as stated in the annual report. As part of the fixed annual assessment in the company, the pay of the CEO was adjusted by 3.4% with effect from the 1st of July of 2019. This is equivalent to the framework of the income adjustment of other employees in Norway for the same period. In their assessment of his performance, the Board has in addition to the results achieved on the financial and operational criteria, chaired by the group CEO and the rest of the group management also considered other key priorities determined, especially for the group CEO, including running or driving clear growth and structural agenda, customer focus and team and management development. On this basis, the final achievement was determined, resulting in a variable income of NOK 1.928 million for 2019 and variable pay constituted 30% of his basic salary and 30% of the total compensation for the period. Furthermore, the group CEO and other management employees got the full allotment of the LTI shares as a consequence of the financial results. That is 30% of their basic salary. And this allotment was given under the LTI that was determined on financial results in 2018, measured by the underlying free cash flow. And this target was achieved and resulted in a full award of shares with the purchases carried out on the 9th and 10th of May of 2019 at a share price of NOK 172.48. The group CEO can retire when he has turned 65 years of age. Further details of the remuneration for the group CEO and the group management have been described in the annual report. And now I'll briefly inform you of our considerations related to adjustments and incentive schemes in the light of the corona situation. As all of us were affected by the extraordinary situation in which we find ourselves, it's the Board's view that the companies in such situation need to be especially cautious in making decisions and to take care of a wide range of considerations and interest, including the financial situation. And as for 2020 and key indicators, these had already been decided and communicated ahead of the corona situation. And it's the view of the Board that these key indicators are still reflecting the true priorities of the companies. And that we have sufficient flexibility for the Board at the end of the year once the outcome is known, can ensure a reasonable and sensible outcome. Furthermore, the Board has considered that it's important to keep the focus on the long-term value creation in a time such as this one. And therefore, we've chosen to extend the LTI scheme in 2020, in line with the valid agreements. In closing, I would like to emphasize that Telenor is operating in several markets internationally. And the Board, for that reason, needs to continuously handle challenges related to remuneration of the management employees. The aim of the Board is not to be a wage leader, but to ensure competitive terms to attract and engage and retain management in Telenor in a competitive and global labor market, while all the guidelines related to payment and remuneration from the majority shareowner are being ensured. I believe that the Board in 2019 has carried out its assessment in a satisfactory manner. Thank you.

