Otello Corporation ASA (“Otello” or the “Company”) strongly believes that strong corporate governance creates higher shareholder value. As a result, Otello is committed to maintaining high standards of corporate governance. Otello’s principles of corporate governance have been developed in light of the Norwegian Code of Practice for corporate governance (the “Code”), dated August 28, 2025, as required for all listed companies on the Oslo Stock Exchange. The Code is available at www.nues.no. The principles are further developed and are in accordance with section 2-9 of the Norwegian Accounting Act, which can be found at https://lovdata.no/dokument/NL/lov/1998-07-17-56/KAPITTEL_2#KAPITTEL_2. Otello views the development of high standards of corporate governance as a continuous process and will continue to focus on improving the level of corporate governance.
The Board of Directors has the overall responsibility for corporate governance at Otello and ensures that the Company implements sound corporate governance. The Board of Directors has defined Otello’s basic corporate values, and the Company’s ethical guidelines and guidelines on corporate social responsibility are in accordance with these values.
The Board of Directors has defined clear objectives, strategies, and risk profiles for Otello's business activities such that Otello creates value for shareholders in a sustainable manner. The Board of Directors considered financial, social and environmental considerations when they carried out this work.
The Board of Directors further will annually evaluate Otello's objectives, strategies and risk profiles.
The Company deviates from the Code with respect to section 11 and the fact that members of the Board of Directors have been granted options, please see “Remuneration of the Board of Directors” below.
Otello primarily holds shares in Bemobi Mobile Tech S.A. (“Bemobi”), a pioneering technology company offering mobile solutions and platforms for digital payments, customer engagement, microfinance and digital services. Bemobi is a public company listed on the Bovespa exchange in Brazil. During 2025, the Group sold its patents to the Skyfire technology. The Group continues to own some minor investments in other companies.
Our business is based on close relationships with customers, partners, investors, employees, friends, and communities all over the world — relationships we are committed to developing by conducting our business openly and responsibly. Our corporate policies are developed in order to be true to this commitment.
The Board of Directors has adopted corporate social responsibility (“CSR”) guidelines. These guidelines cover a range of topics and are focused around the following areas: our employees, human rights, anti-corruption and the environment. These general principles and guidelines apply to all employees and officers of the Group. See the Board of Directors report for further information.
The Company’s capital structure and financing is considered to be appropriate in terms of Otello’s objectives, strategy and risk profile.
Otello’s policy is to maintain a high equity ratio. Otello believes that share buybacks and dividend distributions can be undertaken as long as the Company can sustainably fund its ongoing operating expenses. Dividend payments will be subject to approval by the shareholders at the Company’s Annual General Meetings. This dividend policy is considered clear and predictable.
Authorizations granted to the Board of Directors to increase the Company’s share capital will be restricted to defined purposes and will in general be limited in time to no later than the date of the next Annual General Meeting. To the extent that authorization to increase the share capital shall cover issuance of shares under employee share option schemes and other purposes, the Company will consider presenting the authorizations to the shareholders as separate items.
The Board of Directors may also be granted the authority to acquire own shares. Authorizations granted to the Board of Directors to acquire own shares will also be restricted to defined purposes. To the extent that authorization to acquire own shares shall cover several purposes, the Company will consider presenting the authorization to the shareholders as separate items. Such authority may by law apply for a maximum period of two years, and will state the maximum and minimum amount payable for the shares. Normally, the proposed authority will be for one year or to the next annual general meeting. In addition, an authorization to acquire own shares will state the highest nominal value of the shares which Otello may acquire, and the mode of acquiring and disposing of own shares. Otello may not at any time hold more than 10% of the total issued shares as own shares.
A key concept in Otello’s approach to corporate governance is the equal treatment of shareholders. Otello has one class of shares and all shares are freely transferable (with possible exceptions due to foreign law restrictions on sale and offering of securities). All shares in the Company carry equal voting rights. The shareholders exercise the highest authority in the Company through the General Meeting. All shareholders are entitled to submit items to the agenda, and to meet, speak, and vote at the General Meeting.
