Board authorisations At the annual general meeting on April 7th, 2022, three authorizations were given to the board with defined purposes. Each of the authorizations were voted on separately. Ǵ Authorization to increase the Bank’s share capital by up to 4 million NOK in connection with the Bank’s employee option scheme was granted at the Annual General Meeting on April 7, 2022. As of December 31, 2022, the authorization has been partially used. The authorization is valid until the Bank’s Annual General Meeting held in 2023, but not beyond June 30, 2023. Ǵ Authorization to issue eligible capital approved as additional core capital and/or eligible loan approved as supplementary capital for up to 200 million Norwegian kroner. The authorization is valid until the ordinary general meeting held in 2023. As of December 31, 2022, the authorization has not been utilized. Ǵ Authorization to purchase own shares for up to 5 million NOK to optimize the Bank’s financial structure. The authorization is valid until the Bank’s ordinary general meeting held in 2023, but no later than June 30, 2023. As of December 31, 2022, the authorization 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 announcement related to the capital increase. There were no such cases during 2022. Komplett Bank has established, as a supplement to the board instructions, 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. As of December 31, 2022, Komplett Bank had no such agreements. Komplett Bank has had a longstanding commercial and strategic partnership with Komplett Group based on a collaboration agreement between Komplett AS and Komplett Bank ASA. The agreement involves intellectual property rights, marketing collaboration, and other services. There is also an agreement for product collaboration related to the Bank’s credit card with an associated benefits program. The agreement was renewed in 2018 for a duration of 5 years. The partnership has also included an agreement with Komplett AS for the development of a solution for integrating the Bank’s products for purchase financing (POS) into the Komplett group’s point-of-sale solutions. In Q4 2022, the Bank reached an agreement with Komplett Group to exit the POS financing partnership. This is a result of the jointly developed POS product no longer meeting expected returns, as well as progress in the Bank’s strategic repositioning. The Bank and Komplett Group have also agreed to terminate the agreement related to the use of the Komplett brand. As a result of the above, the POS product will be discontinued and the royalty fee agreement will be terminated effective from May 1, 2023. Komplett Bank will be launched under a new name in May 2023. The Bank’s products are implemented with all their core functionality 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 independent parties. For more information on transactions with related parties, see note 21 in the annual report for 2021. 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 Assembly Through the General Assembly 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 ir.komplettbank.com 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. 16 Corporate governance
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