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Omda AS

Pre-Annual General Meeting Information Apr 11, 2025

3574_rns_2025-04-11_ea2a513c-0971-4acd-a5cb-56f698613896.pdf

Pre-Annual General Meeting Information

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To the shareholders of Omda AS

NOTICE TO THE ANNUAL GENERAL MEETING 2025

25th of APRIL 2025 at 10 AM (local time Norway)

Omda AS ("Omda" or the "Company)" annual general meeting will be held at the Company's offices in Drammensveien 288 in Oslo.

Omda AS strongly encourage our shareholders to use the opportunity to submit a power of attorney, as described in the notice.

Only those who are shareholders on the record date have the right to participate and vote at the general meeting. The record date is 15th of April 2025.

All shareholders must give the company a notice of attendance if they plan to attend the general meeting. Please send a notification to [email protected] by 23rd of April if you plan to meet on site in Drammensveien 288.

The following matters are on the agenda:

1. OPENING OF THE ANNUAL GENERAL MEETING BY THE CHAIR AND REGISTRATION OF ATTENDING SHAREHOLDERS

2. ELECTION OF PERSON TO CHAIR THE MEETING AND PERSON TO SIGN THE MINUTES

3. APPROVAL OF NOTICE AND THE AGENDA

4. APPROVAL AND ADOPTION OF THE ANNUAL ACCOUNTS AND DIRECTORS' REPORT

The board of directors proposes that the general meeting approves and adopts the annual accounts and directors' report for the financial year 2024. The annual accounts, the director's report and the auditor's report are available at https://omda.com/omdainvestors/ The board of directors proposes that the Company's deficit for the financial year 2024 in the amount of KNOK 66.727 shall be transferred to other equity and that there shall be distributed no dividend based on the Company's annual accounts for 2024

Proposed resolution:

"The general meeting resolved to approve and adopt the annual accounts, directors' report and the auditor's report for the financial year 2024. The general meeting

resolved that the Company's deficit for the financial year 2024 in the amount of KNOK 66.727 shall be transferred to other equity and that the Company shall distribute no dividend for 2024."

5. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

The nomination and remuneration committee proposes that Gunnar Bjørkavåg is elected as chair of the board of directors and that Marianne Elisabeth Johnsen is elected as vice-chair. Further Hans Erik Robbestad is re-elected as board member. John Cresson and Dora Brink Clausen are elected as new board members. Åse Aulie Michelet and Daniel Forslund will be resigning as board members.

Proposed resolution:

"The general meeting resolved that the Company's board of directors shall consist of the following persons:

  • Gunnar Bjørkavåg (chair)
  • Marianne Elisabeth Johnsen (vice-chair)
  • Hans Erik Robbestad (board member)
  • Dora Brink Clausen (board member)
  • John Cresson (board member)

The members of the board of directors are elected until the next annual general meeting of the Company. In addition to the board members elected by the general meeting, Kjellrun Borgmo (employee representative) and Arild Hollås (deputy employee representative) shall remain as board members until the next election of employee representatives."

6. ELECTION OF MEMBERS TO THE NOMINATION AND RENUMERATION COMMITTEE

The nomination and remuneration committee proposes that Knut Ivar Rødningen is reelected as chair of the nomination and renumeration committee and that Ronny Hermansen and Camilla Huse Bondesson are re-elected as members.

Proposed resolution:

"The Company's nomination and remuneration committee shall consist of the following persons:

  • Knut Ivar Rødningen (chair)
  • Ronny Hermansen (member)
  • Camilla Huse Bondesson (member)"

7. APPROVAL OF REMUNERATION TO THE BOARD OF DIRECTORS

The Nomination and Remuneration Committee proposes the following remuneration for the Board members:

Proposed resolution:

"The general meeting resolved to remunerate the members of the board of directors with effect from the date of the annual general meeting as follows:

  • Chair: NOK 400,000 per year
  • Board members (except for John Cresson): NOK 250,000 per year
  • Board member employee representative: NOK 125,000 per year
  • Deputy board members: NOK 5,000 per attended board meeting"

8. APPROVAL OF REMUNERATION TO THE NOMINATION AND REMUNERATION COMMITTEE

The nomination and remuneration committee proposes that the remuneration to the members of the nomination and remuneration committee remain unchanged, i.e. that the remuneration shall be the same as resolved by the ordinary general meeting on 25th of April 2024.

Proposed resolution:

"The general meeting resolved to remunerate the members of the nomination and remuneration committee with effect from the date of the annual general meeting as follows:

  • Chair: NOK 40,000 per year
  • Members: NOK 30,000 per year"

9. APPROVAL OF REMUNERATION TO THE COMPANY'S AUDITOR

Proposed resolution:

"The general meeting resolved to approve the auditor's remuneration for audit of Omda AS as invoiced."

We encourage all shareholders to use the proxy form with advance vote notice set out in Appendix 3 to vote for the resolutions described above.

On behalf of the Board of Directors of Omda AS:

Oslo, 10th of April 2025

________________________

Åse Aulie Michelet Chair of the board of directors of Omda AS

Overview of appendices to the notice which are or will be available at: https://omda.com/omda-investors/

  • Appendix 1: Annual report 2024, including annual accounts, the board of directors' report and the auditor's report
  • Appendix 2: Proxy form without advance vote
  • Appendix 3: Proxy form with advance vote notice

Appendix 2 - Proxy form without advance vote

As owner of _________________________shares in Omda AS, I hereby confirm to have granted:

☐ Åse Aulie Michelet, Chair of the Board of Directors

☐ ______________________________ (name of the other proxy holder)

the power to attend the ordinary General Meeting of Omda AS held on 25th of April 2025 on my/our behalf in connection with the approval of the annual accounts for 2024 etc., and thereat to vote on my/our behalf for all of my/our shares on all matters which were lawfully dealt with at the ordinary general meeting.

Date Place Signature

The name and address of the principal (in block letters please):

__________ ____________ ________________________

The proxy must be received no later than 23rd of April 2025 4 PM (local time Norway) to:

Nordea Issuer Services Online registration via email: [email protected]

Alternatively, the proxy form may be sent to:

Nordea Bank Abp, filial i Norge, Essendrops gate 7, PO box 1166 Sentrum, 0107 Oslo, Norway

Appendix 3 - Proxy form with advance vote notice

If you cannot attend the general meeting, or intend to participate but would like to register your vote in advance, you can cast your vote by using this form. Please send the completed proxy form to the Company's registrar: Nordea Bank Abp, filial i Norge, Essendrops gate 7, PO box 1166 Sentrum, 0107 Oslo, Norway E-mail: [email protected] The completed form must be received by Nordea no later than 23rd of April 2025 4 PM (local time Norway).

Agenda For Against Abstain
1.
Opening of the annual general meeting by the chair and
registration of attending shareholders (NO VOTING)
2.
Election of person to chair the meeting and person to sign
the minutes
3.
Approval of notice and the agenda
4.
Approval and adoption of the annual accounts and
directors' report
5.
Election of members to the board of directors
6.
Election of members to the nomination and remuneration
committee
7.
Approval of remuneration to the board of directors
8.
Approval of remuneration to the nomination and
remuneration committee
9.
Approval of remuneration to the Company's auditor

________________________ ____________________________ ____________________________

Place / Date Shareholder's signature Shareholder's print name

If the shareholder is a Company, please attach the shareholder's certificate of registration to the proxy.

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