Any decision to waive the pre-emption rights of existing shareholders to subscribe for shares in the event of an increase in share capital will be explained. Where the Board of Directors resolves to carry out an increase in the share capital and waive the pre-emption rights of the existing shareholders on the basis of a mandate granted to the board, an explanation will be publicly disclosed in a stock exchange announcement issued in connection with the increase of the capital.
Any transactions, agreements or arrangements between the Company and its shareholders, members of the Board, members of the executive management team or close associates of any such parties will only be entered into as part of the ordinary course of business and on arm's length market terms. All such transactions shall, where relevant, comply with the procedures set out in the Norwegian Public Limited Liability Companies Act (the "NPLCA"). The Board of Directors will arrange for a valuation to be obtained from an independent third party unless the transaction, agreement or arrangement in question is considered to be immaterial or covered by the provisions of section 3-16 of the NPLCA.
If the Company should enter into a not immaterial transaction with related parties within Otello or with companies in which a director or leading employee of Otello or close associates of these have a material direct or indirect vested interest, those concerned shall immediately notify the Board of Directors. Any such transaction must be approved by the Board of Directors, and where required also as soon as possible publicly disclosed to the market.
The Company has an established and closely monitored insider trading policy. Otello employees are prohibited from trading in Otello securities based on information that is material, nonpublic information; that is, the public does not yet have access to this information, and this information may be deemed interesting for an investor to use when deciding whether to buy or sell securities. This rule also applies to other companies, where Otello employees may have access to such nonpublic information. Please note that even a tip to family and friends is considered illegal, if this should be used as a basis for buying or selling securities.
Any transaction the Company carries out in its own shares will be carried out either through the stock exchange or at prevailing stock exchange prices if carried out in any other way.
Otello has no limitations on the transferability of shares and has one class of shares. Each share entitles the holder to one vote.
Through the General Meeting, the shareholders exercise the highest authority in the Company. General Meetings are held in accordance with the Code. All shareholders are entitled to submit items to the agenda, meet, speak, and vote at General Meetings. The Annual General Meeting is held each year before the end of June. Extraordinary General Meetings may be called by the Board of Directors at any time. The Company’s auditor or shareholders representing at least five percent of the total share capital may demand that an Extraordinary General Meeting be called to discuss a specific matter.
General Meetings are convened by written notice to all shareholders with known addresses no later than 21 days prior to the date of the meeting. Proposed resolutions and supporting information, including information on how to be represented at the meeting, vote by proxy and the right to propose items for the General Meeting, is generally made available to the shareholders no later than the date of the notice. According to the Company’s Articles of Association, attachments to the calling notice may be posted on the Company’s website and not sent to shareholders by ordinary mail. Shareholders who wish to receive the attachments may request the Company to mail such attachments free of charge. Resolutions and the supporting information are sufficiently detailed, comprehensive and specific to allow shareholders to form a view on all matters to be considered in the meeting.
Shareholders who are unable to be present, are encouraged to participate by proxy and a person who will be available to vote on behalf of shareholders as their proxy will be nominated. Proxy forms will allow the proxy holder to cast votes for each item separately. A final deadline for shareholders to give notice of their intention to attend the meeting or vote by proxy will be set in the notice for the meeting. Such deadline will be set as close as possible to the date of the General Meeting and under every circumstance, in accordance with the principles of section 5-3 of the NPLCA.
The members of the Board of Directors, Chairperson of the Nomination Committee, CEO, CFO and the auditor are all required to be present at the meeting in person, unless they have valid reasons to be absent. The Board of Directors normally proposes that the General Meeting elects an independent chairperson for the meeting. Notice, enclosures and protocol of meetings are available on Otello’s website.
The General Meeting elects the members of the Board of Directors (excluding employee representatives, if any), determines the remuneration of the members of the Board of Directors, approves the annual accounts and decides such other matters which by law, by separate proposal or according to the Company’s Articles of Association, are to be decided by the General Meeting. Shareholders will normally be able to vote on each individual candidate nominated for election to the Board of Directors, the Nomination Committee and any other corporate bodies to which members are elected by the General Meeting.
