Cloudberry Annual report 2021 Corporate Governance 80 ethical standards, and the employees must comply to its guidelines for ethics and corporate social responsibility describing the principles for business practices and personal behaviour within Cloudberry. The employees comply with Cloudberry’s principles on issues such as human and labour rights, health and safety, business ethics, legal compliance, insider trading, whistleblowing and other relevant issues related to the company’s operations and adhere to the Company`s Code of Conduct. Cloudberry`s ESG reporting and the company`s approach to sustainability, is in accordance to the World Economic Forum (WEF) Stakeholder Capitalism Metrix. The metrics include non-financial disclosures centred around four pillars; Principles of Governance, Planet, People and Prosperity, which are aligned among existing ESG standards and disclosures, e.g., Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force on Climate Related Financial Disclosures (TCFD), as well as essential elements of the UN Sustainability Development Goals. Cloudberry has described its approach, activities taken place in 2021, ambitions and way forward related to the identified sustainability topics for the company according to these pillars. Deviations from Section 2 of the Corporate Governance Code: None 3. Equity and Dividends Capital adequacy The Company’s management and Board of Directors monitor the Company’s capital structure on a continuous basis, including equity and liquidity, to ensure that the level of equity and liquidity, are appropriate for the Company’s objectives, strategy and risk profile. As of 31 December 2021, Cloudberry’s equity amounted to NOK 2 636 million, equivalent to 85% of the company’s total assets. The debt ratio was 15%. Cash equivalents and current financial investments amounted to NOK 1 115 million Dividend Policy The Company’s dividend policy has adopted a dividend policy which mandates that the Company in the short to medium term intends to use its profit for both organic and acquisitions related growth initiatives and consequently will not make payment of dividend. The Company’s long-term objective is to pay shareholders consistent and growing cash dividends. Over time, the intention is to pay its Shareholders dividends representing 30 – 50% of free cash distributed from the producing power plant companies. However, there can be no assurance that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy. Any future dividend proposed by the Board will be presented to the general meeting for approval. The Company does not hold any authorisation to resolve dividend distributions. Authorisations to the Board of Directors to purchase treasury shares and increase the share capital The Company’s extraordinary general meeting, held 17 June 2021, granted the Board of Directors the following authorisations to increase the Company’s share capital: · Authorisation to increase the company’s share capital by up to NOK 700 000.00 by issuance of up to 2 800 000.00 new shares each with a nominal value of NOK 0.25. The authorisation was reserved for the repair issue and a retail offering related to the Company’s listing on Oslo Stock Exchange and was valid until 30 September 2021. The authorization has been fully utilized. · Authorisation to increase the company’s share capital by up to NOK 100 000.00 by issuance of up to 400 000.00 new shares each with a nominal value of NOK 0.25. The authorisation is reserved for issue of shares in relation to the Company’s share purchase program for board members and is valid until the earlier of the Annual General Meeting in 2022 and 30 June 2022. The authorization has not yet been utilized. · Authorisation to increase the company’s share capital by up to NOK 11 941 583.50 by issuance of up to 47 766 334 new shares each with a nominal value of NOK 0.25. The authorisation is reserved for M&A activities and financing of strategic investments and is valid until the earlier of the Annual General Meeting to be held in 2022 and 30 June 2022. NOK 11 215 837.75 of the authorisation has been utilized.
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