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EGM - Aker Carbon Capture ASA: Notice of Extraordinary General Meeting - Attachment: Aker_Carbon_Capture_ASA_Notice_of_EGM_August_2025_Incl_the_Board_of_Directors_proposed_resolutions_and_proxy_form.pdf

Company: Aker Carbon Capture Date: 2025-07-15 Language: English Register to download
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# **NOTICE OF EXTRAORDINARY GENERAL MEETING IN AKER CARBON CAPTURE ASA**

The board of directors hereby calls for an extraordinary general meeting in Aker Carbon Capture ASA, org. no. 925 355 496 (the "**Company**"), to be held on 5 August 2025 at 12:00 (CEST) as a digital meeting via Lumi at https://dnb.lumiconnect.com/100-067-954-081.

## **IMPORTANT MESSAGE:**

The extraordinary general meeting will be held as a digital meeting only, with no physical attendance for shareholders. To participate in the general meeting, please log in to: [https://dnb.lumiagm.com/](https://protect-eu.mimecast.com/s/OzqJCj2BmujzP1Pf5mtVu?domain=dnb.lumiagm.com/) either on your smartphone, tablet or PC. Enter Meeting ID: 100-067-954-081 and click Join. You must then identify yourself with the reference number and PIN code from VPS for the general meeting that you will find in VPS Investor Services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for nonelectronic actors).

You will have the opportunity to log in one hour before the general meeting starts at 12:00 (CEST). **Shareholders must be logged in before the general meeting starts.**

Shareholders are welcome to contact DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30) or send an e-mail to genf@dnb.no if they need their reference number and PIN code or if they have technical questions.

Shareholders may find an online guide on the Company's website [www.akercarboncaptureasa.com](http://www.akercarboncaptureasa.com/) describing how shareholders can participate in the virtual meeting. Shareholders may choose to vote in advance or by proxy as described in this notice.

The following matters are on the agenda:

- **1. Opening of the extraordinary general meeting by the person appointed by the Board of Directors to open the meeting (no voting)**
- **2. Election of a person to chair the meeting, and a person to co-sign the meeting minutes**

The Board of Directors proposes that the general meeting make the following resolution:

*"Camilla Iversen is elected to chair the meeting. Valborg Lundegaard is elected to co-sign the minutes."*

## **3. Approval of the notice of the meeting and the agenda**

The Board of Directors proposes that the general meeting make the following resolution:

*"The general meeting approves the notice and agenda for the meeting."*

## **4. Liquidation of the Company**

On 9 May 2025, the Company entered into an agreement with Aker regarding the sale of the Company's shares in SLB Capturi AS (held indirectly through Aker Carbon Capture AS). Following the

![](_page_0_Picture_17.jpeg)

completion of the transaction, there is no longer any investing- or operational activity in the Company, nor is it expected that the Company will resume such activity or other activities.

On this basis, the Board of Directors has proposed liquidating the Company. Liquidation is expected to occur during H2 2025. The estimated remaining cash in the Company at liquidation is expected to be distributed as liquidation dividend to the shareholders as part of the proposed liquidation of the Company.

The Board of Directors proposes that the general meeting make the following resolution:

"*The Company shall be liquidated. This resolution shall immediately be filed to the Register for Business Enterprises*."

## **5. Delisting of the Company's shares from Euronext Oslo Børs**

In light of the Company's non-existing operational activity and limited asset base following the recent NOK 1.7 billion dividend distribution as well as the proposed liquidation of the Company, it is the view of the Board of Directors that the Company is no longer suitable for listing on a public trading platform and should be delisted as soon as possible. It is therefore proposed that the Company shall apply for a delisting of its shares from Euronext Oslo Børs and that the Company's Board of Directors is authorized to prepare, finalize and submit the delisting application as and when the board deems it appropriate.

The Board of Directors proposes that the general meeting make the following resolution:

*"The Company shall apply to Oslo Stock Exchange for a delisting of all its shares from Euronext Oslo Børs pursuant to the Oslo Rule Book II section 2.10.2."*

# **\*\*\***

## **The shares of the Company and the right to vote for shares**

The Company's share capital is NOK 12,084,844.36 divided into 604,242,218 shares each having a par value of NOK 0.02. Each share is entitled to one vote at the general meeting. There are no limitations for voting rights set out in the articles of association, however, no voting rights may be exercised for the Company's own shares (treasury shares) or for shares held by the Company's subsidiaries. As per the date hereof, the Company holds no own shares.