The Board of Directors may decide to allow electronic participation in General Meetings and will consider this before each General Meeting.
The minutes from General Meetings will be posted on the Company’s website within 15 days after the General Meeting has been held. Information that a General Meeting has been held will be made public as soon as possible after the end of the meeting.
The Nomination Committee is a body established pursuant to the Articles of Association and shall consist of three to five members. The members and the chairperson are elected by the General Meeting. The members of the Nomination Committee should be selected to take into account the interests of shareholders in general. Members of the Nomination Committee serve for a two-year period, unless a shorter period is decided by the General Meeting, but may be re-elected. Following the extraordinary general meeting held on 12 June 2025, the current members of the Nomination Committee are Jamie Sherman (Chairperson), Simon Davies, Kari Stautland and Jakob Iqbal, all of which are up for re-election at the 2026 Annual General Meeting.
The members of the Nomination Committee are independent of the Board of Directors and executive management. The members of the Nomination Committee are independent of the Board of Directors and executive management. Pursuant to the Articles of Association, no member of the Nomination Committee can also simultaneously be a member of the Board of Directors.
The tasks of the Nomination Committee are to propose candidates for election as shareholder-elected members of the Board of Directors and members of the Nomination Committee. The Nomination Committee is encouraged to have contact with shareholders, the Board of Directors and the Company’s Chief Executive Officer as part of its work on proposing candidates for election to the Board of Directors. The Committee cannot propose its own Committee members as candidates for the Company’s Board of Directors. Further, the Committee shall make recommendations regarding the remuneration of the members of the Board of Directors. Its recommendations will normally be explained, and information about proposed candidates will normally be given, no later than 21 days before the General Meeting. The tasks of the Nomination Committee are further described in the Company’s Nomination Committee guidelines, as adopted by the Annual General Meeting held on June 14, 2011. Remuneration of the members of the Nomination Committee will be determined by the General Meeting. Information regarding deadlines for proposals for members to the Board of Directors and the Nomination Committee will be posted on Otello’s website.
Otello does not have a corporate assembly as the employees have voted, and the General Meeting in 2010 approved, that the Company should not have a corporate assembly.
Appointed by Shareholders at the General Meeting, the Board of Directors is the central governing mechanism between shareholders and executive management. The members of the Board of Directors are selected in light of an evaluation of the Company’s need for expertise, capacity and balanced decision-making, and with the aim of ensuring that the Board of Directors can operate independently of any special interests and function effectively as a collegial body. Members of the Board of Directors are encouraged to own shares in the Company. At least half of the members of the Board of Directors shall be independent of the Company’s management and its main business connections. Members of the Board of Directors serve for a two-year period, or such shorter period as decided by the General Meeting, but directors may be re-elected. At least two of the shareholder-elected members of the Board of Directors shall be independent of the Company’s main shareholder(s). The Board of Directors does not include executive personnel. The current Otello Board of Directors meets these criteria as all members are independent of major shareholders and management. The Board of Directors have been granted options (see “Remuneration of the Board of Directors” below), which contribute to aligning the board’s interests with the shareholders to sell the Company’s remaining assets in a way that maximizes shareholder value. Information of each member is included in the Company’s website here: https://otellocorp.com/ir/board-of-directors.
The annual report will provide information to illustrate the expertise of the members of the Board of Directors, information on their record for attendance at board meetings and it will identify which members are considered to be independent.
Otello’s Board of Directors diligently performs its oversight function and closely monitors major developments. The principal tasks of the Board of Directors are outlined below:
The Board of Directors is entrusted with and responsible for the oversight of the assets and business affairs of Otello in an honest, fair, diligent and ethical manner. The Board of Directors has adopted a Code of Conduct and the directors are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest that follow. The Code of Conduct should be read and applied in conjunction with the Rules of Procedure as applicable at any time, and other rules and guidelines relevant to and adopted by the Board of Directors and / or the shareholders of Otello.
