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Entra

AGM Information Mar 22, 2022

3596_rns_2022-03-22_b3e0f9b4-8a60-4ccf-99b8-faef3cc503aa.pdf

AGM Information

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English office translation. In case of discrepancies the Norwegian version shall prevail.

To the shareholders of Entra ASA

NOTICE OF THE ANNUAL GENERAL MEETING OF ENTRA ASA

Entra ASA will hold its annual general meeting on Friday, 22 April 2022 at 10:00 (CET). This notice is also available at the company's website www.entra.no. The general meeting will be held physically, at the company's offices in Biskop Gunnerus' gate 14A, 0185 Oslo, with an option for shareholders who want to attend digitally. See further information on attendance below.

The general meeting has the following

Agenda

  • 1. Opening of the meeting and registration of attending shareholders The meeting will be opened by the Chair of the Board, Siri Hatlen, or a person appointed by her.
  • 2. Election of a person to chair the meeting The Board proposes that attorney at law Dag Erik Rasmussen is elected as chair of the meeting.
  • 3. Election of a person to co-sign the minutes
  • 4. Approval of the notice and the proposed agenda

5. Approval of the annual accounts and the Board's annual report for the financial year 2021 for Entra ASA, including distribution of dividend

Reference is made to the 2021 Annual Report, including the annual accounts, the Board's report and the auditor's statement, which is available at the company's website, https://www.entra.no/investorrelations/reports-and-presentations.

The Board proposes that the general meeting resolves to distribute dividend in the amount of NOK 2.60 per share for the second half of 2021. This dividend comes in addition to the dividend of NOK 2.50 per share as resolved by the Board on 13 July 2021 and distributed on 12 October 2021 pursuant to the Board authorisation granted by the annual general meeting in 2021, cf. item 6 of the minutes of the general meeting available at https://www.entra.no/investor-relations/article/generalmeeting. Accordingly, the total dividend amount distributed for 2021 will be NOK 5.10 per share.

The dividend of NOK 2.60 per share is proposed paid to the company's shareholders as of 22 April 2022, as registered in Euronext Securities Oslo (VPS) on 26 April 2022, and the shares will trade exclusive the right to receive dividend from and including 25 April 2022. Subject to the approval by the general meeting, the payment date of the dividend is expected to be on or about 3 May 2022.

The Board proposes that the general meeting resolves as follows:

The general meeting approves the annual accounts and the Board's annual report for Entra ASA for the financial year 2021.

The general meeting approves the distribution of a dividend in the amount of NOK 2.60 per share for the second half of 2021. The dividend will be paid on or about 3 May 2022 to the company's shareholders as of 22 April 2022 (as registered in the VPS on 26 April 2022). The shares will trade exclusive the right to receive dividend from and including 25 April 2022.

6. Authorisation to distribute semi-annual dividend based on the approved annual accounts for 2021

The authorisation to distribute semi-annual dividend based on the approved annual accounts for 2020 expires at the annual general meeting in 2022. In order to continue the practice relating to payment of dividend on a semi-annual basis, the Board proposes that the general meeting

authorises the Board to resolve distributions of dividends based on the company's annual accounts for 2021.

The grounds for the proposal is that the company's cash flow is highly stable and has a high degree of predictability. The Board considers that this should be demonstrated through the company's dividend policy by the Entra share being positioned as a stable dividend share, combined with growth in profits, underlying values and dividend capacity.

The Board proposes that the general meeting resolves as follows:

  • 1. The Board is authorised to resolve distributions of semi-annual dividends based on the company's annual accounts for 2021, cf. section 8-2 (2) of the Norwegian Public Limited Liability Companies Act.
  • 2. When making use of the authorisation, the Board shall ensure that the resolution to distribute dividend is in line with the company's resolved dividend policy. Before a resolution on distribution of dividend is made, the Board shall assess whether the company, following such distribution, will have an adequate equity and liquidity.
  • 3. The authorisation shall be valid until the annual general meeting in 2023, and will in all cases expire on 30 June 2023.

