
52
Spir Group ASA
Annual Report 2024
A statement on Spir Group´s corporate governance
principles and practices is provided in section 14.3 in
Board of Director’s report. A statement on Spir Group’s
work with ESG is provided in section 13.
Transparency Act
The Norwegian Transparancy Act (“Åpenhetsloven”)
grants anyone the right to request information from
the Company on how we handle negative impacts on
human rights and working conditions, as well as specific
information related to goods and services. This includes
information about Spir Group’s organization and
structure, the policies, and the procedures established to
prevent negative consequences. Furthermore, it includes
how the negative consequences are identified and how
they are addressed, and the impact of any measures we
have taken.
Assessments are regularly conducted and are
proportional to the size, nature, and segments of the
various companies within Spir Group, as well as the
severity and likelihood of negative consequences for
basic human rights and decent working conditions.
The main focus is on how the business impacts people
both inside and outside the organization.
In addition to our permanent employees in Norway
and Sweden, the Company also employs contractors
in some other countries. We conduct due diligence
assessments when approaching potential projects/
businesses in other countries and have our own
guidelines for our suppliers. Suppliers are required
to maintain high ethical standards, good business
practices, and not act in violation of applicable
laws and regulations, key UN conventions, and
national labour laws at the production site. The UN
Declaration on Human Rights must be respected.
Whenever conventions, national legislation, and
regulations cover the same issue, the highest
standard shall always prevail.
Anyone who wishes to obtain information under the
Transparency Act may contact Spir Group in writing
and request information on how we handle actual
and potential negative impacts on basic human rights
and decent working conditions that we may have
identified. Currently, no risk elements that have failed
to meet specific measures have been identified. HR is
responsible for this task within the Company.
The yearly statement on the Company’s due diligence
assessments will be made available on the Company’s
website once approved by the Board of Directors and
no later than June 30, 2025.
Shareholder information
As of 31 December 2024, Spir Group ASA’s share
capital was NOK 2,651,523.98, consisting of
132,576,199 ordinary shares with a nominal value of
NOK 0.02. At the end of 2024, Spir Group held 2,075
own shares.
The 10 largest shareholders held 81 percent of
the shares outstanding. The company’s largest
shareholder, Karbon Invest AS, held 33.6 percent of the
shares at year end.
The final share price at the close of the year, on 29
December 2023, was NOK 8.48.
For detailed shareholder information, see Note 25 in
the consolidated financial statements for 2024.
Insurance for Board members and CEO
Spir Group has in place an insurance that covers
members of the Board and the Group CEO, for their
potential responsibility towards the Group and its
companies, as well as third parties. The insurance also
covers the Boards and CEOs of subsidiary companies,
and coverage is maximum MNOK 100.
Events after the reporting period
On 1 January 2025, a total of 88,589 RSUs were
eligible for settlement under the RSU program from
2023, giving the RSU holders the right to subscribe
for 88,589 shares in total, each with a par value of
NOK 0.02, at a subscription price of NOK 0.02 per
share. On the basis of the authorisation granted to it
by the annual general meeting held on 31 May 2024,
the Board resolved on 10 January 2025 to increase
the Company’s share capital by up to NOK 1,771.78
by issuing up to 88,589 new shares at a subscription
price of NOK 0.02, corresponding to the nominal
value of the Company’s shares.
The share capital increase of NOK 1,771.78 pertaining
to the issuance of the 88,589 new shares was
registered with the Norwegian Register of Business
Enterprises on 17 January 2025. The Company’s
new share capital is NOK 2,653,295.76, divided on
132,664,788 shares, each with a nominal value of NOK
0.02.
Following settlement of the abovementioned RSUs,
no other RSUs remains outstanding under the RSU
program.
On 13 February 2025, the Board resolved to adopt a
new 3-year share option program for management and