The Board of Directors has further established a Remuneration Committee and an Audit Committee, both of which have instructions adopted by the Board of Directors. Currently, the Remuneration Committee and the Audit Committee each consist of two members. According to the Code, a majority of the members of each Committee should be independent from the Company. If the requirements for independence are not met, Otello will explain the reasons in our Annual Report. Currently, Silje Christine Augustson (Chairperson) and Frank Blaker are members of the Audit Committee, and Song Lin (Chairperson), and Silje Christine Augustson are members of the Remuneration Committee. The requirements for independence are thus met. Further, according to the Public Limited Liability Companies Act, at least one member of the Audit Committee shall have qualifications within audit or accounting, and in the Company's view this requirement is met.
The Audit Committee’s main responsibilities include following up on the financial reporting process, monitoring the systems for internal control and risk management, having continuous contact with the appointed auditor, and reviewing and monitoring the independence of the auditor. The Board of Directors maintains responsibility and decision-making in all such matters. Please see below under the section “Remuneration of the Executive Personnel” for information regarding the tasks to be performed by the Remuneration Committee.
The Board of Directors will normally carry out self-evaluation processes, evaluating its work, performance and expertise annually. To the extent that such a process is carried out, it would normally also include an evaluation of the composition of the Board and the manner in which its members function, both individually and as a group, in relation to the objectives set out for its work. Any report will be more comprehensive if it is not intended for publication. However, any reports or relevant extracts from there should normally be made available to the nomination committee. The Board of Directors will also consider whether to use an external person to facilitate the evaluation of its own work.
In order to ensure a more independent consideration of matters of a material character in which the Chairman of the Board of Directors is, or has been, personally involved, such matters will be chaired by some other member of the Board of Directors.
The Board of Directors has overall responsibility for the management of the Company. This includes a responsibility to supervise and exercise control of the Company’s activities. The Board has drawn up the rules of procedure for the Board of Directors of Otello. The purpose of these rules of procedure is to set out rules on the work and administrative procedures of the Board of Directors of Otello. The Board of Directors shall, among other things, ensure that the Company’s business activities are soundly organized, supervise the Company’s day-to-day management, draw up plans and budgets for the Company’s activities, keep itself informed on the financial position of the Company, and be responsible for ensuring that the Company’s activities, accounts, and asset management are subject to adequate control. In its supervision of the business activities of Otello, the Board of Directors will ensure that:
The Board of Directors carries out an annual review of the Company's most important areas of exposure to risk and its internal control arrangements.
Otello’s Board of Directors has drawn up instructions for the Executive Team of the Company. The purpose of these instructions is to clarify the powers and responsibilities of the members of the Executive Team and their duty of confidentiality.
The Executive Team conducts an annual strategy meeting with the Board of Directors. The strategy meeting focuses on products, sales, marketing, financial and organizational matters, and the corporate development strategy for the Group.
The Board of Directors has ensured that the Company has sound internal control and systems for risk management that are appropriate in relation to the extent and nature of the Company’s activities. The Company has performed a scoping of the financial risks in the Company and has established written control descriptions and process descriptions. The controls are executed on a monthly, quarterly or yearly basis, depending on the specific control. The internal controls and systems also encompass the Company’s corporate values, ethical guidelines, and guidelines for corporate social responsibility. The Board of Directors carries out an annual review of the Company’s most important areas of exposure to risk and its internal control arrangements. In 2025, all Board members confirmed that they had read and complied with the Code of Conduct during the term of their directorship.
The Group’s CFO is responsible for the Group’s control functions for risk management and internal control. Otello publishes two interim financial statements in addition to the annual report. The financials are published on the Oslo Stock Exchange. Given the importance of providing accurate financial information, a centralized corporate control function and risk management function has been established consisting of the CFO. The CFO’s tasks are, among other things, to perform management’s risk assessment and risk monitoring across the group’s activities, to administer the Company’s value-based management system and to coordinate planning and budgeting processes and internal controls reporting to the Board of Directors and Executive Team.
The finance department prepares financial reporting for the Group and ensures that reporting is in accordance with applicable laws, accounting standards, established accounting principles and the Board’s guidelines. The finance department provides a set of procedures and processes detailing the requirements with which local reporting units must comply. The Group has established processes and a variety of control measures that will ensure quality assurance of financial reporting. A series of risk assessments and control measures have been established in connection with the preparation of financial statements.
