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General meeting of XXL ASA

At the general meeting of XXL ASA on 3 June 2021, Folketrygdfondet will vote against agenda items 4, 5, 10 and 12 for the following reasons:

Item 4: Approval of guidelines on the setting of executive pay and other remuneration

Folketrygdfondet takes a positive view of executive and board share ownership schemes that align the interests of executives and shareholders, ensure good corporate governance and secure value creation over time. Folketrygdfondet also expects boards of directors to adopt schemes that are simple and clear, include a cap on allocations and are reasonable in scope.

The proposed share programme is uncapped and has a potential scope of up to 5 percent of the share capital of a subsidiary, XXL Sport og Villmark ASA. The scheme is extensive, and relates to shares in a subsidiary rather than XXL ASA. Folketrygdfondet will therefore vote against the guidelines on the setting of executive pay and other remuneration under agenda item 4.


Item 5: Setting of board remuneration 

Folketrygdfondet generally takes a positive view of executive and board share ownership, but in agenda item 5 the nomination committee of XXL is proposing that board members be permitted to participate in a share incentive programme designed for the CEO and executives. Since the board has designed the programme and is responsible for its implementation, the proposal in agenda item 5 could result in an unclear division of roles and responsibilities between the board and management. Folketrygdfondet will therefore vote against agenda item 5 relating to board remuneration.

Item 10: Board authorisation to increase share capital – share incentive programme

The board is requesting authorisation for an increase in share capital to be used in the investment/share incentive programme for executives, including board members.
In line with the voting statements relating to agenda items 4 and 5, Folketrygdfondet will vote against the proposed resolution under agenda item 10 authorising the board of directors to increase the share capital in connection with the share incentive programme. 

Item 12: Board authorisation to acquire own shares

The board is requesting authorisation to acquire own shares for use in the investment/share incentive programme for executives, including board members.

In line with the voting statements relating to agenda items 4 and 5, Folketrygdfondet will vote against the proposed resolution under agenda item 12 authorising the board of directors to acquire own shares.
 

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