Page 47 - EVRY Annual Report 2012
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From the Boardroom
47
employees of wholly-owned subsidiary companies, must sign
a declaration to confirm that they have read and understood
the Code of Conduct. All new employees receive training in
the Code of Conduct as part of their introductory training
program, and must also sign a declaration to confirm that
they have read and understood the guidelines.
The EVRY website at
provides more informa-
tion about the company’s corporate vision, business concept
and strategy, as well information on the company’s policy for
social responsibility and its Code of Conduct.
2. Business
The business objective of EVRY ASA is defined in Article 3 of
the company’s Articles of Association, which states that:
“The company’s business is to develop, manage and operate
its own and other parties’ IT solutions, to sell services and
consultancy and any activities related to the foregoing.
These activities may be carried out by the company itself, by
its subsidiaries or through participation in other companies
and collaboration with other parties.”
EVRY’s Articles of Association are available on the EVRY web-
site at
The Articles of Association were most
recently updated on 23 April 2012.
3. Equity and dividends
Equity
The group’s equity at 31 December 2012 was NOK 5,322
million, representing an equity ratio of 44%. The Board
considers this to be satisfactory. The group’s capital adequacy
is kept under constant review in relation to its objectives,
strategy and risk profile.
Dividend policy
The company’s objective is to generate a return for its share-
holders through dividends and increases in the share price
that is at least in line with the return available on similar
investment opportunities of comparable risk. EVRY aims to
pay an annual dividend to shareholders equivalent to 20-50%
of normalised post-tax profit.
The Board proposes a dividend if it is satisfied that this will
not have an adverse effect on the company’s future growth
ambitions and capital structure.
In accordance with this policy, the Board of EVRY has decided
to propose to the Annual General Meeting that a dividend
of NOK 0.35 per share should be paid in respect of the 2012
financial year, equivalent to a total distribution of NOK 93
million.
Increases in share capital
The Board did not hold any mandates in respect of increases
in share capital at 31 December 2012. Any new mandates will
be valid for only one year to the date of the next AGM, and
will be issued for specifically stated purposes. The Board will
only propose increases in share capital when this is in the
long-term interest of shareholders. Normally, existing share-
holders will have pre-emptive subscription rights in major
new issues of shares.
EVRY did not carry out any capital transactions in 2012.
Purchases of the company’s own shares
The Board held a mandate at 31 December 2012 to buy back
shares which is limited to shares with a total nominal value
of NOK 8,750,000. The mandate stipulates that the company
can only use its holdings of its own shares in connection with
the share purchase scheme for employees as approved by the
Annual General Meeting. This authorisation is valid until the
date of the next Annual General Meeting, which is due to be
held on 13 May 2013.
As at 31 December 2012, EVRY held 694,913 of the company’s
own shares, representing 0.26% of the total number of issued
shares.
The company’s purchases and sales of its own shares are
always carried out through the stock exchange.
4. Equal treatment of shareholders and
transactions with close associates
Equal treatment
EVRY has only one class of shares, and any purchases or sales of
own shares are carried out through the stock exchange.
The Articles of Association do not impose any restrictions on
voting rights. All shares have equal rights.
Transactions with close associates
EVRY’s Board and executivemanagement are committed to
treating all the company’s shareholders equally.The company
has twomajor shareholders. As at 31 December 2012, Posten
Norge AS held 40.0%of the share capital of EVRY ASA, and
Telenor Business Partner Invest AS held 30.2%, unchanged from
the close of 2011.
EVRY has extensive operating services agreements with both
Posten and Telenor.The company both delivers services to and
purchases services fromboth these groups, and in aaddition,
Telenor and EVRY offer various services to themarket as joint
suppliers.The relevant agreements are described in the com-
pany’s Prospectus dated 23 November 2010, and also in notes to
the 2012 annual accounts.