7. The Board's report on corporate governance

Reference is made to the report on corporate governance adopted by the Board on 3 March 2022, which is included on page 68 et seq. in the 2021 Annual Report. The report is made in accordance with the Norwegian Code of Practice for Corporate Governance as it reads on 14 October 2021.

Pursuant to section 5-6 (5) of the Public Limited Liability Companies Act, the general meeting shall consider the report on corporate governance in accordance with section 3-3b of the Norwegian Accounting Act. The report is not subject to vote.

8. Report on salaries and other remuneration to senior personnel

A report providing an overview of paid and outstanding salaries and other remuneration to senior personnel in accordance with section 6-16 b of the Public Limited Liability Companies Act has been prepared by the Board. The company's auditor has controlled that the report is in accordance with section 6-16 b of the Public Limited Liability Companies Act and the regulation of 11 December 2020 no. 2730 on guidelines and report on remuneration for senior executives. The report is available on https://www.entra.no/investor-relations/article/general-meeting.

The annual general meeting shall hold an advisory vote on the report, cf. section 5-6 (4) and section 6-16 b (2) of the Public Limited Liability Companies Act.

The Board proposes that the general meeting passes the following resolution:

"The general meeting endorses the Board's report on salaries and other remuneration to senior personnel, in accordance with section 6-16 b of the Public Limited Liability Companies Act."

9. Approval of the Board's guidelines on salaries and other remuneration to senior personnel

Reference is made to the Board's proposed guidelines on salaries and other remuneration to senior personnel, including Board Members, prepared in accordance with section 6-16 a of the Public Limited Liability Companies Act. The proposed guidelines are available on https://www.entra.no/investor-relations/general-meeting/

The amendments in the updated guidelines are in all material respect clarifications of the guidelines approved by the ordinary general meeting in 2021.

The guidelines are in accordance with section 5-6 (3) of the Public Limited Liability Companies Act subject to the approval by the general meeting.

The Board proposes that the general meeting resolves as follows:

The general meeting approves the Board's guidelines on determination of salaries and other remuneration to senior personnel in accordance with § 6-16 a of the Public Limited Liability Companies Act.

10. Authorisation to acquire own shares in Entra ASA in the market for subsequent cancellation

The Board authorisation to acquire shares in Entra ASA as granted by the annual general meeting in 2021 expires at the annual general meeting in 2022. Thus, the Board proposes that the general meeting grants the Board a new authorisation to acquire shares in the company with an aggregated par value of up to approximately 5% of the share capital. The maximum purchase price is proposed set to up to NOK 2,731,980,900.

The buy-back of the company's own shares will benefit shareholders as the remaining shares will hold a higher share of ownership in the company. The grounds for the proposal of the new authorisation is to enable the Board the possibility to utilise the mechanisms pursuant to the Public Limited Liability Companies Act as regards distribution of capital to the company's shareholders. The existing authorisation was not used during 2021.

Any acquisition of the company's own shares is conditional on such shares being cancelled by a subsequent share capital decrease to be resolved by a new general meeting.

The Board proposes that the general meeting resolves as follows:

  • 1. The general meeting authorises the Board to acquire own shares in Entra ASA on behalf of the company with an aggregated par value of up to NOK 9,106,603, equivalent to approximately 5% of the company's share capital, for a maximum purchase price of up to NOK 2,731,980,900.
  • 2. Treasury shares acquired under this authorisation may only be disposed of by way of a subsequent cancellation in connection with a share capital decrease, cf. section 12-1 (1) no. 2 of the Public Limited Liability Companies Act.
  • 3. The lowest and highest price to be paid per share is NOK 50 and NOK 300, respectively.
  • 4. The company's acquisition and divestment of own shares shall be carried out on a stock exchange or otherwise at a trading price and in accordance with generally accepted principles for equal treatment of shareholders.
  • 5. This authorisation shall be valid until the annual general meeting in 2023, and will in all cases expire on 30 June 2023.

