Komplett Bank annual report 2019

Komplett Bank’s Board of Directors continually assesses the Bank’s capital situation in light of regulatory requirements, the Bank’s objectives, strategies and the desired risk profile. Komplett Bank aims to have a combined capital adequacy ratio of 22.8%, including a core tier one capital adequacy capital ratio of 19.3%, in order to provide scope to fulfil the Bank’s financial strategies. The 2019 ordinary general meeting authorised the Board of Directors to increase the Bank’s share capital by up to NOK 6,000,000 in connection with the Bank’s option scheme for employees. This authority has been partially utilised and will remain in force until the Bank’s 2020 ordinary general meeting. The Board of Directors recommends that the general meeting grants authority for NOK 6,000,000, which will remain valid through until the 2021 ordinary general meeting. See the notice of the 2020 ordinary general meeting. The Bank is pursuing a product and geographical expansion strategy. Surplus capital not reserved for growth purposes will be distrib- uted to shareholders in the form of dividends. 4. Equal treatment of shareholders and transactionswith associates Komplett Bank’s Board of Directors and management emphasise that all shares in the Bank must be treated equally and have the same scope to exert influence. Komplett Bank has one class of shares and each share gives entitlement to one vote. In the event of increases in share capital, the Bank’s existing shareholders have preferential rights. Any deviation from this preferential right must be justified in the interests of the Bank and shareholders. The Bank has adopted specific case handling rules regarding notification and competence, where Board members and/or the management have a personal or financial interest in a transaction that the Bank enters into. Before a case that is of particular signifi- cance to a member of the Board or management, or an associate of such a member, is considered, anyone who is not eligible to participate in the processing of the case or the decision must declare their ineligibility and refrain from all further involvement in the case. The same follows from the Bank’s ethical guidelines. Canica Invest AS is the largest shareholder with a 19.4% stake. This company owns a majority of the Komplett Group, which is the leading e-commerce group in the Nordic region. Komplett Bank has established a long-term commercial and strategic partnership with the Komplett Group and aims to develop financial products and services that build on this partnership. Komplett Bank has also prepared guidelines for transactions with associated parties. A cooperation agreement has been established between Komplett AS and Komplett Bank ASA. The agreement cov- ers IP rights, marketing cooperation and other services. In 2017, the agreement was renewed with a duration of five years. An agreement has also been established concerning product cooperation relating to the Bank’s credit cards with an associated loyalty scheme. In 2018, the agreement was renewed with a duration of five years. An agreement has been established with Komplett AS concerning the development of a solution for integrating the Bank’s point-of-sale financing products into the Komplett Group’s cash solutions. The Bank’s products have been implemented with all their core functionality as part of the point-of-sale solution for komplett.no and komplett.se. All transactions with associated parties are executed subject to the same terms and conditions as if they were entered into between independent parties. 5. Shares and negotiability Komplett Bank’s shares are listed on Oslo Stock Exchange with the ticker “KOMP” and are freely negotiable. The articles of association do not contain any restrictions on sale. 6. General meeting Shareholders exercise the supreme authority within the Bank through Komplett Bank’s general meeting. According to the Komplett Bank Annual Report 2019 13