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OKEA ASA

Proxy Solicitation & Information Statement Apr 9, 2021

3701_rns_2021-04-09_833d62f6-4e10-4ffe-a9f1-fc6cff0191af.pdf

Proxy Solicitation & Information Statement

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Ref no: PIN code:

Notice of Annual General Meeting

The Annual General Meeting in OKEA ASA will be held on 3 May 2021 at 08.00 a.m. (CET) Address: Kongens gate 8, Trondheim, Norway

The shareholder is registered with the following amount of shares at summons: ___ and votes for the number of shares owned per
record date 26 April 2021.

IMPORTANT MESSAGE:

Due to the outbreak of the corona virus Covid‐19 shareholders are encouraged to abstain from appearing in person at the general meeting, but rather participate by means by granting a proxy. Shareholders not enrolled by the set registration deadline, may be denied attendance due to health and safety considerations. Shareholders should note that additional information on proceedings of the meeting may be given on short notice and announced on www.newsweb.no and the Company's website.

Deadline for registration of attendance, proxy or instructions: 28 April 2021 at 15:00 (CET).

Notice of attendance

Notice of attendance should be registered through VPS Investor Services. Notice of attendance may also be registered through www.okea.no. For notification of attendance through the Company's website, the above‐mentioned reference number and pin code must be stated. In VPS Investor Services chose Corporate Actions ‐ General Meeting, click on ISIN.

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 the shareholder is a company, please state the name of the individual who will be representing the company: ______________________________

The undersigned will attend the Annual General Meeting on the 3 May 2021:

Place Date Shareholder's signature
Proxy without voting instructions for the Annual General Meeting of OKEA ASA
If you are unable to attend the meeting, you may grant proxy to another individual.
Ref no: PIN code:
Proxy should be registered through VPS Investor Services or through www.okea.no.
For granting proxy through the Company's website, the abovementioned reference number and pin code must be stated. In VPS Investor Services chose
Corporate Actions ‐ General Meeting, click on ISIN
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 the shareholder is a company, the company's certificate of registration must be attached to
the proxy.
The undersigned: __________
hereby grants (if you do not state the name of the proxy holder, the proxy will be given to the Chairman of the Board of Directors)
 the Chairman of the Board of Directors (or a person authorised by him), or
_________
(Name of proxy holder in capital letters)
proxy to attend and vote for my/our shares at the Annual General Meeting of OKEA ASA on 3 May 2021.

Proxy with voting instructions for the Annual General Meeting in OKEA ASA.

If you are unable to attend the meeting in person, you may use this proxy form to give voting instructions to Chairman of the Board of Directors or the person authorised by him. Instruction to other than Chairman of the Board should be agreed directly with the proxy holder.

Proxies with voting instructions can only be registered by DNB, 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 28 April 2021 at 15:00 (CET). If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxies with voting instructions must be dated and signed in order to be valid.

The undersigned: __________________________________________________ Ref no:

hereby grants the Chairman of the Board of Directors (or the person authorised by him) proxy to attend and vote for my/our shares at the Annual General Meeting of OKEA ASA on 3 May 2021.

The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's 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 for the Annual General Meeting 2021 For Against Abstention
1.
Opening of the Annual General Meeting, and registration of attending shareholders (non‐voting)
2.
Election of chair of the meeting and one person to co‐sign the minutes
3.
Approval of the notice and the agenda
4.
Approval of annual financial statements and Board of Directors' report for 2020
5.
Approval of the company's guidelines for salary and other remuneration for leading persons
6.
Advisory vote on the Board's statement on corporate governance
7.
Approval of auditors' remuneration
8.
Election of Board members
- Election of Grethe Moen
- Election of Saowapap Sumeksri
- Re‐election of Finn Haugan
- Re‐election of Rune Olav Pedersen
- Re‐election of Nicola Gordon
9.
Election of new member of the Nomination Committee
- Election of Sverre Strandenes
10. Changes to the Nomination Committee mandate
11.
Amendments of the company's articles of association
- Approval of amendments to section 9
- Approval of amendments to section 7 first paragraph
12. Approval of Board and committee remuneration, and Nomination Committee Remuneration
13.
Board authorisation to issue shares

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

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