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Zalaris
AGM Information • May 22, 2025
3795_rns_2025-05-22_ce6c47e1-f139-4afe-bc0b-7db3b5a34ff5.pdf
AGM Information
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MINUTES OF ANNUAL GENERAL MEETING
The Annual General Meeting of Zalaris ASA, reg. no. 981 953 134, (the "Company") was held at Zalaris ASA, Hoffsveien 4, 0275 Oslo, Norway on 22 May 2025 at 09:00 hours (CEST).
The Meeting was opened by the Chairman of the Board, Adele Norman Pran, who recorded the attending shareholders. 15,013,960 shares of total 21,732,069 voting shares equal to 69.1% were represented. A summary of shares represented and the votes for each agenda item are attached to these minutes.
The following matters were considered:
- 1. Election of the chairman for the meeting The Annual General Meeting elected Adele Norman Pran to chair the meeting.
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- Approval of the notice of the agenda The Annual General Meeting approved the notice and the agenda.
-
- Election of person to co-sign the minutes
The Annual General Meeting elected Gunnar Manum to co-sign the minutes.
4. Approval of the annual accounts and the directors' report for the financial year 2024, including the Board of Directors' proposal for distribution of dividend
The Annual General Meeting approved the annual accounts and the Board of Directors' report for the financial year 2024 for Zalaris ASA. Based on the approved annual accounts for 2024, the Annual General Meeting approved that a dividend of NOK 0.90 per share is distributed.
5. Approval of auditor's fee for 2024
The Annual General Meeting approved the auditor's remuneration for 2024 in accordance with approved invoices.
6. Determination of remuneration to the members of the Board
The Annual General Meeting approved the remuneration to the board members for the period from the annual general meeting in 2025 to the annual general meeting in 2026 set to NOK 600,000 to the chairman of the board and NOK 300,000 to each of the other board members.
The Annual General Meeting approved the following remunerations for the period from the annual general meeting in 2024 to the annual general meeting in 2025: Audit committee: NOK 80,000 to the leader and NOK 60,000 to the member. Remuneration committee: NOK 40,000 to the leader and NOK 30,000 to the member.
7. Determination of remuneration to the members of the Nomination Committee
The Annual General Meeting approved the following remuneration to members of the Nomination Committee, for the period from the annual general meeting in 2024 to the annual general meeting in 2025: NOK 30,000 to the leader and NOK 25,000 to the member.
8. Election of Board members
In accordance with the Nomination Committee's proposals the Annual General Meeting elected the following Board members :
- Adele Bugge Norman Pran (Chairman)
- Liselotte Hägertz Engstam
- Jan M. Koivurinta
- Kenth Eriksson
- Erik Langaker
All members are elected for the period until the Company's annual general meeting in 2026.
9. Election of Nomination Committee
In accordance with the Nomination Committee's proposals the Annual General Meeting elected the following members of the Nomination Committee:
- Bård Brath Ingerø (leader)
- Sven Thorén
- Nicolay Eger
All members are elected for the period until the Company's annual general meeting in 2026.
10. Consideration of the Board of Director's statement on corporate governance
The chairman of the meeting presented the main issues of the statement of Corporate Governance to the general meeting.
- Advisory vote on Zalaris ASA's remuneration report for senior executives for the financial year 2024
The Annual General Meeting endorsed Zalaris ASA's remuneration report for senior executives for the financial year 2024.
12. Approval of Guidelines on salary and other remuneration to executive personnel
The Annual General Meeting approved the Board of Director's Guidelines and Policy for Remuneration of Senior Executives.
13. Authorisation to the board to increase the share capital for redemption of share incentive programmes for employees
The Annual General Meeting approved the following:
- o Pursuant to Section 10-14 of the Norwegian Public Limited Companies Act, the Board is granted authorisation to increase the Company's share capital with up to NOK 80,000.
- o The authorisation can only be used in connection with the exercise of incentive programmes.
- o The authorisation is valid until the earlier of the annual general meeting in 2026 and 30 June 2026.
14. Authorisation to the Board to purchase the Company's shares
The Annual General Meeting approved the following:
- o Pursuant to Section 9-4 of the Norwegian Public Limited Companies Act, the Board is granted authorisation to acquire shares with a total nominal value up to NOK 221,352. The authority may be used one or several times.
