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Expert Corporate Governance Service (ECGS)
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Telenor – AGM 13 May 2020

In general, Telenor is in compliance with the Norwegian regulations relating to the organisation and procedures of the AGM.

 

Under ITEM 6 the board of directors proposes to adopt the financial statements, including the allocation of profit. Although ECGS has no concerns over the financial statements it does NOT approve of the (proposed) distribution of profit. Accordingly, ECGS recommends to vote OPPOSE.

 

Under ITEM 7 the board of directors seeks approval of the remuneration of the external auditor. In view of the substantial amount of non-audit fees, ECGS recommends to vote OPPOSE.

 

Under ITEM 9.1 the board of directors seeks approval of the Company's remuneration guidelines. As the proposed remuneration structure is NOT in line with its guidelines, ECGS recommends to vote OPPOSE.

 

Under ITEM 9.2 approval is sought of the guidelines for share-related incentive arrangements, In view of an insufficiently long performance period of the LTI, ECGS recommends to vote OPPOSE.

 

Under ITEM 10 authority is sought for a capital reduction by cancellation of part of its holding of treasury shares. In ECGS'view, a reduction of share capital by cancellation of shares is a technical issue that does not negatively impact shareholder interests. As a matter of principle, ECGS will only oppose share cancellations which significantly deplete cash flow provided that a company is not able to pay a dividend. That having been said, ECGS has concerns over the strength of Telenor's with an equity ratio (solvency) of only 15%. In view of the above, ECGS considers that the Company should wait until next year to cancel its repurchased shares. In case there is a further deterioration of the market, Telenor could decide to re-issue the treasury shares to strengthen its capital base. Accordingly, ECGS recommends to OPPOSE.

 

Finally, under ITEM 11, the board of directors seeks approval to amend various articles of the Company's Articles of Association. Although ECGS has no (major) concerns over most of the proposed changes it does NOT approve of the proposed amendment of Article 4. Accordingly, ECGS recommends to vote OPPOSE.

Underlying
Telenor ASA

Telenor is a holding company. Through its subsidiaries, Co. operates as a telecommunication company. Co. provides mobile communication, fixed line communication, and broadcasting activities. Co.'s mobile communication business includes voice, data, Internet, content services, customer equipment and messaging. Fixed service comprise telephony, Internet and television (TV), leased lines as well as data services and managed services. Broadcast comprises Canal Digital DTH in the Nordics, satellite broadcasting, terrestrial radio and TV transmission in Norway and Belgium and encryption related services for TV distribution.

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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