Item 7: Advisory vote on the report on salaries and other remuneration to leading personnel
Note 21 in the financial statements reveals that Glitrafjord AS, a company wholly owned by the CEO, has invoiced Kahoot! ASA for 380,000 USD in consulting services in 2021. The content of these consulting services is not specified. The payment to Glitrafjord AS is not named in the report on salaries and other remuneration to leading personnel. Folketrygdfondet considers the reporting to be incomplete, as it does not contain sufficient information to evaluate whether this payment should be considered part of the remuneration to the CEO of Kahoot! ASA.
Item 8: Approval of the guidlines on salaries and other remuneration to leading employees
We refer to the principles in the voting rationale for item 7. For option programs and other share-based programs, Folketrygdfondet expects the boards to set a maximum limit for the scheme and that the scope is not unreasonable. The incentive scheme at Kahoot! ASA lacks a maximum ceiling, such that approval of the authorization in item 13 can lead to the issuance of up to 9.1 percent new shares. Therefore, Folketrygdfondet is of the view that this proposal can result in an excessive transfer of value from shareholders to company management.
Item 13. Authorization for the board to increase the share capital in connection with options and capital rights exercises
We refer to our voting rationale in item 8, in which we are of the view that the option program could potentially result in an excessive transfer of value from shareholders to company management. Folketrygdfondet wil therefore vote against the proposal to give the board the authorization to increase the share capital in connection with the option program.
Item 14. Authorization for the board to acquire own shares
We refer to our voting rationale in item 8, in which we are of the view that the option program could potentially result in an excessive transfer of value from shareholders to company management. The board specifies that the share purchase authorization can be used to comply with the company's obligations related to, inter alia, the executive remuneration program. Folketrygdfondet will therefore vote against the proposal.