- o The highest amount which can be paid per share is NOK 160 and the lowest is NOK 0.10.
- o The Board is authorised to acquire and sell shares as the Board finds it appropriate. Acquisition can nevertheless not be done by subscription for shares.
- o The authorisation is valid until the earlier of the annual general meeting in 2026 and 30 June 2026.
- o Upon registration with the Norwegian Register of Business Enterprises, the authorisation replaces the authorisations to acquire own shares granted to the Board by the annual general meeting on 19 June 2024."
There were no further matters to be discussed. The annual general meeting was then adjourned.
Oslo, 22 May 2025
This document is signed electronically
Adele Norman Pran Gunnar Manum
Total Represented
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| Today: | 22.05.2025 THE RESERVED IN CONSULTION COLLEGO COLLEGION COLLEGION CONSULTION CONSULTION COLLEGION COLLEGIONAL COLLECTION COLLEGION |
|---|---|
| General meeting date: 22/05/2025 09.00 | |
| ISIN: | NO0010708910 ZALARIS ASA |
Number of persons with voting rights represented/attended : 2
| Number of shares % sc | ||
|---|---|---|
| Total shares | 22,135,279 | |
| - own shares of the company | 403,210 | |
| Total shares with voting rights | 21,732,069 | |
| Represented by advance vote | 12,196,100 | 56.12 % |
| Sum own shares | 12,196,100 56.12 % | |
| Represented by proxy | 22,007 | 0.10 % |
| Represented by voting instruction | 2,795,853 | 12.87 % |
| Sum proxy shares | 2,817,860 12.97 % | |
| Total represented with voting rights | 15,013,960 69.09 % | |
| Total represented by share capital | 15,013,960 67.83 % |
Registrar for the company:
Signature company:
NORDEA BANK ABP, FILIAL NORGE
ZALARIS ASA
Protocol for general meeting ZALARIS ASA
| ISIN: | NO0010708910 ZALARIS ASA |
|---|---|
| General meeting date: 22/05/2025 09.00 | |
| Today: | 22.05.2025 |
| Shares class | For | Against | Poli in | Abstain Poll not registered Represented shares with voting rights |
||
|---|---|---|---|---|---|---|
| Agenda item 1 Election of the chairman for the meeting | ||||||
| Ordinær | 15,013,960 | 0 | 15,013,960 | 0 | 0 | 15,013,960 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 67.83 % | 0.00 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 15,013,960 | 0 | 15,013,960 | 0 | 0 | 15,013,960 |
| Agenda item 2 Approval of the notice and the agenda | ||||||
| Ordinær | 15,013,960 | 0 | 15,013,960 | 0 | 0 | 15,013,960 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 67.83 % | 0.00 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 15,013,960 | 0 | 15,013,960 | 0 | 0 | 15,013,960 |
| Agenda item 3 Election of a person to co-sign the minutes | ||||||
| Ordinær | 15,013,960 | 0 | 15,013,960 | 0 | 0 | 15,013,960 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 67.83 % | 0.00 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 15,013,960 | 0 | 15,013,960 | 0 | 0 | 15,013,960 |
| Agenda item 4 Approval of the annual accounts and the directors report for the financial year 2024, including | ||||||
| the Board of Directors' proposal for distri | ||||||
| Ordinær | 15,013,960 | 0 | 15,013,960 | 0 | 0 | 15,013,960 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 67.83 % | 0.00 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 15,013,960 | 0 | 15,013,960 | 0 | 0 | 15,013,960 |
| Agenda item 5 Approval of auditors fee for 2024 | ||||||
| Ordinær | 15,013,816 | 0 | 15,013,816 | 144 | 0 | 15,013,960 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 67.83 % | 0.00 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 15,013,816 | 0 | 15,013,816 | 144 | 0 | 15,013,960 |
| Agenda item 6 Determination of remuneration to the members of the Board | ||||||
| Ordinær | 15,013,816 | 0 | 15,013,816 | 144 | 0 | 15,013,960 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 67.83 % | 0.00 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 15,013,816 | 0 15,013,816 | 144 | 0 | 15,013,960 | |