11. Authorisation to acquire own shares in Entra ASA in connection with its share scheme and long-term incentive scheme

Reference is made to the annual general meeting in 2021, where the general meeting resolved to authorised the Board to acquire shares in Entra ASA on behalf of the company in connection with the company's share scheme for all employees in the Entra group as well as the long-term incentive scheme for members of the senior management of the Entra group (the LTI Scheme). The authorisation expires at the annual general meeting in 2022.

A new authorisation to purchase own shares will provide the Board with desired flexibility and opportunity to continue the company's share scheme for all employees in the Entra group as well as for the LTI Scheme. The Board accordingly proposes that the general meeting authorises the Board to acquire up to 500,000 shares in Entra ASA on behalf of the company with an aggregated par

value of up to NOK 500,000, equivalent to approximately 0.27% of the share capital, for a maximum purchase price of up to NOK 150,000,000.

The LTI Scheme is described in the proposed guidelines on remuneration to senior personnel, cf. item 9 above and information on the LTI Scheme is available on https://www.entra.no/investorrelations/general-meeting.

The Board proposes that the general meeting resolves as follows:

  • 1. The general meeting authorises the Board to acquire own shares in Entra ASA on behalf of the company with an aggregated par value of up to NOK 500,000, equivalent to approximately 0.27% of the company's share capital, for a maximum purchase price of up to NOK 150,000,000.
  • 2. Shares may be acquired for the purpose of carrying out the company's share scheme for all employees in the Entra group and the long-term share incentive scheme for members of the senior management in the Entra group.
  • 3. The lowest and highest price to be paid per share is NOK 50 and NOK 300, respectively.
  • 4. The company's acquisition of own shares shall be carried out on a stock exchange or otherwise at a trading price and in accordance with generally accepted principles for equal treatment of shareholders. Divestment shall be carried out in accordance with the purposes set out in item 2 above, or on a stock exchange or otherwise at a trading price and in accordance with generally accepted principles for equal treatment of shareholders.
    1. This authorisation shall be valid until the annual general meeting in 2023, and will in all cases expire on 30 June 2023.

12. Authorisation to increase the share capital of Entra ASA

The Board proposes that the general meeting authorises the Board to increase the company's share capital by issuance of new shares with an amount equivalent to 10% of the share capital. The authorisation may be used to strengthen the company's equity and to cover capital need in connection with business opportunities.

With respect to the subscription of the new shares, there are no circumstances besides those that generally are involved when investing in listed shares that should be taken into account. Furthermore, the proposal involves that the shareholders' preferential rights to subscribe for shares pursuant to section 10-4 of the Public Limited Liability Companies Act may be set aside, cf. section 10-5. The Board however considers it to be in the best interest of the company and its shareholders that the Board is given the necessary flexibility to increase the share capital for the purposes set out above.

The Board proposes that the general meeting resolves as follows:

  • 1. The Board is authorised to increase the share capital by up to NOK 18,213,205, equivalent to approximately 10% of the company's share capital. The authorisation may be used one or several times.
  • 2. The authorisation may be used for the purpose to strengthen the company's equity and to cover capital need in connection with business opportunities.
  • 3. The authorisation shall be valid until the annual general meeting in 2023, and will in all cases expire on 30 June 2023.
  • 4. The shareholders' preferential rights to subscribe for shares pursuant to section 10-4 of the Public Limited Liability Companies Act may be set aside, cf. section 10-5.

  • 5. The authorisation includes share capital increases by contribution in kind and a right to inflict special obligations on the company, cf. section 10-2 of the Public Limited Liability Companies Act.

  • 6. The authorisation does not include resolutions on mergers pursuant to section 13-5 of the Public Limited Liability Companies Act.

13. Approval of remuneration to the auditor for 2021

The Board proposes that the general meeting resolves as follows:

The general meeting approves the remuneration to the company's auditor of NOK 1,054,260.00 ex. VAT for 2021.

