Agilyx ASA (AGLX) Earnings Call Transcript

Good morning, everyone. It's 10:00 a.m., Oslo time. Welcome to the Annual General Meeting of Agilyx ASA. My name is Geir Evenshaug. I'm a partner with the law firm, Schjødt in Oslo, and I've been asked by the Board to open the meeting and make a record of represented shares and votes. We have approximately 43.7 million shares of votes represented after this meeting, which is equal to approximately 51% of the issued share capital. The exact numbers together with a summary of the votes cast in each matter will be appended to the minutes, which will be available later today. Item 1 on the agenda is election of the chairperson of the meeting and one person to cosign the minutes. The Board has proposed that I chair the meeting, and I propose that Isabel Hacker, the General Counsel, cosigns the minutes together with me. And we have no votes against that. So that is approved, and I will then continue as the chair of the meeting. Item 2 is the approval of the notice and the agenda for the meeting and we have no votes against that, so that is approved as well. We can now move on to Item 3 on the agenda, which is the approval of the annual accounts and annual report for the financial year of 2002 (sic) [ 2022 ]. And again, we have no votes against, so the annual report of financial statements are approved. Item 4 is a no voting matter, is the Board's -- Board on corporate governance in accordance with Norwegian guidelines for corporate governance. This is submitted in the annual report. As I said, it is not a voting item. So unless anyone has any questions to the corporate governance report, I will continue. There are no questions it seems. So we can then move on to Item 5 on the agenda, which is approval of the Board's report on salary and other remuneration for the executive team, and this is a statutory requirement and in Norwegian law to present such a report. On Item 5, we have 6 million votes against, which represents approximately 13% of all voting shares at this meeting, which again, means we have a majority of approximately 87% and the report has been approved. Item 6 on the agenda is the determination of the remuneration to the Board of Directors. And this proposal, which has been set out in the calling notice is then made by the company's Nomination Committee. On Item 6, we have no votes against. So the Nomination Committee's proposal for Board remuneration has been approved. Item 7 on the agenda is the determination of remuneration to the Nomination Committee. And this is then proposed by the Board as set out in the calling notice. On Item 7, we have no votes against. So the Board's proposal for remuneration to the Nomination Committee has been approved. Item 8 on the agenda is another remuneration item. This [ time ] is the remuneration to the auditor. And also on item 8, we have no votes against. So the proposed resolution has been approved. That brings me to Item 9 on the agenda, which is the Board authorization to acquire own shares, and this is basically just a renewal of an existing Board authorization. And on Item 9, we have 1.1 million votes against, which is approximately 2.5%. So we have a majority of approximately 97.5% and the Board authorization to acquire own shares has been approved. Item 10 is the Board authorization to increase the share capital for general purposes. And again, this is a renewal of an existing Board authorization. On Item 10, we have 4.2 million votes against, that equals approximately 9.7% of all votes represented at this meeting, which means we have a majority of 92.3% approximately, and the Board authorization in item 10 has been approved. Item 11 is another Board authorization to increase shares -- to increase the share capital. This time, it is in connection with options and incentive programs. And again, it's a renewal of an existing Board authorization. On Item 11, we have 4.2 million votes against. So again, it's approximately 9.7%, which means we have a majority of approximately 92.3% -- 91.3% to be exact or 90.3%. Anyway, the proposed Board authorization in Item 11 has been approved. Item 12, which is the final item on the agenda is changes to the Articles of Association, and these changes have been proposed due to some technical changes in Norwegian law, which comes into force in June. On this item, we have 50 votes against, which basically means we have 99.9% majority, and the changes to the Articles of Association have been approved. That basically concludes all of the matters on the agenda. As I mentioned, the minutes with a more detailed summary of the board's cost will be available later today as usual. And unless there are any questions from anyone participating on this call, I will thank everyone for their participation. Thank you, and goodbye.