Bjørn Næss

executive
#17

Thank you to the Chair of the Board for a full and detailed information on this point. So then we propose for the AGM to make the following 2 decisions. To 9.1, which is a consultative vote over the Board's guidelines for the determination of management pay. The AGM supported the statement of the Board of determination of pay and other remuneration to management employees, as described in Telenor's annual report, Chapter 11 and 12 of the annual report. And Item 9.2, which is the approval of the guidelines for the Board of share-based remuneration. We propose the following: the AGM approved the Board's guidelines for share-related remuneration for management employees as described in Telenor's annual report under Chapters 11 and 12. Then I would like to ask if there are any comments from the AGM to this proposal. And then I can inform you that, for Item 9.1, we've received ahead of the time for advanced votes and proxies with voting instructions, we've given 8,731,786 (sic) [ 8,731,586 ] votes against, and 409,589 abstentions. And then for 9.2, of advanced votes and proxies with voting instructions, 71,881,097 votes against, Whereas 10,130 are abstaining from voting. So with this, and based on that, we hereby can establish that the proposed motion has been approved. Now we move on to Item 10 on the agenda, which concerns the capital reduction in connection with the company's buyback scheme in 2019 and the redemption of shares belonging to the Norwegian State. The Board of Telenor ASA, in recent years, with the exception of 2016, have had the power of attorney to buyback and delete shares in the company. Buyback and deletion of own shares can be a good means to optimize the capital structure in the company. The company's purchase of shares has been -- always been done at market price or market rates. The authority has been supported by the largest owner of the company, the Norwegian State, and that annual agreements have been made with the state wherein the state participates in the buyback at a proportional basis through redeeming such a share of their shares that -- or a portion of their shares that the state's ownership remains unchanged. In 2019, Telenor made such a buyback and redemption agreement with the state. On the 7th of May 2019, the AGM gave the Board the power of attorney to buyback and delete shares in the company for the period until today's AGM, though not beyond 30th of June. State of the redeemed shares equals the following: Volume weighted average share price on the company's buyback of own shares in the market pursuant to the authorization. And in addition for interest based on NIBOR, plus 1% per annum, calculated from the time of each share purchase until payment of compensation takes place. Finally, a deduction related to paid dividends. The company has, pursuant to the current authorization, acquired 19,794,961 own shares in the stock market and must, on the basis of the agreement entered into with the Norwegian State, redeem an additional 23,205,038 own shares against payment of an amount of NOK 4,112,795,215 to the Norwegian State. On this basis, the Board of Directors submit the proposal. Total number of shares proposed canceled and redeemed are 42,999,999. On this basis, the Board of Directors submits a proposal for a decrease of the share capital by cancellation of repurchased own shares and redemption of shares held by the Norwegian State and decrease of other reserves. The auditor's confirmation that there, after the decrease of share capital and reduction of other reserves, is full coverage of the company's remaining share capital and non distributable equity is available on the company's website. The Board of Director proposes, therefore, that the Annual General Meeting passes the following resolution. The company's share capital is decreased by NOK 257,999,994 by one, cancellation of 19,794,961 own shares and item 2, redemption of 23,205,038 shares owned by the Norwegian State represented by the Ministry of Trade, Industry and Fisheries against payment of an amount of NOK 4,112,795,215 to the Norwegian State represented by the Ministry of Trade, Industry and Fisheries an amount of NOK 3,854,795,221, which constitutes that shares of the paid amount that exceeds the shares' nominal value is charged to other reserves, that is, other equity. With effect from the effectuation of the capital decrease, the Articles of Association, Article 4 are amended to read: the company's share capital is 8,396,748,198 divided on 1,399,458,033 shares, each with a nominal value of NOK 6. Are there any comments from the Annual General Meeting to this proposal? I can notify that in respect to this item of advanced votes and proxies with voting instructions, 150,947 votes against, 3,461 votes in abstentions. Then I establish that the proposed resolution has been approved. Moving then to Item 11, which concerns amendments to the company's Articles of Association. The Board of Directors proposes that the company's articles of association be amended. So the wording is updated and fully aligned with the Norwegian Public Limited Liability Companies Act. In addition, management proposes some linguistic changes and clarifications. The proposed changes are described in relation to the relevant sections below. These current Articles of Association can be found in the appendix to the notice. And then for this reason and for reasons of time, I will not highlight each of these proposed changes in my account now. The decision to change the Articles of Association require support of at least 2/3 of both the votes given under the share capital represented at the General Meeting, the Board proposes that the general -- Annual General Meeting makes the following resolution. The Annual General Meeting adopted to change the Article of Association in line with the proposals by the Board for the amendments to the Article of Association. Any comments from the Annual General Meeting? At this point, I can say to you that we have 144,474 (sic) [ 144,574 ] votes against, and 6,341 abstentions of the advanced votes and proxies with voting instructions. I can therefore establish that the proposed resolution relating to the amendment of the Articles of Association has been adopted. Moving then to Item 12, which is amendments to the instructions for the Nomination Committee. The general meeting of Telenor ASA adopted instructions for the Nomination Committee of the company's Annual General Meeting on the 16th of May 2012. The Nomination Committee proposes the instructions for the Nomination Committee be amended so the wording is updated and fully aligned with the proposed amendments, the company's Articles of Association Section 9 and fully updated in line with the NCGB Code of Practice for Corporate Governance. In addition, some linguistic changes and clarifications are proposed. The proposed amended instruction for the Nomination Committee is available on the company's website and also in Appendix 4 to the notice and given the time constraints, we consider this proposal to be known. So I will not go through each of the proposals in this proposal. I therefore propose that the Annual General Meeting makes the following decision. The Annual General Meeting adopted the changes in the instructions of the Nomination Committee in line with the proposed amended instructions for the Nomination Committee. Are there any comments from the Annual General Meeting to this proposal? There are none, I can inform you that we have 485 (sic) [ 585 ] votes against the proposal and 6,484 (sic) [ 6,334 ], which are abstentions. So we can establish that the proposed decision has been approved. We then go to the next item, which is Item #13, which is the election of members to the Nomination Committee. Nomination Committee consists of total 4 members, and they are elected for a period of up to 2 years. Two members are up for election this year. And the Nomination Committee recommendation is included as Appendix #5 to this notice meeting has been available on the website company and is considered to be known to shareholders and I will not go through the background of each of the candidates. Therefore, I propose that the following decision be adopted by the Annual General Meeting, the following people be elected as members of the Nomination Committee for Telenor ASA with effect from 11th of May 2020 for a period of up 2 years until the ordinary Annual General Meeting in 2022. Lars Tronsgaard, who is seeking reelection; and as a new member to replace Marianne Bergmann Røren who will retire, the proposal is Heidi Algarheim. As I have said, both of these individuals are described in the materials being sent out. Are there any comments to the proposal? Here, I can inform you that we received in total, 16,267 votes against, and abstentions, 5,000-and-some of the advanced votes and the proxies with voting instructions. So then we consider the proposed decision to be approved. Then we get to Item 14 of the agenda, which is the determination of remuneration to the corporate assembly and the Nomination Committee. We have -- and the Chair of the Board, not the least, has mentioned the ongoing situation related to COVID-19 and the consequences of the situation and the Nomination Committee, also in their assessment, have considered an overall assessment regarding the consequences of the situation. And so the committee has reached the conclusion that it's not desirable to adjust the rates of the corporate assembly and the Nomination Committee. But this means that the rates for the fees from 2019 will be continued. The proposal of the Nomination Committee is at Appendix 6 to the notice and has thereby been known on the website of the company in this regard as known to the shareholders. Therefore, we propose for the AGM to make the following decision. The AGM determined to set the following rates for the corporate assembly, valid from the 11th of May of 2020 as follows. For the Chair, NOK 106,000 per year; deputy leader, NOK 47,200 per year; member NOK 36,800 per year, and deputy member NOK 7,600 per meeting. This is unchanged from last year. And as for the Nomination Committee valid from the 11th of May of 2020, the following is proposed: for the chair, NOK 8,200 per meeting; and for members, NOK 6,200 per meeting. That is also unchanged from last year. Are there any comments from the AGM to this proposed motion? There are not. And here, I can inform you that we've received 166,030 votes against of the received advanced votes and proxies with voting instructions and 5,580 abstentions. So with that, I establish that the proposed motion is approved. Now we have reached the last part of the agenda, which is #15, the closing of the AGM. And we have come through the formal part. Meeting minutes will be written up to be signed by Bjørn Tore Sommer, who was appointed initially and me as the Chair of Meeting. The meeting minutes with the list of the shareholders represented at the AGM and the voting results will be made available on the website of Telenor. And with that, I would, in closing, like to thank the shareholders for attending the, and participating in the AGM of Telenor of this year. And with this, the AGM is considered concluded, and we can now conclude the meeting. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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