Pre-Annual General Meeting Information • Apr 15, 2025
Pre-Annual General Meeting Information
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In case of discrepancy between the Norwegian and the English text, the Norwegian text shall prevail.
| Innkalling til ordinær generalforsamling |
Notice of Annual General Meeting |
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| Det innkalles herved til ordinær generalforsamling i Kid ASA ("Selskapet") mandag den 12. mai 2025 kl. 15:00 som et elektronisk møte. |
Notice is hereby served that the annual general meeting of Kid ASA (the "Company") will be held on Monday 12 May 2025 at 15:00 as an electronic meeting. |
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| Møtet vil bli åpnet av Styrets leder, Espen Gundersen, som vil oppta fortegnelse over deltagende aksjeeiere. |
The meeting will be opened by the Chairman of the Board, Espen Gundersen, who will take record of attending shareholders. |
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| Dagsorden: | Agenda: | ||
| 1. | Valg av møteleder og en person til å medundertegne protokollen |
1. | Election of a chairperson and a person to co-sign the minutes |
| 2. | Godkjennelse av innkallingen og dagsorden |
2. | Approval of the notice and the agenda |
| 3. | Godkjennelse av årsregnskap og Styrets årsberetning for Kid ASA og konsernet for 2024, herunder disponering av årets resultat, samt behandling av redegjørelse om foretaksstyring og revisors beretning |
3. | Approval of the annual accounts and directors' report of Kid ASA and the group for 2024, including allocation of the result of the year, as well as consideration of the statement on corporate governance and audit report |
| 4. | Fullmakt til å beslutte utdeling av utbytte | 4. | Authority to approve the distribution of dividends |
| 5. | Fastsettelse av honorar til Styrets medlemmer |
5. | Determination of the remuneration of the members of the Board of Directors |
| 6. | Godkjennelse av honorar til Selskapets revisor |
6. | Approval of the remuneration of the Company's auditor |
| 7. | Valg av ny revisor | 7. | Election of new auditor |
| 8. | Valg av medlemmer til Styret | 8. | Election of members to the Board of Directors |
| 9. | Valg av medlemmer til valgkomiteen | 9. | Election of members to the nomination committee |
| 10. | Fastsettelse av honorar til valgkomiteens medlemmer |
10. | Determination of the remuneration of the members of the nomination committee |
| 11. | Godkjennelse av retningslinjer om fastsettelse av lønn og annen godtgjørelse til ledende personer |
11. | Approval of guidelines on setting the salary and other remuneration of leading persons |
| 12. | Rapport om lønn og annen godtgjørelse til ledende personer |
12. | Report on salary and other remuneration to senior executives |
|---|---|---|---|
| 13. | Styrefullmakt til kapitalforhøyelse | 13. | Board authorisation to increase the share capital |
| 14. | Styrefullmakt til erverv av Selskapets egne aksjer |
14. | Board authorisation for the acquisition of the Company's own shares |
| Forslag til vedtak i sak 3-14 fremgår av Vedlegg 1. | Proposals for resolutions under items 3-14 are set out in Appendix 1. |
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| Kid ASA har en aksjekapital på NOK 48.774.194,40 fordelt på 40.645.162 aksjer, hver med pålydende verdi NOK 1,2. Hver aksje gir rett til én stemme på Selskapets generalforsamlinger. Kid ASA eier ingen egne aksjer. |
Kid ASA has a share capital of NOK 48,774,194.40 divided into 40,645,162 shares, each with a nominal value of NOK 1.2. Each share carries one vote at the Company's general meetings. Kid ASA does not hold any treasury shares. |
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| I henhold til allmennaksjeloven § 5-2 (1) er det bare de som er aksjeeiere i Selskapet den 5. mai 2025 (registreringsdatoen) som har rett til å delta og stemme på generalforsamlingen. |
In accordance with section 5-2 (1) of the Norwegian Public Limited Liability Companies Act, only shareholders in the Company as of 5 May 2025 (the record date) are entitled to participate and vote at the general meeting. |
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| Aksjeeierne har følgende rettigheter i forbindelse med generalforsamlingen: |
The shareholders have the following rights in respect of the general meeting: |
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| Rett til å møte i generalforsamlingen, enten personlig eller ved fullmektig. |
The right to attend the general meeting, either in person or by proxy. |
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| • | Talerett på generalforsamlingen. | • | The right to speak at the general meeting. |
| • | Rett til å ta med én rådgiver og gi denne talerett. |
• | The right to be accompanied by an advisor at the general meeting and to give such advisor the right to speak. |
| • | Rett til å kreve opplysninger av Styrets medlemmer og administrerende direktør om forhold som kan innvirke på bedømmelsen av (i) godkjennelsen av årsregnskapet og årsberetningen, (ii) saker som er forelagt aksjeeierne til avgjørelse og (iii) Selskapets økonomiske stilling, herunder om virksomheten i andre selskaper som Selskapet deltar i, og andre saker som generalforsamlingen skal behandle, med mindre de opplysninger som kreves, ikke kan gis uten uforholdsmessig skade for Selskapet. |
• | The right to require information from the members of the Board of Directors and the chief executive officer about matters which may affect the assessment of (i) the approval of the annual accounts and directors' report, (ii) items which have been presented to the shareholders for decision and (iii) the Company's financial position, including information about activities in other companies in which the Company participates and other business to be transacted at the general meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to the Company. |
| • | Rett til å få fremsette alternativer til Styrets forslag under de saker generalforsamlingen skal behandle. |
• | The right to present alternatives to the board's proposals in respect of matters on the agenda at the general meeting. |
I tråd med § 7 i Selskapets vedtekter må aksjonærer som ønsker å delta i generalforsamlingen enten personlig eller via fullmektig melde fra om dette slik at Selskapet har påmeldingen i hende senest den 8. mai 2025. Påmelding gjøres enten elektronisk via VPS Investortjenester eller på http://investor.kid.no, eller ved å sende inn påmeldingsskjema (Vedlegg 2) til Selskapet. Selskapet oppfordrer aksjeeiere til å stemme på forhånd eller gi fullmakter med stemmeinstruks i forkant av generalforsamlingen som nærmere beskrevet under.
Generalforsamlingen vil bli avholdt elektronisk i form av et Teams-møte. Aksjonærer som melder seg på innen den nevnte fristen må også sende en e-post til [email protected] for å få tilsendt innkalling til dette møtet.
I tråd med allmennaksjeloven § 1-8 samt forskrift om formidlere omfattet av verdipapirsentralloven § 4-5 og tilhørende gjennomføringsforordninger, sendes innkallingen kun til forvaltere som skal videreformidle til aksjeeiere de holder aksjer for. Eiere av forvalterregistrerte aksjer må kommunisere med sin forvalter som har ansvar for å formidle forhåndsstemmer, fullmakter og/eller påmelding til generalforsamlingen innen påmeldingsfristen den 8. mai 2025 videre til Selskapet. Forvaltere må formidle instruksene fra eiere av forvalterregistrerte aksjer gjennom et automatisert system, men merk at dersom en eier ønsker å delta personlig i generalforsamlingen må forvalteren i tillegg melde fra om dette særskilt til selskapets kontofører, Nordea Bank Abp, filial i Norge, per epost til [email protected].
Aksjonærer har rett til å møte og stemme ved fullmektig. Aksjonærer kan også avgi forhåndsstemme. Fullmakt eller forhåndsstemmer kan avgis elektronisk via VPS Investortjenester eller via link på http://investor.kid.no. Fullmakt kan også inngis ved å benytte fullmaktblanketten inntatt i Vedlegg 3 til denne innkallingen.
Det gjøres oppmerksom på at fullmakt uten stemmeinstruks kan utløse flaggeplikt etter norsk rett. Innehav av en stemmefullmakt uten stemmeinstruks likestilles etter verdipapirhandelloven § 4-4 (1) nr. 7 med eierskap av aksjer med tilknyttet stemmerett. Dette betyr at fullmektigen vil ha plikt til å flagge fullmaktene dersom disse gjelder et antall aksjer som (sammen med fullmektigens eventuelle egne aksjer eller
In accordance with section 7 of the Company's Articles of Association, shareholders who wish to attend the general meeting either in person or by proxy must notify this to the Company so that the Company has received the notification no later than on 8 May 2025. Notice of attendance is either given electronically via VPS Investor Services or http://investor.kid.no, or by returning the enclosed attendance form to the Company (Appendix 2) The Company encourages shareholders to vote in advance or submit proxies with voting instructions in advance of the general meeting, as further described below.