Each shareholder has the right to vote for the number of shares owned by the shareholder on 29 July 2025 (the record date). Owners of shares held through a custodian must additionally ensure that the Company is notified separately, see below.

## **The shareholders' rights**

A shareholder cannot demand that new items are added to the agenda when the deadline for such request has expired, cf. section 5-11 second sentence of the Norwegian Public Limited Liability Companies Act. A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the general meeting.

A shareholder has the right to require board members and the general manager to provide necessary information to the extraordinary general meeting that may affect consideration of matters submitted to shareholders for decision. The same applies to information regarding the Company's financial condition including information on other companies in which the Company participates and other matters to be

![](_page_1_Picture_15.jpeg)

addressed at the extraordinary general meeting, unless the information required cannot be disclosed without causing disproportionate harm to the Company.

If additional information is necessary, and an answer cannot be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available to the shareholders at the Company's premises and be sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

## **Participation**

The extraordinary general meeting will be held as a digital meeting via Lumi on [https://dnb.lumiagm.com/.](https://dnb.lumiagm.com/) Click on the link or copy the URL of your browser to attend at the general meeting. Aker Carbon Capture ASA meeting ID will be: 100-067-954-081.

By participating online via Lumi shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in English). No pre-registration is required for shareholders who want to participate, **but shareholders must be logged on before the general meeting starts**. If you are not logged in before the meeting starts, you will be granted access, but without the right to vote. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.

Secure identification of shareholders will be done using the PIN code and reference number listed on the attached form or on the shareholder's account in VPS Investor Services.

More information and guideline regarding digital participation via Lumi is available on [www.akercarboncaptureasa.com.](http://www.akercarboncaptureasa.com/)

## **Shares held in custodian accounts**

According to the Public Limited Liability Companies Act Section 1-8, as well as regulations on intermediaries covered by the Central Securities Act Section 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who are responsible for conveying votes, proxies or participation in the meeting. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act register votes, proxies or registration of participation with the Company no later than 2 working days before the general meeting, i.e. no later than 1 August 2025 at 16:00 (CEST).

## **Proxy with or without voting instructions**

Instead of participating online, shareholders may prior to the extraordinary general meeting vote in advance by proxy. Proxy with or without voting instructions can, if desirable, be given the Chair of the Board of Directors, or the person he appoints. Shareholders who wish to participate at the general meeting by proxy without voting instructions are encouraged to register the proxy through the Company's website [www.akercarboncaptureasa.com](http://www.akercarboncaptureasa.com/) or to send the proxy electronically via "Investortjenester" (VPS Investor services), a service offered by most registrars in Norway, or by completing and returning the enclosed proxy form scanned by email to [genf@dnb.no](mailto:genf@dnb.no), or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Proxy forms should be received no later than 1 August 2025 at 16:00 (CEST).

Proxies with voting instructions to the Chair of the Board of Directors cannot be submitted electronically and must be sent by e-mail to genf@dnb.no or by regular mail to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. For instruction to other proxy holders, submit a proxy without voting instructions and agree directly with the proxy holder how votes should be cast.

![](_page_2_Picture_12.jpeg)

## **Voting by means of electronic communication prior to the general meeting**

Instead of participating online, shareholders may prior to the extraordinary general meeting vote in advance electronically on each agenda item via the Company's website [www.akercarboncaptureasa.com](http://www.akercarboncaptureasa.com/) or via "Investortjenester" (Investor services) (PIN code and reference number from this notice of general meeting is required). The deadline for prior voting is 1 August 2025 at 16:00 (CEST). Up until the deadline, votes already cast may be changed or withdrawn. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.

This notice and the enclosed form for notice of attendance/proxy will also be made available on [www.akercarboncaptureasa.com.](http://www.akercarboncaptureasa.com/) Any shareholder who wants to receive the documents can contact the investor relations department – contact data is available at [www.akercarboncaptureasa.com](http://www.akercarboncaptureasa.com/) > Investors > Scroll down to "IR Contact" > Find email addresses below.