  • 14. Remuneration to the members of the Board, the Audit Committee and the Remuneration Committee
  • 15. Board election

16. Election of members to the Nomination Committee

17. Remuneration to the members of the Nomination Committee

With respect to item 14 to 17 above, reference is made to the recommendations by the Nomination Committee which is available at the company's website https://www.entra.no/investorrelations/general-meeting.

18. Election of new auditor

The audit committee's recommendation is available on the company's web page https://www.entra.no/investor-relations/general-meeting.

The Board proposes that the general meeting resolves as follows:

"The general meeting approves Deloitte AS as company auditor."

19. Demerger / capital reduction

Entra ASA (the Company) owns the property Lagårdsveien 6 (the Property) directly following the exercise of a call option in 2021. The Board wants Entra ASA to own the Property through a subsidiary, in the same manner the ownership of the Company's other properties are organised. The Board therefore propose that Entra ASA carry out a restructuring, consisting of a statutory demerger and a subsequent statutory merger, in order to transfer the ownership of the Property to a wholly owned subsidiary. Entra ASA has obtained a binding advance ruling from the tax authorities prior to the restructuring to ensure predictability. According to the binding advance ruling, the restructuring can be implemented with tax continuity for the Company and the shareholders (no Norwegian tax is triggered due to the reorganization) and that Norwegian general anti-avoidance rules will not apply to the reorganization.

The first step in the restructuring is a demerger whereby the Company transfers the Property to the newly established wholly owned subsidiary Entra L6 AS, which will only function as a vehicle for the demerger. As part of the demerger process, the share capital in Entra ASA is reduced by reducing the nominal value of all shares in Entra ASA. The Boards of Entra ASA (as the transferor company) and Entra L6 AS (as acquiring company) have jointly prepared the demerger plan. The demerger plan with attachments will be available on Entra ASA's website https://www.entra.no/investorrelations/general-meeting. and at the Company's business office.

The next step in the restructuring involves a merger between Entra L6 AS and the Company's wholly owned subsidiary Lagårdsveien 6 AS (set out below in item 20).

The Board proposes that the general meeting resolves as follows:

  • 1. The demerger plan dated 18 March 2022 regarding the demerger of Entra ASA by transfer to Entra L6 AS is approved and shall be implemented in accordance with the demerger plan.
  • 2. The share capital in the company is reduced from NOK 182,132,055 by NOK 1,673,793.58545 to 180,458,261.41455 by decreasing the nominal value of the 182,132,055 shares in the company from NOK 1.00 by NOK 0.00919 to NOK 0.99081. The capital reduction is based on the company's most recent annual accounts, which show that after the capital reduction there will be full coverage for the remaining share capital and other bound equity.
  • 3. The reduction of the share capital in the company is reasoned by and takes place as part of the demerger. The reduction amount with the addition of NOK 130,324,854.41455 of other equity (total NOK 131,998,647.00000) constitutes the total share contribution in Entra L6 AS and shall be used for distribution to shareholders through the transfer of specified assets, rights and obligations to Entra L6 AS by the demerger and by the shareholders receiving consideration in the form of shares in Entra L6 AS. As the demerger is carried out in accordance with the principles of continuity, the share contribution is determined at the book value of the equity transferred at the time of the demerger. Fair value of the transferred assets etc. corresponds to at least the recorded values.
  • 4. In the above-mentioned demerger, the share capital in Entra L6 AS is increased by a share contribution upon transfer of assets, rights and obligations as described in the demerger plan upon the demerger's entry into force. The capital increase is approved and considered subscribed by the general meetings' approval of the demerger plan.
  • 5. As a result of the capital reduction, and with effect from registration of the completion of the demerger and the capital reduction, Article 4 of the Articles of Association is amended to read:

"The company's share capital is NOK 180,458,261.41455 divided into 182 132,055 shares, each with a nominal value of NOK 0.99081."

