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General meeting of Ultimovacs ASA

At the Ultimovacs ASA annual general meeting 21 April 2022, Folketrygdfondet will vote against items 4, 5 and 14 for the following reasons:

Item 4: Approval of the guidelines regarding stipulation of salary and other remuneration to the executive management

Folketrygdfondet has a positive view of incentive programs that are targeted, and performance based. Incentive programs should be linked to personal targets, company targets, and targets to ensure good value creation for shareholders over the long term. For option programs and other equity-based programs, we expect that the board also sets a maximum ceiling for the program and that the scope is not unreasronable. 
As the Ultimovacs option program lacks a cap on share-based compensation, Folketrygdfondet’s view is that this proposal can therefore involve an excessive transfer of value from the shareholders to company management. Folketrygdfondet will therefore vote against item 4.

Item 5: Approval of the report on salary and other remuneration to the executive management

The report is based on a program for executive remuneration that does not include a cap on share-based compensation. The absence of a cap is inconsistent with Folketrygdfondet's expectations for executive remuneration programs. Folketrygdfondet voted against the incentive scheme last year and will vote against the report for the same reasons.


Item 14: Authorization for the board to increase the share capital in connection with incentive programs.

We refer to our explanation for item 4. The option program can potentially involve an excessive transfer of value from the shareholders to executive management. Folketrygdfondet will therefore vote against the proposal to authorize the board to increase the share capital in connection with the option program.


 
 

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