Komplett Bank Annual Report 2020

macroeconomic outlook so allows. The authorisation will apply until the next Annual General Meeting in 2022, and payment will take place no earlier than the fourth quarter of 2021. Dividends of total NOK 130.8 million represent NOK 0.70 each share. Board authorisations At the Annual General Meeting on 25 March 2020, four authorisa- tions were given to the Board with defined purposes. Each of the items was voted on separately: Ǵ Authorisation to increase the Bank’s share capital by up to NOK 6,000,000 in connection with the Bank’s option programme for employees. As at 31 December 2020, the authorisation has been partially used. The authorisation is valid until the Bank’s Annual General Meeting in 2021, but no longer than until 30 June 2021. The Board proposes that the authorisation be renewed for one year reduced to NOK 4,000,000 until the Annual General Meeting 2022, but no longer than until 30 June 2022. Ǵ Authorisation to increase the Bank’s share capital by up to NOK 18,411,972, corresponding to 10% of the Bank’s share capital, in order to strengthen the Bank’s financial structure. The authorisa- tion is valid until the Bank’s Annual General Meeting in 2021, but no longer than until 30 June 2021. As at 31 December 2020, the authorisation has not been used. Ǵ Authorisation to issue bonds that are approved as other Tier 1 capital and/or subordinated loans that are approved as addi- tional capital for up to NOK 500,000,000. The authorisation runs until the Annual General Meeting in 2022. As at 31 December 2020, NOK 200,000,000 of the authorisation has been used. Ǵ Authorisation to purchase own shares by up to NOK 9,000,000 to optimise the Bank’s financial structure. The authorisation is valid until the Bank’s Annual General Meeting in 2021, but no longer than until 30 June 2021. As at 31 December 2020, the authorisation has not been used. 4. Equal treatment of shareholders and transactions with associates The Board of Directors and the management of Komplett Bank emphasise that all shares in the Bank must be treated equally and that they must have the same opportunity to exert influence. Komplett Bank has one share class, and each share allows one vote. The bank’s transactions in own shares are made on the stock exchange or in some other manner at the stock exchange price. In the event of increases in the share capital, the Bank’s existing shareholders have a pre-emptive right. Any deviation from this pre-emptive right must be justified in a stock exchange announce- ment related to the capital increase. There were no such cases during 2020. Komplett Bank has established guidelines for transactions with related parties. This means, among other things, that transactions with related parties must be carried out at arm’s length and on market terms. For not insignificant transactions between the Bank and related parties, an independent valuation must be obtained which must be made known to the shareholders. Komplett Bank has established a long-term commercial and strategic partnership with Komplett Group and aims to develop financial products and services based on this partnership. There is a co-operation agreement between Komplett AS and Komplett Bank ASA. The agreement covers IP rights, marketing co-operation and other services. The agreement was renewed in 2017 with a duration of five years. Furthermore, an agreement has been entered into on product collaboration related to the Bank’s credit card and its associated benefits programme. The agreement was renewed in 2018 with a duration of five years. An agreement has also been entered into with Komplett AS for the development of a solution for integrating the Bank’s products for point-of-sale (POS) financing into the Komplett Group’s POS solutions. The bank’s products are implemented with all their core functional- ity as part of the trading platforms for komplett.no and komplett.se . All transactions with related parties are carried out on similar terms and conditions as if they had been entered into between inde- pendent parties. For more information on transactions with related parties, see note 17 in the annual report for 2020. 5. Shares and negotiability Komplett Bank’s shares are listed on the Oslo Stock Exchange with the ticker “KOMP” and are freely tradable. The articles of association do not contain any restrictions related to owning, trading or voting for the Bank’s shares. 6. General meeting Through the general meeting of Komplett Bank, the shareholders exercise the supreme authority in the Bank. According to the articles of association, the Annual General Meeting must be held each year by the end of April. Notice of the general meeting, as well as a meeting notice and a proxy form, will be made available on Komplett Bank’s website www. komplettbank.no no later than 21 days before the general meeting is held. Shareholders who wish to attend the general meeting must send in the registration form or proxy form as stated in the meeting notice. The procedure for voting, including the procedure for attending by proxy, and the shareholders’ right to submit alternatives to the Board’s proposals on the agenda of the general meeting, must be included in the notice. According to Komplett Bank’s articles of association, the chair of the Board declares the general meeting open and facilitates the election of an independent chairperson. The Board members and auditor must also attend the ordinary general meeting. The Board members have the right to be present and speak at the general meeting. The chair of the Board and the managing director have a duty to attend unless there is an excused absence, in which case a deputy must be appointed. Komplett Bank Annual Report 2020 17