The general meeting will be held electronically as a Teams-meeting. Shareholders who notify their attendance within the deadline set out above must also send an e-mail to [email protected] to receive an invitation to the meeting.
In accordance with section 1-8 of the Norwegian Public Limited Liability Companies Act as well as the regulation on intermediaries comprised by section 4- 5 of the Norwegian Central Securities Depository Act and related implementing regulations, the notice is only sent to custodians who shall communicate it to the shareholders for whom they hold shares. Owners of nominee held shares must communicate with their custodians, who are responsible for conveying advance votes, proxies and/or notice of participation at the general meeting within the registration deadline on 8 May 2025 to the Company. Custodians must communicate the instructions from owners of nominee held shares through an automated system, but note that if an owner wishes to attend personally in the general meeting, the custodian must in addition notify this specifically to the Company's share registrar, Nordea Bank Abp, Norwegian branch, per e-mail to [email protected].
Shareholders has the right to attend and vote by proxy. Shareholders may also submit votes in advance. Proxies or advance votes may be submitted electronically through VPS Investor Services or through link at http://investor.kid.no. A proxy may also be submitted by use of the proxy form included in Appendix 3 to the notice.
Please note that proxies without voting instructions may trigger disclosure requirements under Norwegian law. Under section 4-4 (1) no. 7 of the Norwegian Securities Trading, the possession of a proxy without voting instructions is considered equal to ownership of shares with voting rights. This means that a proxy is required to disclose the proxies if the number of shares to which they relate (together with any shares held by the proxy) reaches or exceeds
rettigheter til aksjer) når opp til eller overstiger tersklene for flaggeplikt i verdipapirhandelloven § 4- 2 første ledd.
Dersom det foreslåtte utbyttet blir vedtatt vil aksjen handles ex-utbytte på Oslo Børs fra og med 13. mai 2025. Utbetaling av utbytte vil finne sted 27. mai 2025.
Denne innkallingen med vedlegg og dokumenter som skal behandles av generalforsamlingen er tilgjengelig på Selskapets internettside http://investor.kid.no.
I tråd med vedtektene § 7 sendes ikke dokumenter som gjelder saker som skal behandles på generalforsamlingen med post til aksjonærene, herunder vedlegg 4-7 til innkallingen. Enhver aksjonær kan dog kreve at vedleggene sendes vederlagsfritt til vedkommende med post. Dersom en aksjeeier ønsker å få tilsendt dokumentene, kan henvendelse rettes til Selskapet ved å sende en forespørsel pr e-post til [email protected].
the disclosure thresholds under the Norwegian Securities Trading Act section 4-2 first paragraph.
If the proposed dividend is approved the shares will trade ex. dividends on Oslo Børs from and including 13 May 2024. Payment of the dividend will be made on 27 May 2025.
This notice and the appendices and documents to be considered by the general meeting are available on the Company's web pages in http://investor.kid.no.
In accordance with § 7 of the Company's articles of association, documents that relates to matter that shall be considered by the general meeting will not be sent by post to the shareholders, including appendix 4-7 to the notice. A shareholder may nonetheless demand to be sent the appendices by post free of charge. If a shareholder wishes to have the documents sent to him, such request can be addressed to the Company by email to [email protected].
| Vedlegg 1 | Appendix 1 |
|---|---|
| - | - |
| Forslag til vedtak | Proposed resolutions |
| Sak 3 - Godkjennelse av årsregnskap og styrets årsberetning for Kid ASA og konsernet for 2024, herunder disponering av årets resultat, samt behandling av redegjørelse om foretaksstyring og revisors beretning |
Item 3 - Approval of the annual accounts and directors' report of Kid ASA and the Group for 2024, including allocation of the result of the year, as well as consideration of the statement on corporate governance and audit report |
| Selskapets årsrapport, herunder årsregnskapet | The Company's annual report, including the |
| og årsberetningen, er tilgjengelig på Selskapets | annual accounts and directors' report, is available |
| nettsider http://investor.kid.no. | at the Company's website http://investor.kid.no. |
| Styrets redegjørelse om foretaksstyring er inntatt i årsrapporten. Det skal ikke stemmes over redegjørelsen. |
The statement of the Board of Directors on corporate governance is included in the annual report. The statement is not subject to a vote. |
| Styret foreslår at generalforsamlingen treffer | The Board of Directors propose that the general |
| følgende vedtak: | meeting pass the following resolution: |
| "Årsregnskapet og årsberetningen for 2024 godkjennes. |
"The annual accounts and the directors' report for 2024 are approved. |
| Det foreslåtte utbyttet på NOK 5,00 per | The proposed dividend of NOK 5.00 per |
| aksje godkjennes." | share is approved." |
| Sak 4 - Fullmakt til å beslutte utdeling av | Item 4 - Authority to approve the distribution |
| utbytte | of dividends |
| Styret har en utbyttepolitikk som tilsier at 80- 100% av justert resultat etter skatt, utbetales som årlig utbytte. Styret ønsker å videreføre to utbetalinger per år, hvor styret har fullmakt til å fastsette og utbetale et halvårsutbytte i lys av resultatet per tredje kvartal 2025. |
The Board of Directors has a dividend policy that targets that 80-100% of the adjusted net profit is distributed as a dividend. The board plans to continue to carry out two dividend payments per year, where the board is authorized to approve and distribute a half-yearly dividend considering the results of the third quarter 2025. |
| Styret foreslår at generalforsamlingen treffer | The Board of Directors proposes that the general |
| følgende vedtak: | meeting pass the following resolution: |
| "Styret gis i henhold til allmennaksjeloven § 8-2 (2) fullmakt til å beslutte utdeling av utbytte på grunnlag av Selskapets årsregnskap for 2024. Fullmakten kan utøves én gang. |
"The Board of Directors is authorized pursuant to the Public Limited Companies Act § 8-2(2) to approve the distribution of dividends based on the Company annual accounts for 2024. The authority may be used one time. |
| Fullmakten gjelder frem til ordinær generalforsamling i 2026." |
The authority shall remain in force until the annual general meeting in 2026." |
| Sak 5 - Fastsettelse av honorar til Styrets | Item 5 - Determination of the remuneration of |
| medlemmer | the members of the Board of Directors |
| Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen. |
The proposal of the nomination committee is set out in the statement of the nomination committee, which is enclosed to the notice. |
| Styret foreslår at generalforsamlingen treffer | The Board of Directors propose that the general |
| følgende vedtak: | meeting pass the following resolution: |
| "Medlemmene i Styret skal motta følgende honorar for perioden mai 2024 til generalforsamling i 2025: |
«The members of the Board of Directors will receive the following remuneration for the period starting in May 2024 and ending at the Annual General Meeting of 2025: |
|---|---|
| Styreleder: NOK 700.000 |
Chairman: NOK 700,000 |
| Styremedlem: NOK 435.000 |
Board member: NOK 435,000 |
| Tillegg medlem av NOK 17.000 revisjonsutvalg: per møte |
Additional fee to member NOK 17,000 of the audit committee: per meeting |
| Tillegg for arbeid med NOK 50.000 rekruttering av CEO til to styremedlemmer: |
Additional fee related to NOK 50,000 the recruitment of CEO for two board members: |
| Sak 6 - Godkjennelse av honorar til Selskapets revisor |
Item 6 - Approval of the remuneration of the Company's auditor |
| Godtgjørelsen til Selskapets revisor for 2024 er NOK 819.000, som dekker lovpålagt revisjon av det konsoliderte årsregnskapet samt selskapsregnskap i konsernet til Kid ASA. |
The remuneration of the Company's auditor for 2024 is NOK 819,000, which covers statutory audit of the consolidated annual financial statements of the Group and company statements. |
| Sak 7 - Valg av ny revisor | Item 7 - Election of new auditor |
| Selskapets nåværende revisor, PwC AS, har vært Selskapets revisor siden 2015. I henhold til revisjonsforordningen artikkel 17, implementert som norsk lov i henhold til revisorloven § 12-1 skal et allmennaksjeselskap endre revisor minst hvert tiende år med mindre perioden forlenges etter en anbudsprosess iht. allmennaksjeloven § 7-2. |
