TGS ASA (TGS) Earnings Call Transcript & Summary

The time is now 5:00 Norwegian Time, and I'd like to welcome all participants to this Annual General Meeting of TGS ASA. My name is Chris Finlayson. I've been the Chair of the Board of Directors of TGS, and it's my pleasure to hereby declare the Annual General Meeting open. I'm actually retiring from the Chair and the Board at the end of this AGM. And with me, I have my replacement, Trond Brandsrud, who will be taking over, subject, of course, to your vote at the end of this meeting. As per the notice of the meeting, the Board has proposed the Attorney-at-Law, Viggo Bang-Hansen, serves as the Independent Chair of the meeting. I'll therefore now give the word to him to take us through the meeting and the items on the agenda as set out in the notice for the general meeting issued on the 15th of April 2025. Thank you.

Thank you for that, Chris. The general meeting is now closed for additional shareholders to log in, and we'll move to the list of represented shares. The number of shares represented by proxy participation and advanced votes will be set out in detail in the minutes from the meeting. Based on the numbers received from the company's registrar at DNB, now I can, however, inform the meeting that the shares represented constitute approximately 61% of the share capital. With that introduction, I'll move to the formal agenda items, and the opportunity to vote on these shall now also have been opened. The first voting item on the agenda is Item 2, election of Chairperson of the meeting and a person to cosign the minutes with the Chair. The Board has proposed that I chair the meeting as Independent Chair, and to cosign the minutes, I propose that Helene Hermansen, who is present here, is elected to cosign the minutes. We ask you to vote on that, and the opportunity to vote will be closed shortly. [Voting]

The vote is closed, and the count shows that the item has been approved. Item 3 for consideration today deals with approval of the notice and the agenda. The notice for the meeting has been distributed with the required 3-week notice period and was also announced as a stock exchange notice on 15th of April 2025. There are no questions on this item received, so we'll move to voting and ask those who haven't yet voted that they do so now. [Voting]

The vote is then closed, and the count shows that the notice and agenda is approved. Item 4 on the agenda relates to approval of the financial statements and the Board's report for 2024. The report, the financial statements and the consolidated financial statements of TGS ASA and its subsidiaries for 2024, together with the audit report, were published on 21 March 2025 and are available on the company's website. The Board proposes that the general meeting approves the Board report and the financial statements. We have no questions on this item, so we'll then move to voting. [Voting]

Everyone has then voted. The voting is closed, and the count shows that the report and the financial statements have been approved. That brings us to Item 5 on the agenda, approval of audit fee. We ask everyone to vote also on this matter. [Voting]

The voting is then closed, and the count shows that the audit fee has been approved as proposed. We can then move to Item 6 on the agenda. And as set out in the notice, the company has entered into an agreement with the employees of the group globally for a global group Board representation agreement with reference to Section 6-5 of the Norwegian Companies Act. The agreement has been made available on the company's web page and is subject to the approval of the company's shareholders today. There are no questions received here, so we'll ask everyone to vote also on this item now. [Voting]

The vote is then closed, and the count shows that the global group Board representation agreement has been approved. Item 7 on the agenda relates to the Board's proposal to amend Section 6 of the Articles of Association to allow for an increased number of maximum number of directors to cater for the introduction of employee-elected Board members. There seems to be no questions to this item either, so we'll then ask everyone to vote. [Voting]

The vote has then been closed, and the count shows that the proposed amendment is approved. We're then on to Item 8 on the agenda and the appointment of members to the Board. The company's Nomination Committee has, as in previous years, issued a recommendation and proposal for a new Board composition, which has been made available to the shareholders on the company's web page. As follows from the recommendation, the proposal is that the general meeting elects Trond Brandsrud as new Chairperson and Luis Araujo, Bettina Bachmann, Anne Grethe Dalane, Maurice Nessim, Emeliana Rice-Oxley and Svein Harald Øygard as directors. There are no questions to this item either registered, so we ask you to vote on this item and note that voting can be done individually for each candidate. [Voting]