20. Merger / capital increase

The Board aims to transfer ownership of the Property to the wholly owned subsidiary Lagårdsveien 6 AS in a statutory triangular merger, where Entra ASA is the remunerating company. In connection with the triangle merger, the share capital in the Company increases by increasing the nominal value of all shares in the Company. The boards of Entra ASA, Entra L6 AS (as the transferring company) and Lagårdsveien 6 AS (as acquiring company) have jointly prepared the merger plan. The merger plan with attachments will be available on Entra ASA's website https://www.entra.no/investorrelations/general-meeting and at the Company's business office.

The Board proposes that the general meeting resolves as follows:

  • 1. The merger plan with attachments dated 18 March 2022 regarding a merger whereby Entra L6 AS is the transferring company and Lagårdsveien 6 AS is the acquiring company, and the merger consideration is issued by the parent company of the acquiring company, i.e. by Entra ASA, is approved and the merger will be completed according to the merger plan.
  • 2. As part of the merger, the share capital is increased from NOK 180,458,261.41455 by NOK 1,673,793.58545 to NOK 182,132,055 by increasing the nominal value of the 182,132,055 shares in the company from NOK 0.99081 by NOK 0.00919 to NOK 1 per share.

  • 3. Subscription price per share is NOK 0.72474143554796. Total capital contribution is NOK 131,998,647.00. The merger takes place according to principles of accounting continuity. Accordingly, the total subscription amount is distributed with NOK 1,673,793.58545 as share capital and NOK 130,324,853.41455 as share premium.

  • 4. The capital increase is made with contribution in kind as part of the implementation of the merger. The basis for the capital increase is a promissory note that Lagårdsveien 6 AS issues to the company as a result of Entra L6 AS being merged into Lagårdsveien 6 AS (the so-called receivables model). The nominal value of the receivable, NOK 131,167,650, corresponds to the accounting value of the equity, determined based on accounting continuity, which Lagårdsveien 6 AS is added from Entra L6 AS at the time of the merger, adjusted for deferred tax associated with the merger debt that is established. The value of the promissory note is set equal to the nominal value of the receivable of NOK 131,167,650 with the addition of a deferred tax asset associated with the receivable of NOK 830,997, i.e. a total of NOK 131,998,647.
  • 5. The capital increase is subscribed by the general meetings of the companies involved approving the merger plan and accruing to the shareholders of the Company upon the entry into force of the merger as described in the merger plan.
  • 6. As a result of the share capital increase, Article 4 of the Articles of Association is amended to read:

"The company's share capital is NOK 182,132,055, divided into 182,132,055 shares each with a nominal value of NOK 1."

Entra ASA is a public limited liability company governed by the Norwegian Public Limited Liability Companies Act. As of the date of this notice, there are 182,132,055 issued shares in Entra ASA, each with a par value of NOK 1. Each share carries one vote.

*****

Shareholders are entitled to vote at the general meeting according to the number of shares of which the shareholder in question is registered as beneficial owner in the Euronext Securities Oslo (VPS) at the time of the general meeting. If a shareholder has purchased shares but has not registered such purchase in the VPS at the time of the general meeting, the voting rights for the assigned shares can only be exercised if the shareholder has been registered for the general meeting before the deadline, and the purchase has been notified and documented according to applicable law.

Each shareholders are entitled to be accompanied by an advisor at the general meeting, who may speak on its behalf. The shareholders may require that the Board members and the CEO provide available information on matters that may have an effect on the evaluation of matters that have been put to the shareholders for decision. The same applies to information regarding the company's financial position and other issues that the general meeting shall deal with, unless the information required cannot be provided without disproportionate harm to the company. Shareholders are entitled to submit alternative proposals to those submitted by the Board under matters to be dealt with by the general meeting, provided that such alternative proposals lie within the scope of matters on the agenda.

Shareholders can attend either physically or digitally at the general meeting. To participate digitally, the following link is to be used: https://web.lumiagm.com/128166849.