The Company's current auditor, PwC AS, has been the Company's auditor since 2015. According to the statutory audit regulation article 17, implemented as Norwegian law pursuant to the Norwegian Auditors Act section 12-1, a public limited liability company shall change its auditor at least every ten years, unless the period is extended following a tender process in accordance with the Norwegian Public Limited Liability Companies Act section 7-2. |
| Styret har derfor funnet det hensiktsmessig å foreta en vurdering av revisjonsoppdraget for Selskapet og foreslår at generalforsamlingen fatter vedtak om å beholde Selskapets revisor. |
The board has therefore deemed it appropriate to carry out an assessment of the assignment as auditor for the Company and propose that the general meeting resolves to keep the Company's auditor. |
| Styret har vurdert ulike kandidater gjennom en anbudsprosess og har etter gjennomgangen og i henhold til en anbefaling fra Selskapets revisjonsutvalg besluttet at det er ønskelig å beholde revisor og foreslår at PwC AS gjenvelges som Selskapets revisor. |
The board has considered various candidates through a tender process and has, after the review and following a recommendation from the Company's audit committee come to the conclusion that it is desirable to keep the current auditor and proposes that PwC AS is re-elected as the Company's auditor. |
| Styret foreslår at generalforsamlingen treffer følgende vedtak: |
The board of directors proposes that the general meeting adopts the following resolution: |
| "PwC AS gjenvelges som revisor for regnskapsåret som starter 1. januar 2025." |
"PwC is re-elected as auditor for the fiscal year commencing on 1 January 2025." |
| Sak 8 - Valg av medlemmer til Styret | Item 8 - Election of members to the Board of Directors |
|---|---|
| Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen. |
The proposal of the nomination committee is set out in the statement of the nomination committee, which is enclosed with the notice. |
| Styret foreslår at generalforsamlingen treffer følgende vedtak: |
The Board of Directors proposes that the general meeting adopts the following resolution: |
| "Karin Bing-Orgland gjenvelges som styremedlem for en periode på to år." |
"The general meeting re-elected Karin Bing Orgland as member of the board for a period of two years." |
| Sak 9 – Valg av medlemmer til valgkomiteen | Item 9 – Election of members to the nomination committee |
| Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen. |
The proposal of the nomination committee is set out in the statement of the nomination committee, which is enclosed with the notice. |
| Styret foreslår at generalforsamlingen treffer følgende vedtak: |
The Board of Directors proposes that the general meeting adopts the following resolution: |
| "Sten-Arthur Sælør gjenvelges som leder av valgkomiteen for en periode på ett år." |
"The general meeting re-elected Sten Arthur Sælør as chair of the nomination committee for a period of one year." |
| Sak 10 - Fastsettelse av honorar til valgkomiteens medlemmer |
Item 10 - Determination of the remuneration of the members of the nomination committee |
| Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen. |
The proposal of the nomination committee is set out in the statement of the nomination committee, which is enclosed with the notice. |
| Sak 11 – Godkjennelse av retningslinjer om fastsettelse av lønn og annen godtgjørelse til ledende personer |
Item 11 – Approval of guidelines on setting the salary and other remuneration of leading persons |
| Forslag til reviderte Retningslinjer fra Styret om godtgjørelse til ledende personer er inkludert i en egen innstilling, som er vedlagt innkallingen. |
The proposed revised Guidelines from the board of directors regarding remuneration for senior executives is set out in a separate statement, which is enclosed with the notice. |
| Styret foreslår at generalforsamlingen treffer følgende vedtak: |
The Board of Directors proposes that the general meeting pass the following resolution: |
| "Generalforsamlingen godkjenner Styrets forslag til reviderte retningslinjer for godtgjørelse til ledende personer." |
"The general meeting approves the proposal of the Board of Directors regarding revised guidelines for remuneration for senior executives." |
| Sak 12 – Rapport om lønn og annen godtgjørelse til ledende personer |
Item 12 – Report on salary and other remuneration to senior executives |
| Rapport om lønn og annen godtgjørelse til ledende personer er inkludert i en egen innstilling, som er vedlagt innkallingen. Etter allmennaksjeloven § 6-16b skal det avholdes en rådgivende avstemning over rapporten. |
The report on salary and other remuneration to senior executives is set out in a separate statement, which is enclosed with the notice. According to section 6-16b of the Public Limited Liability Companies Act, an advisory vote shall be held with respect to the report. |
| Styret foreslår at generalforsamlingen treffer | The Board of Directors proposes that the general |
| følgende vedtak: | meeting pass the following resolution: |
|---|---|
| "Generalforsamlingen gir sin tilslutning til rapport om lønn og annen godtgjørelse til ledende personer for 2024." |
"The general meeting endorses the report on salary and other remuneration to senior executives for 2024." |
| Sak 13 - Styrefullmakt til kapitalforhøyelse | Item 13 - Board authorization to increase the share capital |
| Styret anser at det er i Selskapets interesse at styret gis fullmakt til å forhøye Selskapets aksjekapital med inntil 10%. Dette vil gi styret fleksibilitet til å styrke Selskapets kapital eller bruke Selskapets aksjer som vederlag der dette måtte være hensiktsmessig. |
The Board of Directors believes that it is in the best interest of the Company that the Board is granted authorization to increase the Company's share capital by up to 10%. This will give the Board of Directors flexibility to strengthen the Company's capital or use the Company's shares as consideration where appropriate. |
| Styret foreslår at generalforsamlingen treffer følgende vedtak: |
The Board of Directors proposes that the general meeting pass the following resolution: |
| "Styret gis i henhold til allmennaksjeloven § 10-14 (1) fullmakt til å forhøye Selskapets aksjekapital med inntil NOK 4.877.419. Innenfor denne samlede beløpsrammen kan fullmakten benyttes flere ganger. |
"The Board of Directors is authorized pursuant to the Public Limited Companies Act § 10-14 (1) to increase the Company's share capital by up to NOK 4,877,419. Subject to this aggregate amount limitation, the authority may be used on more than one occasion. |
| Fullmakten kan bare benyttes til å utstede aksjer som vederlag og til innhenting av ny egenkapital. |
The authority may only be used to issue shares as consideration and to raise additional equity. |
| Fullmakten gjelder frem til ordinær generalforsamling i 2026, dog senest til 30. juni 2026. |
The authority shall remain in force until the annual general meeting in 2026, but in no event later than 30 June 2026. |
| Aksjeeiernes fortrinnsrett etter allmennaksjeloven § 10-4 kan fravikes. |
The pre-emptive rights of the shareholders under § 10-4 of the Public Limited Companies Act may be set aside. |
| Fullmakten omfatter kapitalforhøyelse mot innskudd i penger og mot innskudd i andre eiendeler enn penger. Fullmakten omfatter rett til å pådra selskapet særlige plikter, jf. allmennaksjeloven § 10-2. Fullmakten omfatter beslutning om fusjon etter allmennaksjeloven § 13-5." |
The authority covers capital increases against contributions in cash and contributions other than in cash. The authority covers the right to incur special obligations for the Company, ref. § 10-2 of the Public Limited Companies Act. The authority covers resolutions on mergers in accordance with § 13-5 of the Public Limited Companies Act." |
| Sak 14 - Styrefullmakt til erverv av Selskapets egne aksjer |
Item 14 - Board authorisation for the acquisition of the Company's own shares |
| Styret foreslår at generalforsamlingen gir en fullmakt til å erverve egne aksjer som representerer inntil 10% av aksjekapitalen. Dette vil gi Selskapet fleksibilitet til å kjøpe tilbake egne |
The Board of Directors proposes that the general meeting grant an authorisation to acquire own shares representing up to 10% of the share capital. This will give the Company the flexibility |
to buy back its own shares if this should be desirable in order to optimize the capital structure of the Company or to provide the Company with a holding of own shares which could be used as
aksjer dersom dette skulle anses hensiktsmessig for å optimalisere Selskapets kapitalstruktur eller skaffe Selskapet en beholdning egne aksjer som vil kunne benyttes som vederlag i transaksjoner

Styret foreslår at generalforsamlingen treffer følgende vedtak:
"Styret gis i henhold til allmennaksjeloven § 9-4 fullmakt til på vegne av Selskapet å erverve aksjer i Selskapet ("egne aksjer") med en samlet pålydende verdi på inntil NOK 4.877.419.