| Agenda item 7 Determination of remuneration to the members of the Nomination Committee | ||||||
| Ordinær | 15,013,816 | 0 | 15,013,816 | 144 | 0 | 15,013,960 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 100.00 % | 0.00 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 67.83 % | 0.00 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 15,013,816 | 0 | 15,013,816 | 144 | 0 | 15,013,960 |
| Agenda item 8 Election of Board members in accordance with the proposal by the Nomination Committee | ||||||
| Ordinær | 14,531,645 | 482,315 | 15,013,960 | 0 | 0 | 15,013,960 |
| votes cast in % | 96.79 % | 3.21 % | 0.00 % | |||
| representation of sc in % | 96.79 % | 3.21 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 65.65 % | 2.18 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 14,531,645 | 482,315 | 15,013,960 | 0 | 0 | 15,013,960 |
| Agenda item 9 Election of members to the Nomination Committee in accordance with the proposal by the | ||||||
| Nomination Committee | ||||||
| Ordinær | 15,011,929 | 0 | 15,011,929 | 2,031 | 0 | 15,013,960 |
| votes cast in % | 100.00 % | 0.00 % | 0.00 % | |||
| representation of sc in % | 99.99 % | 0.00 % | 99.99 % | 0.01 % | 0.00 % | |
| total sc in % | 67.82 % | 0.00 % | 67.82 % | 0.01 % | 0.00 % | |
| Total | 15,011,929 | 0 | 15,011,929 | 2,031 | 0 | 15,013,960 |
| Shares class | For | Against | Poll in | Abstain Poll not registered Represented shares with voting rights |
||
|---|---|---|---|---|---|---|
| Agenda item 11 Advisory vote on Zalaris ASAs remuneration report for senior executives for the financial year 2024 |
||||||
| Ordinær | 8,040,129 | 6,973,687 | 15,013,816 | 144 | 0 | 15,013,960 |
| votes cast in % | 53.55 % | 46.45 % | 0.00 % | |||
| representation of sc in % | 53.55 % | 46.45 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 36.32 % | 31.51 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 8,040,129 6,973,687 15,013,816 | 144 | 0 | 15,013,960 | ||
| Agenda item 12 Approval of Guidelines on salary and other remuneration to executive personnel | ||||||
| Ordinær | 7,928,410 | 7,085,406 | 15,013,816 | 144 | 0 | 15,013,960 |
| votes cast in % | 52.81 % | 47.19 % | 0.00 % | |||
| representation of sc in % | 52.81 % | 47.19 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 35.82 % | 32.01 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 7,928,410 7,085,406 15,013,816 | 144 | 0 | 15,013,960 | ||
| Agenda item 13 Authorisation to the board to increase the share capital for redemption of share incentive | ||||||
| programmes for employees | ||||||
| Ordinær | 14,783,586 | 230,374 | 15,013,960 | 0 | 0 | 15,013,960 |
| votes cast in % | 98.47 % | 1.53 % | 0.00 % | |||
| representation of sc in % | 98.47 % | 1.53 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 66.79 % | 1.04 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 14,783,586 | 230,374 15,013,960 | 0 | 0 | 15,013,960 | |
| Agenda item 14 Authorisation to the Board to purchase the Companys shares | ||||||
| Ordinær | 14,790,743 | 223,217 | 15,013,960 | 0 | 0 | 15,013,960 |
| votes cast in % | 98.51 % | 1.49 % | 0.00 % | |||
| representation of sc in % | 98.51 % | 1.49 % | 100.00 % | 0.00 % | 0.00 % | |
| total sc in % | 66.82 % | 1.01 % | 67.83 % | 0.00 % | 0.00 % | |
| Total | 14,790,743 | 223,217 | 15,013,960 | 0 | 0 | 15,013,960 |
Registrar for the company: Signature company: NORDEA BANK ABP, FILIAL NORGE ZALARIS ASA
Share information
| Name Total number of shares Nominal value Share capital Voting rights | |||
|---|---|---|---|
| l Ordinær | 22,135,279 | 0.10 2,213,527.90 Yes | |
| Sum: |
§ 5-17 Generally majority requirement
requires majority of the given votes
§ 5-18 Amendment to resolution
Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting