Extraordinary general meeting of XXL ASA

At the extraordinary general meeting of XXL ASA on 29 January 2020, Folketrygdfondet will vote against item 3, for the following reasons:

Folketrygdfondet supports share-based executive remuneration schemes that serve the interests of both shareholders and senior executives. Such incentive schemes should be linked to personal targets, company targets and targets designed to ensure good long-term value creation for shareholders. Moreover, we expect company boards to cap such schemes and keep them reasonable in scope.

The proposed share scheme is uncapped and has a scope of up to 5% of the share capital of a subsidiary, XXL Sport og Villmark AS. Folketrygdfondet considers the scheme to be broad, and that the scheme’s criteria are insufficiently specified to facilitate an understanding of the potential transfer of value from the shareholders to management. The authorisation requested by the board is thus too broad, and Folketrygdfondet will therefore be voting against the proposed scheme.