Ved erverv av egne aksjer kan det ikke betales et vederlag pr. aksje som er mindre enn NOK 70 eller som overstiger NOK 300.
Styret fastsetter på hvilke måter egne aksjer kan erverves eller avhendes.
Fullmakten gjelder frem til ordinær generalforsamling i 2026, dog senest til 30. juni 2026."
e.l. consideration in transactions etc.
The Board of Directors proposes that the general meeting pass the following resolution:
"The Board of Directors is authorized pursuant to the Public Limited Liability Companies Act § 9-4 to acquire shares in the Company ("own shares") on behalf of the Company with an aggregate nominal value of up to 4,877,419.
When acquiring own shares, the consideration per share may not be less than NOK 70 and may not exceed NOK 300.
The Board of Directors determines the methods by which own shares can be acquired or disposed of.
The authority shall remain in force until the annual general meeting in 2026, but in no event later than 30 June 2026."
*** ***
Meeting in Kid ASA will be held on 12 May 2025 at 15:00 hours CEST. Electronic meeting through Teams
Record Date: 5 May 2025 Registration Deadline according to bylaws: 8 May 2025
The Company accepts votes in advance for the Annual General Meeting. Registration Deadline for advance votes: 8 May 2025. Advance votes may only be executed electronically, through the Company's website http://investor.kid.no or via VPS Investor Services.
The Undersigned will attend the Annual General Meeting on 12 May 2025 and cast votes for:
____________________ own shares.
Notice of attendance should be registered electronically through the Company's website http://investor.kid.no or via VPS Investor Services. For notification of attendance through the Company's website, the above mentioned pin code and reference number must be stated.
For notification of attendance through VPS Investor service, pin code and reference number are not needed.
If you are not able to register your attendance electronically, you may send this form by e-mail to [email protected], or by regular mail to Nordea Bank Norge Abp Norwegian branch, Issuer Services, PO Box 1166 Sentrum 0107 Oslo, Norway. The notice of attendance must be received no later than 8 May 2025.
Note that shareholders who notify their attendance within the deadline set out above, must also send an e-mail to [email protected] to receive the digital invitation to the general meeting.
If the shareholder is a Company, please state the name of the individual who will be representing the Company: ______________________________
Place Date Name of shareholder and shareholder's signature
Proxy without voting instructions for Annual General Meeting of Kid ASA.
If you are unable to attend the meeting, you may grant proxy to another individual.
Ref no: PIN code:
| Proxy should be submitted electronically through the Company's website www.investor.kid.no or via VPS Investor Services. | ||
|---|---|---|
For granting proxy through the Company's website, the above mentioned pin code and reference number must be stated.
For granting proxy through VPS Investor service, pin code and reference number are not needed. If you are not able to register this electronically, you may send by e-mail to [email protected] , or by regular mail to Nordea Bank Norge Abp Norwegian branch, Issuer Services, PO Box 1166 Sentrum 0107 Oslo, Norway. The proxy must be received no later than 8 May 2025.
If you send the proxy without naming the proxy holder, the proxy will be given to the Chair of the Board of Directors, or an individual authorised by him or her.
Note that shareholders who notify their attendance by proxy (other than to the Chair of the Board of Directors) within the deadline set out above, must also send an e-mail to [email protected] to receive the digital invitation to the general meeting.
hereby grants (tick one of the two)
the Chair of the Board of Directors (or a person authorised by him or her), or
_____________________________________________
(Name of proxy holder in capital letters)
proxy to attend and vote for my/our shares at the Annual General Meeting of Kid ASA on 12 May 2025.
With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's Certificate of Registration must be attached to the proxy.
If you are unable to attend the Annual General Meeting in person, you may use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her.
Proxies with voting instructions to the Chair of the Board of Directors cannot be registered electronically and must be sent to e-mail [email protected] (scanned form), or by regular mail to Nordea Bank Norge Abp Norwegian branch, Issuer Services, PO Box 1166 Sentrum 0107 Oslo, Norway. The form must be received by Nordea Bank Norge, Issuer's Department no later than 8 May 2025.
hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Annual General Meeting of Kid ASA on 12 May 2025.
The votes shall be exercised in accordance with 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 2025 | For | Against | Abstention | |
|---|---|---|---|---|
| 1. | Election of a chairperson and a person to co-sign the minutes | | | |
| 2. | Approval of the notice and the agenda | | | |
| 3. | Approval of the annual accounts and directors' report of Kid ASA and the group for 2024, including allocation of the result of the year, as well as consideration of the statement on corporate governance and audit report |
| | |
| 4. | Authority to approve the distribution of dividends | | | |
| 5. | Determination of the remuneration of the members of the Board of Directors | | | |
| 6. | Approval of the remuneration of the Company's auditor | | | |
| 7. | Election of new auditor | | | |
| 8. | Election of member to the Board of Directors – the proposal from the Nomination Committee | |||
| Individual voting | ||||
| 8.1 Karin Bing Orgland | | | | |
| 9. | Election of member to the nomination committee – the proposal from the Nomination Committee |
|||
| Individual voting | ||||
| 9.1 Sten-Arthur Sælør | | | | |
| 10. | Determination of the remuneration of the members of the nomination committee | | | |
| 11. | Approval of guidelines on setting the salary and other remuneration of leading persons | | | |
| 12. | Report on salary and other remuneration to senior executives | | | |
| 13. | Board authorisation to increase the share capital | | | |
| 14. | Board authorisation for the acquisition of the Company's own shares | | | |
Place Date Shareholder's signature (Only for granting proxy with voting instructions)
With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's Certificate of Registration must be attached to the proxy.
The overall aim of this remuneration policy for the Board of Directors and the Executive Management team (the "Policy") is to provide a framework for remuneration at Kid ASA ("Kid" or the "Company", and together with its consolidated subsidiaries, the "Group"), as well as specific guidelines for incentive pay, based on an understandable and comprehensive overview of the remuneration provided by Kid.
The Policy and the remuneration guidelines herein shall apply to; (i) the Board of Directors (the "Board"), and (ii) the CEO of the Company and the senior management team of the Company (jointly, the "Executive Management Team"), and is subject to approval by the general meeting of the Company upon its first adoption, and later upon any material changes or at least every four years. This Policy shall, subject to approval by the general meeting, become effective immediately following the annual general meeting of the Company in 2025.
This guideline replace the previous guideline from 2021. The change from the previous policy is mainly related to making the short-term incentive (the "STI") more flexible, not only linking the bonus criteria to EBITDA performance, and a clarification on the length of the long-term incentive plan (the "LTI").
This Policy has been prepared in accordance with Section 6-16a of the Norwegian Public Limited Companies Act, and the Norwegian Regulation on guidelines and report for executive personnel (Nw: Forskrift om retningslinjer og rapport om godtgjørelse for ledende personer).
The overall objectives of this Policy are to:
The Board is responsible for preparing this Policy with regards to remuneration guidelines for the Executive Management. Further, the Board is responsible for implementing and evaluating the remuneration and other terms and conditions of appointment for the Executive Management Team pursuant to this Policy.
The Nomination Committee is responsible for preparing this Policy with regards to remuneration

guidelines for the Board. Further, the Nomination Committee is responsible for implementing and evaluating the remuneration of the Board members pursuant to this Policy.
The Board isresponsible for proposing the Policy for adoption at the Company's general meeting from time to time.