The voting is then closed, and the count shows that the Board composition as proposed and recommended by the committee has been approved. Item 9 on the agenda relates to approval of remuneration to the members of the Board. The Nomination Committee has issued a recommendation also in this respect, which has been made available on the company's web page. There are no questions to this item received, so we'll ask everyone to vote. [Voting]

And we then note that the count shows that the remuneration recommendation has been approved. We then come to Item 10 on the agenda relating to appointment of members to the Nomination Committee. The Nomination Committee has issued a recommendation in this respect and proposing that Terje Valebjørg is elected for 1 year and Glen Ole Rødland and Ole Jakob Hundstad are elected for a period of 2 years. Hank Hamilton is not up for election at this general meeting. There are no questions to this item, so we ask you all to vote on this matter. [Voting]

And the count then shows that the Nomination Committee composition has been approved as recommended. Item 11 on the agenda relates to approval of remuneration to the members of the Nomination Committee. The committee has issued a recommendation also in this respect, which has been made available to the shareholders. There are no questions here, so we ask you also to vote on this matter. [Voting]

And the count then shows that the remuneration recommendation has been approved. Item 12 on the agenda deals with the company's statement on corporate governance, which is included in the company's annual report for 2024. The statement is not subject to any vote but must be considered by the general meeting. There seems to be no questions or comments to this, so we'll then note that -- in the minutes that the statement has been considered. And we'll move on to Item 13 on the agenda, which deals with the Board's statement on principles for remuneration of senior executives pursuant to Section 6-16a of the Norwegian Companies Act. There are no questions to this item either, so we then ask you all to vote on Item 13. [Voting]

The vote is then closed, and the count shows that Item 13 on the Board's remuneration statement has been approved. Item 14 relates to the Board's report on the remuneration for senior executives prepared in accordance with Section 6-16b of the Norwegian Companies Act. The report has been made available on the company's website and as part of the company's financial statements. There are no questions noted here either, so we then ask you all to vote on Item 14. [Voting]

The vote is then closed, and the count shows that the Board's remuneration report has been approved. We will then come to Item 15 on the agenda. As set out in the notice for the meeting, the Board has, in line with previous years, proposed that the general meeting approves a long-term incentive plan for 2025 with reference to the Norwegian Companies Act Sections 5-6 (3) and 6-16a and, as part thereof, the issuance of new freestanding warrants. I refer in this respect to the details set out in the notice for the meeting. There are no questions to this item, so we'll then move to voting on Item 15. [Voting]

And the vote is closed, and the count shows that Item 15 has been approved. Item 16 on the agenda deals with Board authorization to acquire own shares. In line with previous years, the Board has proposed that the authorization to acquire treasury shares is renewed. And the further details and limitations have been set out in the notice for the general meeting. No questions have been received on this item either, so we ask all of you to then vote on Item 16. [Voting]

And the count then shows that the renewal of the authorization to acquire own shares has been approved. Items 17A and 17B on the agenda relate to the Board's proposal to renew authorizations to issue shares and convertible loans. The terms and details of the proposed authorizations are included in the notice for the meeting. No questions received here either, so we'll then move to voting. And those who have not yet to vote on 17A and 17B must therefore do so now. [Voting]

And we then note that both items have been approved and the authorizations renewed. We then reached the final item on the agenda, Item 18, which relates to authorization to the Board to make dividends and group contributions. The authorization will allow the Board to make interim dividend payments based on the 2024 financial statements and is similar to that approved by previous Annual General Meetings. No questions here either, so we'll then ask all of you who haven't already done so to vote on Item 18. [Voting]

The vote is then closed, and the count shows that Item 18 and the authorization to make dividends has been approved. With that, we've concluded the matters on the agenda. Exact voting figures on each of the voting items at today's meeting will appear in the minutes, and the minutes will be made available on the company's website after the meeting. With that, I declare the 2025 Annual General Meeting adjourned. And on behalf of TGS, I thank you all for participating.