The CFO is responsible for (i) the ongoing financial reporting and for implementing sufficient procedures to prevent errors in the financial reporting, (ii) identifying, assessing and monitoring the risk of significant errors in the Group’s financial reporting, and (iii) implementing appropriate and effective internal controls in accordance with specified group requirements and for ensuring compliance with local laws and requirements. All interim financial statements are analyzed and assessed relative to budgets, forecasts, and historical trends.
Critical issues and events that affect the future development of the business and optimal utilization of resources are identified, and action plans are put in place, if necessary.
The Audit Committee oversees the process of financial reporting and ensures that the Group’s internal controls and the risk management systems are operating effectively. The Audit Committee performs a review of the half-yearly and annual financial statements, which ultimately are approved by the Board of Directors.
As an extension of the general principles and guidelines, Otello has drawn up additional guidelines.
Otello has guidelines and information policies covering information security roles, responsibilities, training, contingency plans, etc.
Otello is committed to reporting financial results and other relevant information based on openness and taking into account the requirement for equal treatment of all participants in the securities market. To ensure that correct information is made public, as well as ensuring equal treatment and flow of information, the Company’s Board of Directors has approved an Investor Relations policy. A primary goal of Otello’s investor relations activities is to provide investors, capital-market players, and shareholders with reliable, timely and balanced information for investors, lenders and other interested parties in the securities market, to enhance their understanding of our operations.
Remuneration for members of the Board of Directors is a fixed annual sum proposed by the Nomination Committee and approved at the Annual General Meeting. The remuneration reflects the responsibility, qualifications, time commitment and complexity of the tasks in general. No members of the Board of Directors (or any company associated with such member) elected by the shareholders have assumed special tasks for the Company beyond what is described in this document, and no such member (or any company associated with such member) has received any compensation from Otello other than ordinary Board of Directors remuneration. The remuneration of the Board of Directors has historically not been linked to the Company's performance. The Company has historically not granted share options to the members of the Board of Directors. However, the extraordinary general meeting on 15 September 2025 approved the grant of share options to each member of the Board of Directors, which are tied to the sale or disposition of Otello’s shares in Bemobi. See Section 3 of the Remuneration Report for a summary of the main conditions of the share options. The options were proposed by the Nomination Committee and approved by the shareholders and neither the Company nor the members of the Board of Directors have any influence over this. However, the members of the Board Directors believe that the options align with the interest of the shareholders as the options are tied to a successful sale of the shares owned in Bemobi. The value of the options upon possible exercise are not capped and again; this has been proposed by the Nomination Committee and approved by the shareholders. Any change to the remuneration of the Board of Directors is approved by the General Meeting. All remuneration to the Board of Directors is disclosed in Note 3 to the Annual Report.
Members of the Board of Directors and/or companies with which they are associated will normally not take on specific assignments for the Company in addition to their appointment as a member of the Board of Directors. If they nonetheless do take on such assignments, this must be disclosed to the full Board of Directors. The remuneration for such additional duties shall be approved by the Board of Directors.
A Remuneration Committee has been established by the Board of Directors. The Committee shall act as a preparatory body for the Board of Directors with respect to (i) the compensation of the CEO and other members of the Executive Team and (ii) Otello’s corporate governance policies and procedures, which, in each case, are matters for which the Board of Directors maintains responsibility and decision making.
Details concerning remuneration of the executive personnel, including all details regarding the CEO’s remuneration, are given in Note 3 to the Annual Report. The performance-related remuneration to executive personnel has historically been subject to an absolute limit, see however above for options which are also approved issued to members of management and which contribute to aligning the management’s interests with the shareholders to sell the Company’s remaining assets in a way that maximizes shareholder value The Board of Directors assesses the CEO and his terms and conditions once a year. The guidelines on the salary and other remuneration for executive personnel are clear and easily understandable, and they contribute to the Company's commercial strategy, long-term interests and financial viability. The General Meeting is informed about incentive programs for employees, and, pursuant to section 6-16 b. of the NPLCA, an annual report regarding remuneration for the Executive Team will be presented to the General Meeting.