When making decisions about executive remuneration and setting the contents of this Policy, the Board also considered the remuneration arrangements in place for the Group's wider workforce.
Compensation for employees outside the Executive Management Team follows the same principles applied to executives, i.e.salary and employment conditions within comparable companies and within the retail sector in general.
The Board acts independently of the Executive Management Team and the Nomination Committee acts independently of the Board, so no conflicts of interest should arise. No members of the Executive Management Team are present at the Board meeting when the remuneration of the Executive Management Team is discussed. Further, no members of the Board are present at Nomination Committee meetings the proposals for remuneration of the Board members are discussed.
Pursuant to Article 6 of the Company's Articles of Association, the Company shall have a Nomination Committee consisting of minimum two, but no more than three members, as decided by the general meeting. The members of the Nomination Committee shall be shareholders or representatives of shareholders.
Pursuant to the Articles of Association, the Nomination Committee shall, inter alia, give the general meeting its recommendation regarding the remuneration of the Board members. In accordance with this, the Nomination Committee reviews Board fees at least annually. Fees are evaluated relative to companies of comparable size and complexity to Kid.
The Nomination Committee prepares recommendations for remuneration of the Board of Directors, and such recommendations are presented to the general meeting for approval before they come into effect. The remuneration of the Board members is approved as a separate item on the agenda of the annual general meetings of the Company.
The Chair and each Member of the Board of Directors receives a fixed annual fee. In addition, the Members of the Board's audit committee may receive an additional fee based on the number of meetings for such committee. The Board will utilize a similar approach if establishing additional subcommittees.
Individual Board members may be required to take on specific ad hoc tasks outside their normal duties assigned by the Board. In each such case, the Board shall determine a fixed fee (e.g. per diem) for the
work carried out related to those tasks. The fixed fee will be disclosed in the annual remuneration report.
Additional fees or benefits may be provided to reflect, for example, accommodation, transport and other business-related expenses incurred while carrying out their role.
Board members are not eligible to participate in any incentive arrangements operated by Kid.
The overall objective of the remuneration guidelines for the Executive Management is to attract, retain and motive employees with the skills, qualifications and experience needed to maximize value creation for the Company and its shareholders.
Kid shall offer competitive terms to its Executive Management Team, and consequently, the remuneration of the Executive Management Team shall as far as possible be in line with the market level for remuneration of senior management in comparable companies. However, the remuneration of the Executive Management Team shall not be of a size or nature which is liable to harm the Company's reputation.
The fixed salary for the CEO is proposed by the Chair of the Board and then subsequently approved by the Board. The fixed salary for the other members of the Executive Management Team is proposed by the CEO and subsequently approved by the Chair of the Board.
All other remuneration elements (pension, benefits, bonus programs, long-term incentive plans etc.) for the Executive Management Team is proposed by the CEO and/or the Chair of the Board and subsequently approved by the Board.
Set out below are an overview of the various elements of the remuneration of the Executive Management Team.
The fixed salary is set annually, considering a range of factors including; (i) the individual's skills, performance and experience, (ii) increases for the broader workforce, (iii) external market data amongst peer companies, (iv) the size and responsibilities of the role, and (v) the geographical location of the role, internal relativity and external economic environment.

Salary increases are set considering the factors set out on above.
Purpose and link to strategy: To provide fixed remuneration allowing Kid to attract, retain and motive employees with the skills, qualifications and experience needed to maximize value creation for the Company and its shareholders.
Kid has a defined contribution pension plan according to the mandatory requirements under Norwegian and Swedish law. The amount of Company paid pension contributions are set considering the wider workforce rate and market practice in Norway and Sweden.
Purpose and link to strategy: Encourages planning for retirement and long-term saving.
The Company may offer customary benefits in kind to its Executive Management Team, including but not limited to car allowance or company car, coverage of telephony, broadband costs and newspaper subscriptions. In-kind benefits paid by the Company are set considering the wider workforce rate and market practice in Norway and Sweden.
Purpose and link to strategy: Provide market competitive and cost-effective benefits.
3.3.4 Short-term Incentive Plan ("STI")
The annual STI program must be linked to one or more pre-defined and measurable criteria, which may be financial or non-financial. The targets used by the company must have a clear link with the business strategy, long-term interests, and continued growth and profitability of the company. At least 75% of the targets must be financial targets.
Under the bonus program, the participantsmay receive a bonus of up to six-months'salary. The maximum level ofthe bonus program and its participants are approved by the Board on an annual basis.
Kid cannot claim refund of paid out bonuses.
Purpose and link to strategy: To incentivize delivery of Kid's short-term objectives and ensure a clear link with value creation.
3.3.5 Long-term Incentive Plan ("LTI")
Kid has implemented an LTI, in the form of a cash bonusincentive plan for the Executive Management Team and other key employees(the "Long-Term Bonus Program").
The Long-Term Bonusis earned based upon actual vs target full-year EBITDA on a consolidated basis. Under the Long-Term Bonus Program, a bonus payment will be deposited for subsequent payment in accordance with the share price development of Kid. The maximum amount of the bonus deposit will be based on a pre-defined number of monthly salary payments and the actual deposit will vary based on actual EBITDA as percentage of targeted EBITDA, as set out in the table below.

| Actual EBITDA as percentage of targeted EBITDA |
Percentage of maximum annual bonus deposit |
|---|---|
| < 100% | 0.0 % |
| 100 % | 50.0 % |
| 105 % | 75 % |
| 110 % | 100.0 % |
| >110 % | 100.0 % |
The maximum bonus deposited per year shall in total be equal or less than 6 months monthly salary. The deposited amount is adjusted according to the Company´s share price development on an annual basis, based on volume weighted average share price the week following the annual general meeting. The volume weighted share price is adjusted for dividends. The program was implemented in 2021. Each LTI is a five-year plan, where the bonus is earned the first year, deposited the second year, and paid out over the last three years in cash, with 25% the two first years and 50% the last year.
| 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 plan | Earning | Deposit | 25% payout | 25% payout | 50% payout | |||||
| 2022 plan | Earning | Deposit | 25% payout | 25% payout | 50% payout | |||||
| 2023 plan | Earning | Deposit | 25% payout | 25% payout | 50% payout | |||||
| 2024 plan | Earning | Deposit | 25% payout | 25% payout | 50% payout | |||||
| 2025 plan | Earning | Deposit | 25% payout | 25% payout | 50% payout | |||||
| 2026 plan | Earning | Deposit | 25% payout | 25% payout | 50% payout |
No shares are issued or delivered to the participants under the Long-Term Bonus program. If Kid is delisted or more than 50% of the shares are owned by one investor, all outstanding payments under the Long-Term Bonus Program shall be redeemed based on the closing price on the last day of listing or the last purchase price of the investor who surpass ownership of 50% of the shares.
Bonus will only be paid to employees who are employed with the Group (i.e. employed without having given or received notice of termination) as of the date of payment of any bonus.
Kid cannot claim a refund of paid out bonuses.
Purpose and link to strategy: To incentivise and reward long-term value creation and align the incentives of the Executive Management Team with shareholders' interest.
Kid may terminate the employment of an executive team member by giving 3 to 6 months' notice. Executives may terminate their employment by giving Kid 3 to 6 months' notice.
The Company may offer up to six months salary as a termination benefit for members of the Senior Executive Team.

The Board may, to ensure Kid's long-term interests, resolve to temporarily deviate from any sections of this Policy in the following instances;
Any deviation from this Policy shall be reported in the remuneration report for the relevant year. If a deviation has continued so that it cannot be deemed temporary, the Company shall prepare an amended policy to be presented at the next possible general meeting.
Appendix 5
Remuneration Report 2024
Remuneration Report 2024
Kid ASA
Page 1 of 8
| 1. Key developments in remuneration3 | |
|---|---|
| 1.1 Overall Company performance3 |
|
| 1.2 Key developments in Board remuneration3 | |
| 1.3 Key developments in Executive Management remuneration 4 | |
| 2. Total remuneration 5 | |
| 2.1 Board remuneration5 | |
| 2.2 Shareholdings by the Board5 | |
| 2.3 Remuneration to Executive Management5 | |
| 2.3.1 Short-term incentive plan6 | |
| 2.3.2 Long-term incentive plan 6 | |
| 2.4 Shareholdings by Executive Management7 | |
| 3. Remuneration and Company performance 2020-20248 |
This report on remuneration to senior executives (the "Report") is prepared by the Board of Directors of Kid ASA (the "Company" or "Kid"). The Report has been prepared in accordance with the Norwegian Public Limited Liability Act 1997 section 6-16 b, the Norwegian Regulation on Guidelines and Report on Remuneration of Leading Employees of 2020 section 6 and the Norwegian Accounting Act section 7-31b.
The remuneration report for 2024 complies with the Remuneration Policy approved by the General Meeting in May 2021. The Policy is applicable for a period of four years unless material changes are proposed by the Board of Directors and can be found on the Company's website investor.kid.no. The Remuneration Policy is subject for a yearly review by the Board. The Board of Directors will evaluate and update the Remuneration Policy and is subject to be approved by the Annual General Meeting 2025.
The overall objective of the remuneration guidelines for the Executive Management is to attract, retain and motivate employees with the skills, qualifications and experience needed to maximize value creation for the Company and its shareholders. Kid shall offer competitive terms to its Executive Management Team, and consequently, the remuneration of the Executive Management Team shall as far as possible be in line with the market level for remuneration of senior management in comparable companies. However, the remuneration of the Executive Management Team shall not be of a size or nature which is liable to harm the Company's reputation.
The remuneration of the Board is approved by the Annual General Meeting 2025. The Board of Directors are not eligible to participate in any incentive arrangements operated by Kid and receive a fixed annual fee.
The Remuneration Policy, adopted by the General Meeting 2021, has been fully implemented. No deviations from the remuneration guidelines have been decided and no derogations from the procedure for implementation of the remuneration guidelines have been made. No remuneration has been reclaimed by the Company during the reported financial year. The Remuneration Report will be presented to the Annual General Meeting 2025 for an advisory vote.
Revenues for 2024 increased by 10.9% to MNOK 3,784.9 (MNOK 3,413.6). The like-for-like sales growth was 8.6% and online sales grew by 10.4%, accounting for 12.3% of total revenues. Gross margin was 61.9% (61.5%) for 2024. Other operating expenses including IFRS 16 and employee benefit expenses, ended at 34.9% of revenues, compared to 35.7% in 2023. Operating profit (EBIT) was MNOK 555.3, up from MNOK 480.4, driven by increased revenues and gross margin.
In accordance with the Remuneration Policy, the remuneration of the Executive Management consists of a fixed annual salary and performance-based bonuses. Since the targets of the short- and long-term incentive plans are linked to the Company's profitability targets, the development of the Company's business operations is reflected in the remuneration paid to the Executive Management. For further details on the Company's performance in 2024, reference is made to the Company's consolidated annual accounts for 2024, available on the Company's website investor.kid.no.
The Nomination Committee is responsible for preparing matters related to the election and remuneration of the members of the Board of Directors for the General Meeting. At the Annual General Meeting 2024 ("AGM 2024"), the chairman of the Board and two Board members were re-elected. One new Board member was elected. Furthermore, the Annual General Meeting approved to adjust the Board remuneration based on the levels of remuneration for elected members of Boards of Directors in comparable companies. The General Meeting resolved that the remuneration of the Board of Directors for the previous twelve months should be as followed (NOK in thousands).
| Remuneration to the Board | 2023 | 2024 |
|---|---|---|
| Chairman: | ||
| Fee | 525 | 575 |
| Board member: | ||
| Fee | 385 | 410 |
| Number of members | 5 | 5 |
| Additional fee to audit committee: | ||
| Fee | 15 per meeting | 16 per meeting |
| Number of members | 3 | 2 |
| Remuneration to the Nomination Committee | ||
| Chairperson | 45 | 75 |
| Member | 40 | 60 |
| Number of members | 2 | 2 |
The table shows the total Board remuneration which has approved by the Annual General Meeting in 2024 and 2023 (NOK in thousands) for the periods from May 2022 until May 2023 and from May 2023 until May 2024, respectively.
No Board member has taken on additional tasks in the company outside their normal duties during the year.
During the year, there have been no changes in the composition of the Executive Management, however Anders Fjeld informed 1 November 2024 the Board that he will resign as CEO. He holds the position until 1 May 2025, when he will be replaced by Marianne Fulford.
The remuneration in 2024 was in line with the approved Remuneration Policy. The remuneration level is a result of business results, individual performance and alignment with competitive terms. The decrease in total remuneration expenses to Executive Management compared to 2023 is due to the CEO resignation resulting in loss of accrued bonus (short- and long-term), partly offset by bonuses for Executive Management as well as annual adjustments of base salary and a discretionary bonus of MNOK 0.9 to the outgoing CEO, given by the Board in accordance with section 4 in the Remuneration Policy.
The incentive plans are based on financial targets aligned with the strategic ambition. As a result of good financial performance in 2024, both the short-term and the long-term programs resulted in 100% bonus. In 2023, the short-term incentive and long-term incentive program resulted in 100% of maximum bonus.
The following table shows the total Board remuneration which has been paid in 2024 and 2023 (NOK in thousands) for the periods from May 2023 until May 2024 and from May 2022 until May 2023, respectively.
| Board of Directors 2024 | Position | Other benefits | Total |
|---|---|---|---|
| Espen Gundersen* | Chairman of the Board*** | 506 | 506 |
| Petter Schouw-Hansen** | Chairman of the Board | 671 | 671 |
| Karin Bing Orgland* | Board Member | 506 | 506 |
| Liv Berstad | Board Member | 410 | 410 |
| Gyrid Skalleberg Ingerø | Board Member | 410 | 410 |
| Jon Brannsten | Board Member | 0 | 0 |
| Rune Marsdal** | Board Member | 410 | 410 |
| Nomination committee | |||
| Petter Tusvik | Nomination committee | 0 | 0 |
| Geir Moe | Nomination committee | 60 | 60 |
| Sten Arthur Sælør | Nomination committee | 75 | 75 |
*Members of the Audit Committee
**Left the Board at AGM 2024
***From AGM 2024
| Board of Directors 2023 | Position | Other benefits | Total |
|---|---|---|---|
| Petter Schouw-Hansen* | Chairman of the Board | 660 | 660 |
| Rune Marsdal | Board Member | 385 | 385 |
| Karin Bing Orgland* | Board Member | 520 | 520 |
| Liv Berstad | Board Member | 385 | 385 |
| Gyrid Skalleberg Ingerø | Board Member | 385 | 385 |
| Espen Gundersen* | Board Member | 505 | 505 |
| Nomination committee | |||
| Geir Moe | Nomination committee | 40 | 40 |
| Sten Arthur Sælør | Nomination committee | 45 | 45 |
*Members of the Audit Committee.
The following table shows the shareholdings of the Board per 31.12.24 and 31.12.23
| Number of shares | 2024 | 2023 |
|---|---|---|
| Petter Schouw-Hansen | n.a. | 54 808 |
| Liv Berstad | 1 270 | 1 270 |
| Gyrid Skalleberg Ingerø | 3 007 | 3 007 |
| Karin Bing Orgland | 32 629 | 32 629 |
| Espen Gundersen | 7 000 | 7 000 |
| Jon Brannsten | - | n.a. |
| Rune Marsdal | n.a. | 20 427 |
The total remuneration for Executives comprises a base salary, a short-term cash-based incentive, a longterm cash-based incentive, a pension contribution and other benefits. The fixed remuneration enables the Executives to take decisions with a long-term perspective in mind without undue considerations for shortor long-term incentives. The variable remuneration is designed to promote performance in line with the
Company's strategy and to further align the interests of Executives and shareholders. The variable remuneration is based on the financial targets of the Group. Set out below is an overview of the Executive remuneration in the fiscal year 2023 and 2024 (NOK in thousands).
| Fixed remuneration Variable remuneration |
|||||||
|---|---|---|---|---|---|---|---|
| Base salary* | Pension | Other | Short term | Long term | Total | % fixed remuneration / |
|
| benefits** | incentive plan | incentive plan | remuneration | % variable | |||
| 2024 | remuneration | ||||||
| Anders Fjeld, CEO | 4 953 | 57 | 216 | 890 | 0 | 6 116 | 85 / 15 |
| Mads Kigen, CFO | 1 884 | 26 | 9 | 1 000 | 461 | 3 380 | 57 / 43 |
| Anders Lorentzson, VD Hemtex*** | 3 079 | 445 | 169 | 1 106 | 824 | 5 623 | 66 / 34 |
| Variable remuneration Fixed remuneration |
|||||||
| % fixed | |||||||
| Base salary* | Pension | Other | Short term | Long term | Total | remuneration / | |
| benefits** | incentive plan | incentive plan | remuneration | % variable | |||
| 2023 | remuneration | ||||||
| Anders Fjeld, CEO | 4 009 | 55 | 215 | 2 000 | 1376 | 7 655 | 56 / 44 |
| Mads Kigen, CFO | 850 | 16 | 850 | 425 | 2 167 | 41 / 59 | |
| 25 | |||||||
| Eystein Lund, former CFO | 1 702 | 14 | 3 | - | 0 | 1 719 | 100 / 0 |
*Base salary includes holiday pay
**Other benefits includes car allowance
***The remuneration for Anders Lorentzson is presented in SEK
There have not been any loans or guarantees granted to key management personnel for either 2023 or 2024. The CEO has 6 months' salary as termination benefit if the termination is initiated by the Company. There are no share-based payments, other than the share price-component in the long-term incentive plan described in section 2.3.2.
For 2024, the Board determined the maximum possible bonus to be 6 months' base salary for the Chief Executive Officer and Chief Financial Officer and 4.5 months' base salary for the VD of Hemtex. The bonus is determined based on the financial performance of the Company in relation to the EBITDA excl. IFRS 16 target for the financial year. For 2024 the EBITDA excl. IFRS 16 target was MNOK 547.5. Please refer to the Remuneration Policy section 3.3.4 for more information on targets and bonus thresholds.
The short-term bonus for the Executives was 100% of maximum (100% in 2023). Due to Anders Fjeld resigning from his position as CEO, no bonus was accrued, however, a discretionary bonus was given by the Board subject to adjustment according to the share price development on the date of payment. As a result, the accrued bonus for the Chief Executive Officer, Chief Financial Officer and VD Hemtex for 2024 is MNOK 3.0 (MNOK 3.8).
The Executive Management participates in a long-term cash-based incentive plan with bonuses based on the financial profit target (EBITDA excl. IFRS 16) for the financial year. For 2024 the EBITDA excl. IFRS 16 target was MNOK 547.5. Please refer to the Remuneration Policy section 3.3.4 for more information on targets and bonus thresholds. The deposit is adjusted based on the change in the Company´s share price on a volume weighted average share price the week following the Annual General Meeting adjusted for dividends and the following periods until date of payout. The program is a five-year plan, designed with annual payments over the last three years following the Annual General Meeting after the financial year of the deposit, with 25% the two first years and 50% the last year. The program was first launched in 2021 and is approved annually by the Board of Directors.
| 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|---|---|---|
| Earning | Deposit | 25% payout | 25% payout | 50% payout | |||
| n.a. | n.a. | n.a. | n.a. | n.a. | |||
| Earning | Deposit | 25% payout | 25% payout | 50% payout | |||
| Earning | Deposit | 25% payout | 25% payout | 50% payout | |||
| Anders Fjeld | Anders | Mads Kigen | Eystein Lund | |
|---|---|---|---|---|
| Long-term incentive plan for Group Executive Management (TNOK) | Lorentzson | |||
| Awarded long-term incentive plan 2021 | 825 | 645 | 613 | |
| Payments of long-term incentive plan deposits | - | - | - | |
| Changes in long-term incentive plan deposits | - | - | -613 | |
| Adjusted deposit on previous incentive due to change in share price | -160 | -125 | - | |
| Outgoing balance 2022 | 665 | 520 | - | - |
| Payments of long-term incentive plan deposits (already accrued) | -205 | -161 | - | - |
| Changes in long-term incentive plan deposits | - | - | - | - |
| Adjusted deposit on previous incentive due to change in share price | 376 | 294 | - | - |
| Awarded long-term incentive plan 2023 | 1 000 | 645 | 425 | - |
| Outgoing balance 2023 | 1 835 | 1 298 | 425 | - |
| Payments of long-term incentive plan deposits (already accrued) | -361 | -282 | - | - |
| Changes in long-term incentive plan deposits | -1 736 | 0 | 0 | - |
| Adjusted deposit on previous incentive due to change in share price | 262 | 8 6 | -39 | - |
| Awarded long-term incentive plan 2024 | 0 | 738 | 500 | - |
| Outgoing balance 2024 | - | 1 839 | 886 | - |
For 2021, Executive Management earned the maximum deposit of 3 months' salary. The first payment based on the deposits for 2021 was made after the Annual General Meeting 2023 and the final payment after the Annual General Meeting 2025.
For 2022, Executive Management did not earn a deposit on this incentive plan.
For 2023, Executive Management earned the maximum deposit of 3 months' salary, which amount to MNOK 2.1. The first payment based on the deposits for 2023 was made after the Annual General Meeting 2025 and the final payment after the Annual General Meeting 2027.
For 2024, Executive Management earned the maximum deposit of 3 months' salary, which amount to MNOK 1.2. The first payment based on the deposits for 2024 will be made after the Annual General Meeting in 2026 and the final payment after the Annual General Meeting in 2028.
There are no share-based payment schemes in Kid ASA. The members of the Executive Management are encouraged to hold shares in the Company. The following table shows the shareholdings of the Executive Management:
| Number of shares | 2024 | 2023 |
|---|---|---|
| Anders Fjeld | 138 000 | 138 000 |
| Mads Kigen | 2 000 | 500 |
| Anders Lorentzson* | - | - |
*4,950 shares as per end of March 2025
A summary of the development of the Executive Management remuneration, of employee remuneration and of Company performance in the five-year period 2020–2024 is provided in the table below (NOK in thousands).
| Remuneration | 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|---|
| Anders Fjeld, CEO | Remuneration | 7 145 | 6 043 | 3 733 | 7 655 | 6 116 |
| % change | 88 % | -15 % | -38 % | 105 % | -20 % | |
| Mads Kigen*, CFO | Remuneration | 2 167 | 3 380 | |||
| % change | n.a. | 56 % | ||||
| Eystein Lund**, former CFO | Remuneration | 2 754 | 4 238 | 1 920 | 1 719 | - |
| % change | n.a. | 54 % | -55 % | n.a. | n.a. | |
| Henrik Frisell***, former CFO | Remuneration | 1 512 | - | |||
| % change | n.a | - | ||||
| Anders Lorentzson, VD Hemtex**** | Remuneration | 5 098 | 4 947 | 3 208 | 5 198 | 5 623 |
| % change | n.a. | -3 % | -35 % | 62 % | 8 % | |
| Remuneration | 1 545 | 1 844 | 2 128 | 2 840 | 2 913 | |
| Board of Directors* | % change | 38 % | 19 % | 15 % | 33 % | 3 % |
| Average | ||||||
| Average remuneration on a full-time | remuneration | 569 | 575 | 550 | 575 | 603 |
| equivalent basis of employees of the | ||||||
| Group** | % change | -1 % | 1 % | -4 % | 4 % | 5 % |
| Company performance | ||||||
| EBITDA ex IFRS 16 | 535 111 | 590 533 | 426 203 | 544 900 | 630 700 | |
| % change | 51 % | 10 % | -28 % | 28 % | 16 % | |
| Net income | 356 098 | 384 426 | 249 244 | 313 827 | 398 591 | |
| % change | 71 % | 8 % | -35 % | 26 % | 27 % |
*Mads Kigen started as CFO 1 July 2023, hence % change in 2023 is not calculated
**The employment period for Eystein Lund ended 31 March 2023, hence % change in 2023 is not calculated
***The employment period for Henrik Frisell ended 30 September 2020, hence % change in 2020 is not calculated
****Hemtex AB was acquired in May 2019. The salary of the VD in Hemtex has been included from 2020 as the first full year
*****The Board of Directors increased by one member in 2023
******The average salary for other employees in Hemtex has been calculated based on constant currency to ensure comparability. Average salary has been calculated based on total remuneration of all other employees divided by the average FTE for the year. Included in total remuneration is base salary, holiday pay and accrued bonus.
