Zaptec ASA (ZAP) Earnings Call Transcript & Summary

Good morning, everyone. My name is Stig Christiansen, and I am the Chairperson of Zaptec. It is my pleasure to welcome you all to this virtual extraordinary general meeting in Zaptec where U.S. shareholders are participating digitally. I would also like at the same time to thank all shareholders who have voted and who have also logged on today to participate in this extraordinary general meeting. As you have already noticed, hopefully, we will hold the EGM in English, of course, for the benefit of all our non-Norwegian shareholders. Before we move on, I would like to give the word to the company's lawyer, Lars Martinsen, who will start with some practical information and thereafter, take us through the agenda. Lars Martin.

Thank you, Stig. So before we move through the agenda, as you said, I would like to start by giving you some practical information about the technical arrangements as we are holding this EGM digitally. You are now watching a webcast of the EGM, which appears at the bottom or top right of your screen labeled live or broadcast, and you can increase the screen size by clicking on the items, if you would like. When you have logged in, you will be able to see the number of shares you are voting for and you can choose the language you want the system to use, which you are free to change at any time. There are 4 items at the top, which you can select, home, messaging, voting and documents. Shareholders who want to ask questions or comments on any of the items on the agenda can do this in writing by selecting messaging. We would like to point out that you will be identified by name, but not by shareholding, and that your comments will be visible to all shareholders who are logged in. Everyone who's logged in, will see a red dot on the messaging icon, each time a new comment is published. All shareholders are welcome to submit questions and comments about items on the agenda when they want to, and they will be answered when we discuss the item. Please also note that we will moderate the questions that are submitted before publishing them. So questions will not necessarily be visible immediately. And obvious typos, for example, will not be published, particularly ugly language may be moderated before publication. But we of course, assume that, that will not be a problem. The document icon will show you a copy of the notice of the general meeting and other related documents. The home icon is where you started and it is where you can find more technical information about the plans for the day. And by clicking on voting, you can vote on each item on the agenda today. You can already vote now, if you like, and you can cast your vote by clicking on the items for against or abstain for each item. You will also see an item that lets you cast the same vote for all of the items, if you like, and you can change your vote for each item during the general meeting until each one is closed. Shareholders who have logged in and already given a proxy, both in advance for given instructions will not be able to vote on the items and asterisks will appear after your name confirming your registration and you still have the right to use the messaging function. For the sake of good order, please note that any guests who are logged in are not able to use the messaging system. Normal shareholders may log in now. But if any of you who are logged in have connection issues or want to log in from a different device, then you can log in again. Now we'll take a look at the list of shares that are represented, which I am receiving shortly from the DMV register department, who are keeping track of today's figures. So the numbers show that we have almost 23 million votes represented at the EGM. This constitutes approximately 30% of the share capital of the company. Now I will move on to the agenda for today. So with respect to Item 1, which is election of a person to chair the meeting. I will also move through the slides where the proposals for the resolutions are set out so you can see them in front of you on the screen. On Item 1, we have not received any comments on this item, and we will therefore proceed to the vote. If anybody has not voted yet or wants to change their vote, please do so now, and we will wait a little bit, so everyone gets a chance to vote. I would also like to point out that you are also free to vote on the remaining items already now, if you like. Thank you. We now have received the votes and the resolution has been passed with the required majority, and Large Martinsen has therefore been elected to chair the meeting. Now moving on to item 2, which is election of a person to co-sign the minutes, and the proposal there is that Kurt Ostrem, the CFO, is elected to cosign the minutes with the Chairperson. And again, I will let everyone get a chance to submit their votes now. Thank you. The votes have been received, and this resolution has also been passed with the required majority. Then moving on to item 3 on the agenda, approval of the notice and the agenda where the proposal is that that is approved. And again, we will give everyone the opportunity to submit their votes now. This resolution has also been passed with the required majority. And I will then be moving on to item 4 on the agenda, which are the resolutions in connection with the company's contemplated listing on the main list of the OEC. By way of background, a process regarding the planned listing on the main list has been initiated, and according to the current time schedule, the earliest possible listing date will be by the end of fourth quarter of 2022. And the following proposed resolutions are made in that connection in order to ensure that the company can satisfy the requirements and recommendations which are applicable to a company which is applying for its shares to be listed on the main list of the OEC. So on that basis, I will move on to Item 4 on the agenda, which is the conversion of the company into a public limited liability company, i.e., an ASA under Norwegian law. And the proposal for resolution is that the company is converted to such a company and that the articles of association are amended accordingly, i.e., to update the company's name once this is registered. And we've not received any comments to this item on the agenda. So I will open up for voting on this item as of now. Thank you. Votes have been received and again, passed with the required majority. So then moving on to Item 4-2 on the agenda, which is a capital increase by way of a bonus issue, which is required for the company to have a minimum share capital of NOK 1 million. And the proposal there is that the share capital is increased to approximately NOK 1.15 million, that these funds are transferred from other equity. And accordingly, that the articles of association are updated to reflect the new share capital. No new shares will be issued, but the nominal value of the shares will be amended from 0.00625 to 0.015. And no comments have been received to this agenda item, so we'll open up for voting on the item as of now. Votes have been received, and the resolution has been passed with the required majority. Then moving on to Item 4.3 on the agenda, which is the election of members to the company's Board of Directors, where Pal Valseth is then stepping down as a Board member, and it is proposed that 3 new Board members are elected, which is Inglin Trapin, Jennifer Duns and Andre Pal. Following this election, if passed with the required majority, the Board will then consist of the Christiansen, which is the current Chairperson, Christian Rangen, which is a current Board member and 3 new board members. And we have not received any comments to this agenda item, so we'll open up for voting now. The votes have been received and the resolution has been passed with the required majority for all new Board members and the Board therefore comprises of the 5 members as set out on the slide presented on the screen. Then moving on to the next last item on the agenda, pint 4.4, which are election of members to the company's Nomination Committee, and it has been proposed that the following members are elected for a 2-year term, Pal Valseth as the Chairperson, Gretinbarg, and Stephanie Streitmid as members of the Nomination Committee. And we have not received any comments to this agenda item, so we will open up for voting as of now. Votes have been received, and the resolution has been passed with the required majority for all of the members, which are suggested to be appointed, and the Nomination Committee, therefore consists of the 3 persons as set out on the slide. Then moving on to the last item on the agenda, Item 5, which is the election of a new auditor and the proposal there is to appoint KPMG as the company's new auditor and appoint to note in that connection is that as part of the requirements to be listed on the main list the company will change its auditing standard from Norwegian GAAP to IFRS. And we have not received any comments to this agenda item, and we'll therefore open up for voting as of now. Thank you. [Voting]

All votes have been received, and the resolution has been passed with the required majority. And that concludes the agenda for the EGM today. As mentioned, all items have been passed for the required majority. And we would like to thank everyone for participating and voting and hope you have a…