Communication with shareholders, investors, and analysts is a high priority for Otello. The Company believes that objective and timely information to the market is a prerequisite for a fair valuation of the Company’s shares and, in turn, the generation of shareholder value. The Company continually seeks ways to enhance our communication with the investment community. The Company's reporting of financial and other information is based on openness and taking into account the requirement for equal treatment of all participants in the securities market.
Otello’s company website (https://www.otellocorp.com/ir) provides the investment community with information about the Company, including a comprehensive investor relations section. This section includes the Company’s investor relations policy, annual and quarterly reports, press releases and stock exchange announcements, share price and shareholder information, a financial calendar, an overview of upcoming investor events, and other relevant information.
Important events affecting the Company are reported immediately to the Oslo Stock Exchange in accordance with applicable legislation and posted on https://www.otellocorp.com/ir. All material information is disclosed to recipients equally in terms of content and timing.
The Board of Directors endorses the recommendations of the Code. Otello’s Articles of Association do not contain any restrictions, limitations or defense mechanisms on acquiring the Company’s shares. In accordance with the Securities Trading Act and the Code, the Board has adopted guidelines for possible takeovers.
In the event of an offer, the Board of Directors will not seek to hinder or obstruct takeover bids for Otello’s activities or shares. In such situations, the Board of Directors and the Company's Executive Team have an independent responsibility to help ensure that shareholders are treated equally, and that the Company's business activities are not disrupted unnecessarily. The Board of Directors has a particular responsibility to ensure that shareholders are given sufficient information and time to form a view of the offer. Any agreement with the bidder that acts to limit the Company’s ability to arrange other bids for the Company’s shares will only be entered into where the Board believes it is in the common interest of the Company and its shareholders. This shall also apply to any agreement on the payment of financial compensation to the bidder if the bid does not proceed. Any financial compensation should normally be limited to the costs the bidder has incurred in making the bid.
Information about agreements entered into between the Company and the bidder that are material to the market’s evaluation of the bid will be publicly disclosed no later than at the same time as the announcement of an impending bid is published.
If an offer is made for the shares of Otello, the Board of Directors will make a recommendation as to whether the shareholders should or should not accept the offer. The Board of Director's statement on the offer will make it clear whether the views expressed are unanimous, and if this is not the case it will explain the basis on which specific members of the board have excluded themselves from the board’s statement. The Board of Directors will normally arrange for a valuation from an independent expert. The valuation should include an explanation, and will normally be made public no later than at the time of the public disclosure of the Board of Directors statement.
Any transaction that is in effect a full disposal of the Company’s activities should be decided by a General Meeting.
The auditor participates in meetings of the Board of Directors that deal with the annual accounts, as well as upon special request. Every year, the auditor presents to the Audit Committee a report outlining the audit activities in the previous fiscal year and highlighting the areas that caused the most attention or discussions with management, as well as a plan for the work related to the Company’s audit. The Board of Directors will make sure that the auditor submits the main features of the plan for the audit of the Company to the Audit Committee annually. The auditor also reports at least annually on internal control observations during the conduct of the audit, including identified weaknesses and proposals for improvement.
The auditor will make himself available upon request for meetings with the Board of Directors during which no member of the executive management is present at least once each year, as will the Board of Directors upon the auditor’s request. At meetings where the annual accounts are dealt with, the auditor shall report on any material changes in the Company’s accounting principles and key aspects of the audit, comment on any material estimated accounting figures and report all material matters on which there has been disagreement between the auditor and the executive management of the Company. The General Meeting is informed about the Company’s engagement and remuneration of the auditor and for fees paid to the auditor for services other than the annual audit, and details are given in Note 6 to the Annual Report.
The Board of Directors has established guidelines in respect of the use of the auditor by the Company’s executive management for services other than the audit.
Scott Kerrison
CFO
E-mail: scott.kerrison@otellocorp.com
D&B Business Report Rating: AAA