# **Electronic Investor Information and change of address**

Aker Carbon Capture urges shareholders to receive investor messages from the Norwegian Central Securities Depository (Euronext Securities Oslo) electronically, both from an environmental and cost perspective. To receive investor information electronically, including invitations to general meetings and change of address, visit your online bank or [www.investor.vps.no/garm/auth/login.](https://investor.vps.no/garm/auth/login) 

**\*\*\***

The following documents will be available on [www.akercarboncaptureasa.com:](http://www.akercarboncaptureasa.com/) 

- This notice and the enclosed form for proxy
- Guidelines for online participation

**\*\*\***

Date: 15 July 2025

The Board of Directors of Aker Carbon Capture ASA

Enclosure: Proxy form

![](_page_3_Picture_13.jpeg)

**Ref no: PIN - code:** 

# **Notice of Extraordinary General Meeting**

The Extraordinary General Meeting in Aker Carbon Capture ASA will be held on 5 August 2025 at 12:00 (CEST) as a digital meeting only.

The shareholder is registered with the following amount of shares at summons:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ and vote for the number of shares registered in the Company's shareholder register per Record Date 29 July 2025.

**Deadline for registration of advance votes, proxies and instructions: 1 August 2025 at 16:00 (CEST).**

## **Electronic registration**

*Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".* 

**Step 1 –** Register during the enrollment/registration period:

- Either through the company's websit[e www.akercarboncaptureasa.com](http://www.akercarboncaptureasa.com/) using a reference number and PIN code (for those of you who receive the notice by post-service), or
- Log in through VPS Investor services; available at ww[w.investor.vps.no/garm/auth/login](https://investor.vps.no/garm/auth/login) or through own account keeper (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN

You will see your name**, reference number**, **PIN - code** and balance. At the bottom you will find these choices:

**"Enroll" -** There is no need for registration for online participation, but shareholders are encouraged to register if they plan to attend **"Advance vote" -** If you would like to vote in advance of the meeting

**"Delegate Proxy" -** Give proxy to the Chair of the Board of Directors or another person

**"Close" -** Press this if you do not wish to register

**Step 2 –** The general meeting day:

**Online participation:** The Extraordinary General Meeting will be held as a digital meeting only, with no physical attendance for shareholders. Please login through https://dnb.lumiconnect.com/100-067-954-081. You must identify yourself using the **reference number and PIN - code** from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm). On the company's web page www.akercarboncaptureasa.com you will find an online guide describing more in detail how you as a shareholder can participate in the virtual meeting.

If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

![](_page_4_Picture_19.jpeg)

#### **Ref no: PIN-code:**

## **Form for submission by post or e-mail for shareholders who cannot register their elections electronically.**

The signed form can be sent as an attachment in an e-mail\* to [genf@dnb.no](mailto:genf@dnb.no) (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions is that forms must be received no later than **1 August 2025 at 16:00** (**CEST**). If the shareholder is a company, the signature must be in accordance with the company certificate.

#### **\*Will be unsecured unless the sender themselves secure the e-mail.**

#### **\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ shares would like to be represented at the extraordinary general meeting in Aker Carbon Capture ASA as follows (mark off):**

☐ Open proxy to the Chair of the Board of Directors or the person he authorises *(do not mark the items below)*

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

- ☐ Proxy with voting instructions to the Chair of the Board of Directors or the person he authorises *(mark "For", "Against" or "Abstain" on the individual items below)*
- ☐ Advance votes (mark «For», «Against» or «Abstain» on the individual items below)
- ☐ Open proxy to: *(do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)*

Enter the proxy solicitor's name in the block letters

*Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.* 

Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the Board of Directors' recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy determines the voting.

| #  | Agenda for the Extraordinary General Meeting                                                                                  | For | Against | Abstain |
|----|-------------------------------------------------------------------------------------------------------------------------------|-----|---------|---------|
| 1. | Opening of the extraordinary general meeting by the person appointed by the Board of<br>Directors to open meeting (no voting) | -   | -       | -       |
| 2. | Election of a person to chair the meeting, and a person to co-sign the meeting minutes                                        |    |        |        |
| 3. | Approval of the notice of the meeting and the agenda                                                                          |    |        |        |
| 4. | Liquidation of the Company                                                                                                    |    |        |        |
| 5. | Delisting of the Company's shares from Euronext Oslo Børs                                                                     |    |        |        |

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Place Date Shareholder's signature

With regard to rights of attendance and voting, 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 form must be dated and signed.**

![](_page_5_Picture_19.jpeg)