Lier, 9 April 2025
The Board of Kid ASA
Espen Gundersen Chairman (Sign.) (Sign.)
Karin Bing Orgland Board member
Liv Berstad Board member
Gyrid Skalleberg Ingerø Board member (Sign.) (Sign.)
Jon Brannsten Board member
Anders Fjeld Chief Executive Officer (Sign.) (Sign.)

The Nomination Committee of Kid is governed by the articles of the association, and the members of the Nomination Committee are elected by the General Meeting. The Nomination Committee consists of the following members:
Sten-Arthur Sælør (chair) Petter Tusvik
The Nomination Committee makes its recommendation to the General Meeting regarding the election of the shareholders' representatives to the Board of Directors, and their remuneration.
Guidelines for the Nomination Committee was adopted by the General Meeting in August 2015.
The Nomination Committee has held eight meetings since the last General Meeting, including meetings with the Chairman of the Board and the Chief Executive Officer. The Nomination Committee has gathered information from the administration, the Board of Directors and other persons considered relevant. The Nomination Committee also has undertaken a review of its own performance and its Guidelines.
The Nomination Committee has taken into account the need for balancing continuity against renewal. This has been particularly relevant due to the coming change of the CEO, in May 2025.
Contact with the shareholders has been actively maintained, and the Nomination Committee has ensured that the recommendation is communicated with the major shareholders. Information on how shareholders can make recommendations to the Nomination Committee has been communicated.
The Board of Directors is recommended to consist of 5 members.
The Nomination Committee at the annual General Meeting on 12 May 2025 will recommend the following resolution:
Karin Bing Orgland, to be re-elected for a period of two years.
The members of the board of directors are not associated with any major shareholders.
The Board of Directors will thereafter comprise:
| Name | Served since | Election period | # shares per 31.12.24 |
|---|---|---|---|
| Espen Gundersen | May 2022 | 2024-2026 | 7,000 |
| Karin Bing Orgland | August 2015 | 2025-2027 | 32,629 |
| Gyrid Skalleberg Ingerø | May 2020 | 2024-2026 | 3,007 |
| Jon Brannsten | May 2024 | 2024-2026 | 0 |
| Liv Berstad | May 2020 | 2024-2026 | 1,270 |
The Nomination Committee has based its recommendation on remuneration on the levels of remuneration for elected members of boards of directors in comparable companies.
Based on the above, the Nomination Committee unanimously recommends the following resolution:
The members of the Board of Directors will receive the following remuneration for the period starting in May 2024 and ending at the Annual General Meeting of 2025:
Chairperson: NOK 700,000 Directors: NOK 435,000 Members of audit committee: NOK 17,000 per meeting
The audit Committee has consisted of: Karen Bing Orgland (chair) Espen Gundersen
The Board of Directors appointed Espen Gundersen and Gyrid Skalleberg Ingerø to facilitate the process leading up to appointment of a new CEO. The Nomination Committee recommends a remuneration of NOK 50,000 each for managing the process,
The Nomination Committee consists of minimum two members. The members of the Nomination Committee, including its chairperson, are normally elected by the General Meeting for a period of two years.
The members were elected in 2024. The chair, though, was elected for a period of 1 year, ending in 2025. The committee recommends the following resolution:
Sten-Arthur Sælør to be re-elected as chair for a period of 1 year.
The following remuneration is proposed for the Nomination Committee:
The chair of the Nomination Committee will receive a remuneration of NOK 80,000 and the member of the Nomination Committee a remuneration of NOK 50,000 for the period starting in May 2024 and ending at the Annual General Meeting of 2025.
26 March 2025
Sten-Arthur Sælør Petter Tusvik Chair
Espen Gundersen was born in 1964 and is a Norwegian citizen. He has had several positions within Tomra Systems ASA in the period 1999 to 2022, including CFO from 2003 and deputy CEO from 2009. Prior to joining Tomra, he served as VP Business Development of Selmer ASA for five years. He started his career with Arthur Andersen in 1989. He holds an MBA from the Norwegian School of Management in Oslo and a CPA from the Norwegian School of Economics and Business Administration in Bergen. Espen Gundersen is also chairman of the board in Hexagon Purus ASA (including head of the audit committee), board member in Scatec ASA (including head of the audit committee) and board member in Norsk Hydro.
Gundersen is independent of the company's executive personnel, material business contacts and main shareholders.
| Position: | Board Member |
|---|---|
| Appointed: | May 2020 |
| # shares per 31.12.24: | 1,270 |
Liv Berstad (1961) is currently the Retail and Store Portfolio Manager for the clothing company KappAhl in Sweden, Norway, Finland and Poland. Berstad has extensive experience from the aviation industry and retail trade in the Nordic region, mainly from construction material, fashion and cosmetics. She is a Business Economist from BI Norwegian School of Management. Berstad has had several board appointments the last twenty years for companies both in Norway and Scandinavia. She is a Norwegian citizen and resides in Norway.
Berstad is independent of the company's executive personnel, material business contacts and main shareholders.
Position: Board Member Appointed: May 2024 # shares per 31.12.24: 0
Jon Brannsten (1976) is currently Partner in the Management & Technology consultancy BearingPoint, a company he joined in 2006 and has been Partner since 2015. He is leading their Technology Advisory and Strategy practices in Norway. With extensive expertise in technology and digitalization, Mr. Brannsten oversees the firm's services in the Consumer Goods and Retail sectors. He has successfully advised Clevel executives and board members and has been instrumental in leading large-scale technology and digital transformations for some of the largest retail companies in the Nordics. He holds a MSc in Business from Nord University Business School, specialized in Innovation and Entrepreneurship. He is a Norwegian citizen and resides in Norway.
Brannsten is independent of the company's executive personnel, material business contacts and main shareholders.
| Board Member |
|---|
| August 2015 |
| 32,629 |
Karin Bing Orgland (1959) is currently a professional board member in various companies including Chairman of the BOD of Entur AS and Elektroimportøren AS, board member and chairing the Audit Committee in NRC Group ASA, Chairman of the Board of Røisheim Hotell AS and Boardmember of Røisheim Eiendom AS, board member of SpareBank1 Lom og Skjåk. She has extensive experience from various management and board positions within the DNB Group between 1985 and 2013. Bing Orgland resides in Oslo, Norway and holds a Master of Business and Economics degree from the Norwegian school of Economics.
Bing Orgland is independent of the company's executive personnel, material business contacts and main shareholders.
| Position: | Board Member |
|---|---|
| Appointed: | May 2020 |
| # shares per 31.12.24: | 3,007 |
Gyrid Skalleberg Ingerø (1967) is currently self-employed with a focus on board work and investments. She is currently deputy chair of the board at Telenor ASA, and board member at Höegh Autoliners ASA, Gjensidige ASA, Kitron ASA and Itera ASA. She is Audit Chair in Kitron and Itera, and member of the audit committee in Telenor, Høegh Autoliners and Gjensidige. Ingerø has extensive experience in financial and accounting matters from management positions in different listed companies. In addition to relevant industry experience. Until recently, she was EVP & Group CFO at Kongsberg Gruppen ASA, a leading global technology company with operations in 40 countries. Ingerø has varied board experience from listed companies over the past 20 years, banking experience from Nordea, and has served as CFO / Investor Relations at Komplett Group ASA, SVP & CFO at Telenor Norway, and SVP & CFO at Telenor Digital Businesses, as well as many years at KPMG. She is a Norwegian citizen and resides in Norway.
Skalleberg Ingerø is independent of the company's executive personnel, material business contacts and main shareholders.
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