Reference and PIN code can be found at Investor Services (https://www.euronextvps.no) or in the enclosed power of attorney and advance-voting form. A guide for online participation in the general meeting can be found in Appendix 2 to this the notice.

Insofar as current rules and regulations and recommendations from the authorities in relation to infection control permit physical attendance at the general meeting will be permitted. See further information in the attached attendance and proxy forms. Please observe the deadline for registration of attendance.

Until the approved amendments in the Norwegian Public Limited Liability Companies Act. set out in resolution L157 (2020–2021) comes in force, the company will not be able to execute satisfactory control and identification of beneficial owners of shares registered in VPS accounts belonging to custodians. Therefore, for the beneficial owners to be able to exercise voting rights at the general meeting, the beneficial owner must prove that she/he has taken the necessary actions to terminate the custodianship of the shares and that the shares will be transferred to an ordinary VPS account in the name of the owner. If the owner can prove that she/he has initiated such measures and that she/he has a real

shareholder interest in the company, the owner may, in the opinion of the company, vote for the shares even if they are not yet registered in an ordinary VPS account.

Registration of attendance

The general meeting in Entra ASA 2022 will be held at the company's offices in Biskop Gunnerus gate 14A, 0185 Oslo, with the possibility of digital participation through the Lumi system.

Registration is not required for digital attendance, but shareholders must be logged in before the general meeting starts. See further information about digital participation in the enclosed registration and proxy form. Shareholders who wish to physically attend the general meeting are asked to register as soon as possible and no later than on 21 April 2022 at 18:00 via https://entra.no or online banking "VPS Investor Services" or own VPS account operator. Alternatively you may register by filling in the enclosed registration and authorisation form and sending it by post to DNB Bank ASA, Securities service, Postboks 1600 Sentrum, 0021 Oslo or by email to [email protected]. The registration and the proxy form must be received by DNB Bank ASA, Securities Services by the registration deadline.

Proxy

Shareholders may grant a proxy to the Chair of the Board to vote for their shares by using the attached proxy form. All shareholders are encouraged to complete the attached form with voting instructions. If the form with voting instructions is not completed, this will be deemed as an instruction to vote "in favour" of the Board's proposals; the recommendations by the Nomination Committee and the Board's recommendations in relation to any proposal received. If a proposal is put forward, in addition to or as a replacement for the Board's proposals in the notice of the general meeting, the proxy holder determines how to vote.

A proxy with voting instructions may not be registered electronically, and should therefore be sent to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway or by e-mail to [email protected].

Oslo, 22 March 2022

Yours truly on behalf of the Board of Entra ASA

Siri Hatlen Chair of the Board

The 2021 Annual Report, including the annual accounts, the Board's report on remuneration of senior personnel, the Board's recommendation on guidelines for remuneration of senior personnel, the auditor's statement, the company's Articles of Association, the recommendations by the Nomination Committee and the audit committee's recommendation for the election of a new auditor as well as the merger and the demerger plan with appendices related to items 19 and 20, along with this notice of the general meeting, are available at the company's website www.entra.no. Shareholders may request to have the attachments sent to them by notifying the company. Address:

Entra ASA, Att. Tone Kristin Omsted (Investor Relations), Tel: +47 982 28 510, E-mail: [email protected]

A notice of attendance and proxy form (with and without voting instructions) is attached to this notice.

Ref no: PIN code:

NOTICE OF ANNUAL GENERAL MEETING

Meeting in ENTRA ASA will be held on 22 April 2022 10:00 am at Biskop Gunnerus' gate 14A, 0185 Oslo and online.

The shareholder is registered with the following amount of shares at summons: ____________ and vote for the number of shares owned per Record Date: 21 April 2022

The general meeting is held as a hybrid meeting, where shareholders can choose between attending online or meeting physically. Shareholders who participate physically log in and cast their votes electronically in the same way as shareholders who participate online and are asked to bring a smartphone or tablet. If a shareholder wishes to participate, but not vote in the meeting, a proxy or advance vote may be given. See online guide on the company's website https://entra.no for technical description.

