Xplora Technologies AS ($XPLRA)

Good afternoon. The Board of Directors of Xplora Technology AS, wish you all welcome to the Annual General Meeting in the company. From the administration here today, I have with me CEO, Sten Kirkbak; CFO, Knut Stalen; Legal Director, Christina [indiscernible]. And also, we have with us our external lawyer, legal adviser, Johan Sberg from CMS. So be a little bit patient with us. We are doing some counting of numbers now. Is it clear?

The share capital is represented as follows: we have 2,373,181 shares represented by advanced votes; 2,803,231 shares represented by proxy. We have 3 shareholders attending and voting online, representing 5,889,761 shares. This sums up to a total of 11,066,173 shares, representing 23.14% of the voting share capital. Thank you.

Thank you very much. So then we are starting with the items on today's agenda. So I will take the first item now. It is the election of the Chair of the meeting and the person to co-sign the minutes together with the Chair. So the proposal is that Johan Sverberg is the Chair and Kristinna [indiscernible] co-sign the minutes together with Johan. Any objections to that? Okay. So then we have -- I give the word to you, Johan.

Thank you very much, Tore. My name is Johan Sverberg. I will now guide you through the agenda and the various items to be resolved on in today's general meeting. The voting will be open at all times for all matters during the entire meeting, and you are encouraged to vote as we go through each item. We will also wait for a short period of time after the last item to ensure that everyone has had sufficient time to cast their vote. We will then start by reviewing Item 2 of the agenda, which is approval of the notice and the agenda. And the proposed resolution is that the general meeting approves the notice and the agenda as it has been proposed and disclosed. We are moving on to Item 3, which is approval of the annual accounts and the annual report for 2025. The annual report and the auditor's report have been made available at the company's website. And given that the company is in a growth phase, the proposed resolution from the Board of Directors is that no dividend is distributed for 2025. Moving to Item 4, which is the determination of remuneration to the Board of Directors, the Audit Committee, the People and Organization Committee and the Nomination Committee for 2026 to 2027. This has been made available on the company's web page in a recommendation made by the Nomination Committee. And I refer to that recommendation and each of the proposed resolutions are found in that recommendation. Item 5 is the approval of remuneration to the company's auditor. The Board's proposal is that the auditor is remunerated for the fiscal year of 2025 with NOK 1,525,282. On Item 6 is the election of the Board of Directors. The recommendation by the Nomination Committee is found at the company's web page. But to sum it up, the proposal, which is in accordance with that recommendation is that [indiscernible] is reelected as the Chair. [indiscernible] is Board member, Thomas M. Laver is new Board member in the company; Ingrid Elvida Lise, Board member; Susanne Suman, Board member; and [indiscernible], Board member. We are then moving on to the next item which is a proposal for the Board to be granted an authorization to issue new shares in the company. And the purpose of the authorization will be to enable the company to raise new capital from existing and new investors in the company and to further develop the company's technologies and products. The wording of the proposed resolution is cited in the notice, and I refer to the notice for the details of the authorization. The authorization may be used within the next 12 months and will be registered in the Norwegian company or Norwegian business register. We then move to Item 8, which is the last item of the notice and that is an authorization granted to the Board of Directors to acquire treasury shares. The authorization is for a volume of 20% of the company's share capital. And the proposal is that the authorization is divided into 2 parts. Up to 10% of the total nominal value of the company's share capital can be used to acquire shares for use in connection with M&A processes, demergers and other transactions or for amortization of treasury shares. And up to 10% of the total nominal value of the company's share capital can be used to acquire shares for use in the company's compensation programs. The authorization will give the company necessary flexibility and repurchased shares may only be used for the purpose of what is said in the notice, which is in connection with acquisitions, mergers, demergers and similar transactions, compensation programs or amortization of the treasury shares. The exact wording is cited in the notice, and I refer you to the notice for further details. This is the last item. We will now wait for another 30 seconds to ensure that everyone has necessary time to cast their vote. And we will, after that sum up and report on the outcome of the meeting. [Voting] We have then seen that everyone who are entitled to vote have cast their vote. And I'm pleased to say that all items of today's agenda has received a sufficient majority, and they have been adopted as proposed by the Board of Directors. The minutes from this meeting will now be finalized and signed, and it will be uploaded to the company's web page and also on the Newsweb as well as the company's site on Euronext's web page. So the meeting is then adjourned, and I thank you, everyone, for joining today. Thank you, and goodbye.