Deadline for registration of physical attendance, advance votes, proxies and instructions: 21 April 2022 at 18:00 pm CET

Advance votes

Advance votes may only be executed electronically, through the Company's website http://entra.no (use ref and pin code above) or through VPS Investor Services (where you are identified and do not need Ref.nr.and PIN Code). Chose Corporate Actions - general meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.

Online participation

Shareholders that will participate online are requested not to register attendance in advance

For online attendance - Please log in at https://web.lumiagm.com/128166849. Log in must be done at the latest at the start of the meeting and will be opened one hour before. You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – general meeting – ISIN) or sent you by post (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (8:00 a.m. to 3:30 p.m. CET) or by e-mail [email protected]. For additional information, see guide for digital attendance attached and on the Company's web site http://entra.no

Registration for physical attendance

Shareholders who wish to participate physically are requested to register attendance.

Registration for physical attendance should be done through the Company's website http://entra.no or through VPS Investor Services. For registration through the Company's website, the reference number and pin code on this form must be stated. In VPS Investor Services chose Corporate Actions general meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator. If you are not able to register this electronically, you may send this form by e-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. If a shareholder gives an advance vote or proxy, but wishes to attend physically, we ask for a short e-mail to [email protected]

Place Date Shareholder's signature (to be signed only for registration of physical attendance)

Proxy without voting instructions for Annual general meeting of Entra ASA Proxy to another individual to vote for your shares.

Ref no: PIN code:

Proxy should be registered through the Company's website http://entra.no or through VPS Investor Services. For granting proxy through the Company's website, the reference number and pin code on this form must be used. In VPS Investor Services chose Corporate Actions - general meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator. If you are not able to register this electronically, you may send by E-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. If the shareholder is a Company, the signature must be according to the Company's Certificate of Registration. The Proxy must be dated and signed to be valid.

The undersigned: _____________________________________________

hereby grants (if you do not state the name the proxy holder, the proxy will be given to the Chair of the Board)

the Chair of the Board (or a person authorised by him or her), or

__________________________________________________________

(State name of proxy holder in capital letters)

(NB: Proxy holder who participates online must send an e-mail to [email protected] for log in details)

proxy to attend and vote for my/our shares at the Annual general meeting of ASA on 22 April 2022

Place Date Shareholder's signature (only for granting proxy)

Proxy with voting instructions for Annual general meeting in Entra ASA

Use this proxy form to give voting instructions to Chair of the Board or the person authorised by him or her.

(Alternatively, you may vote electronically in advance, see separate section above.)

For Instruction to other than Chair of the Board, give a proxy without voting instructions, and agree directly with the proxy holder how voting should be executed.

Proxies with voting instructions cannot be registered electronically, and must be sent to [email protected] (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 21 April 2022 at 18:00 pm. CET. If the shareholder is a Company, the signature must be according to the Company's Certificate of Registration.

The Proxy with voting instructions must be dated and signed to be valid.

THE UNDERSIGNED: _________________________________________________ REF NO:

hereby grants the Chair of the Board (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Annual general meeting of ENTRA ASA on 22 April 2022.

The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be deemed as an instruction to vote in accordance with the Board'ss and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.

Agenda annual general meeting 22 April 2022 In favour Against Abstention
Item 2: Election of a person to chair the meeting
Item 3: Election of a person to co-sign the minutes
Item 4: Approval of the notice and the proposed agenda
Item 5: Approval of the annual accounts and the Board's annual report for the financial year 2021 for
Entra ASA, including distribution of dividend
Item 6: Authorisation to distribute semi-annual dividend based on the approved annual accounts for
2021
Item 7: Board's report on corporate governance
Item 8: Report on salaries and other remuneration to senior personnel
Item 9: Approval of the Board's guidelines on salaries and other remuneration to senior personnel
Item 10: Authorisation to acquire own shares in Entra ASA in the market for subsequent cancellation
Item 11: Authorisation to acquire own shares in Entra ASA in connection with its share scheme and
long-term incentive scheme
Item 12: Authorisation to increase the share capital of Entra ASA
Item 13: Approval of remuneration to the auditor for 2021
Item 14: Remuneration to the members of the Board, the Audit Committee and the Remuneration
Committee
Remuneration to the members of the Board
Remuneration to the members of the Audit Committee
Remuneration to the members of the Remuneration Committee
Item 15: Board election, see the recommendation from the nomination committee on the company's website: https://www.entra.no/investor
relations/general-meeting.
Ottar Ertzeid, styreleder (new)
Joacim Sjöberg (new)
Camilla AC Tepfers (re-election)
Hege Toft Karlsen (re-election)
Widar Salbuvik (re-election)
Item 16: Election of members to the Nomination Committee, see the recommendation from the nomination committee on the company's website:
https://www.entra.no/investor-relations/general-meeting.
Erik Selin (new)
Item 17: Remuneration to the members of the Nomination Committee
Item 18: Election of new auditor
Item 19: Demerger / capital reduction
Item 20: Merger / capital increase

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regards to rights of attendance and voting, please refer to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. When granting a proxy, a written and dated proxy from the shareholding's beneficial owner has to be presented. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Appendix 2

GUIDE FOR ONLINE PARTICIPATION AT THE ANNUAL GENERAL MEETING IN ENTRA ASA 22 APRIL 2022

As shareholder, you will be able to digitally attend the annual general meeting in Entra ASA on 22 April 2022 at 10:00 CET, through your PC, phone or tablet. Below is a description of how to participate online.

We also point out that instead of participating directly, online or physically, you can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items. If required a proxy can be withdrawn by requesting this once logged on.

By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Euronext Securities Oslo (In Norwegian either "verdipapirsentralen Euronext Securities Oslo" or "VPS") in relation to this general meeting.

No registration is required for shareholders who want to participate online, but shareholders must be logged in before the general meeting starts.

Shareholder who does not find their reference number and PIN code for access or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30), or send an e-mail to [email protected].

HOW TO ACCESS THE ONLINE GENERAL MEETING

To be able to participate online, you must go to the following website: https://web.lumiagm.com

either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.

enter Meeting ID: 128-166-849 and click Join:

You must then identify yourself with:

a) Ref. number from VPS for the general meeting

b) PIN code from VPS for general meeting

You will have the opportunity to log in one hour before the general meeting starts.

Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting.

HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE

All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the general meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, general meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.

All VPS directly registered shareholders have access to investor services either via https://www.euronextvps.no or internet bank. Contact your VPS account operator if you do not have access.

Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).

Custodian registered shareholders: Shares held through Custodians (nominee) accounts must be transferred to a segregated VPS account registered in the name of the shareholder to have voting rights on the general meeting. Once shares are transferred to the segregated VPS account, a reference number and PIN code are assigned to this account. Please contact your custodian for further information.

HOW TO VOTE

Once the represented shares have been counted, all items will be opened for voting. Items are closed as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon that appears if you click away from the poll.

To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to show your vote has been received.

To change your vote, simply select another voting direction. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the vote on the individual items. Your last choice will be valid. You can choose to vote on all items as soon as this is available.

NB: Logged in shareholders who have voted in advance, given a proxy, will not have the opportunity to vote.

Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the Q&A session up until the chairperson closes the session.

If you would like to ask a question relating to the items on the agenda, select the messaging icon.

Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.

Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.

All shareholders who submit questions will be identified with their full names, but not holding of shares.

DOWNLOADS

Links will be available on the info screen. When you click on a link, the selected document will open in your browser.

Data usage for streaming the meeting or downloading documents via the platform varies depending on individual

use, the specific device being used for streaming or download (Android, iPhone, etc) and your network connection (3G, 4G).

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