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Aker BioMarine

AGM Information Mar 31, 2025

3527_rns_2025-03-31_bbd12cb7-077d-4ceb-abc7-cef27c986837.pdf

AGM Information

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Proposal from the nomination committee of Aker BioMarine ASA to the annual general meeting to be held on 25 April 2025

The nomination committee of Aker BioMarine ASA is comprised of Svein Oskar Stoknes (chair) and Ingebret G. Hisdal. Charlotte Håkonsen serves as deputy member to the committee.

The nomination committee has held eight meetings since the 2024 annual general meeting. The committee has, among other things reviewed the board's performance in 2024 and the board composition. As a basis for its assessments, the committee has conducted individual meetings with the chair of the board, all other shareholder elected directors of the board, one of the employee elected directors of the board and the CEO. The committee has also received feedback from individual shareholders concerning the composition of the board.

In connection with the annual general meeting of Aker BioMarine ASA to be held on 25 April 2025, the nomination committee submits the following unanimous proposal:

1. Election of directors to the board

The board has five shareholder-elected directors, Ola Snøve (chair), Cilia Holmes Indahl (director), Anne Harris (director), Kimberly Mathisen (director) and Frank O. Reite (director). In addition, Kjell Inge Røkke is deputy director. Attendance at board meetings has been satisfactory from all members. Anne Harris', Kimberly Mathisen's and Kjell Inge Røkke's terms end in 2025. The nomination committee proposes that Anne Harris and Kimberly Mathisen are re-elected as directors, and that Kjell Inge Røkke is re-elected as deputy director, all for a period of two years.

In its deliberations, the nomination committee has emphasized that a well-functioning board should have a composition that covers all relevant fields of competence and experience to discharge its oversight responsibilities in a good manner, and to be well suited to deal with opportunities and challenges facing Aker BioMarine ASA. It is the nomination committee's view that the proposed board composition ensures such qualities. For the same reasons, the nomination committee proposes that the annual general meeting makes a joint vote over the entire proposed board composition.

The proposed board composition is compliant with the requirements for independence as set out in the Norwegian Code of Practice for corporate governance (NUES).

If the general meeting adopts the above proposal, the board of Aker BioMarine ASA will comprise the following shareholder-elected directors:

Board of directors: Election period:

Ola Snøve (chair)
2024-2026

Cilia Holmes Indahl (director)
2024-2026

Anne Harris (director)
2025-2027

Kimberly Mathisen (director)
2025-2027

Frank O. Reite (director)
2024-2026

Kjell Inge Røkke (deputy director)
2025-2027

A presentation of the directors of the board, including information of which directors are considered to be independent, is to be found on page 45 in the annual report for 2024.

2. Election of members to the nomination committee

The nomination committee has two shareholder-elected members, Svein Oskar Stoknes (chair) and Ingebret G. Hisdal. Charlotte Håkonsen serves as deputy member to the committee. Svein O. Stoknes', Ingebret Hisdal's and Charlotte Håkonsen's terms end in 2025. The nomination committee proposes that Svein Oskar

Stoknes and Ingebret G. Hisdal are re-elected as chair and member respectively, and that Charlotte Håkonsen is re-elected as deputy member, all for a period of two years.

3. Proposed fees for the board of directors

The general meeting shall determine the remuneration of the board, the board's sub-committees and the nomination committee based on a proposal from the nomination committee. The remuneration survey carried out by the Norwegian Board Members Institute on board fees for 2024 as well as estimated general salary growth in 2025, has been the basis for the committee's assessments.

The nomination committee proposes that the fees for the board of directors and to members of the subcommittees are increased with approximately 4.5% for the period from the annual general meeting in 2024 to the annual general meeting in 2025.

Position Proposed fees
2024 - 2025 (NOK)
Fees
2023 - 2024 (NOK)
Chair 692 000 662 000
Each of the other directors 356 000 341 000
Additional fee to the chair of the audit committee 209 000 200 000
Additional fee to the other members of the audit
committee
121 000 116 000
Deputy director 58 000 per meeting* 55 500 per meeting*

*Limited upwards to NOK 356 000 for the period

4. Proposed fees for the nomination committee

The fees for the nomination committee are proposed increased with approximately 4.5% for the period from the annual general meeting in 2024 to the annual general meeting in 2025.

Position Proposed fees
2024 - 2025 (NOK)
Fees
2023 - 2024 (NOK)
Chair of the nomination committee 57 000 55 000
Member of the nomination committee 46 000 44 000

As per normal practise of Aker companies, senior executives are not personally permitted to receive directors' fees from other companies within Aker. The fees are in such cases paid directly to the company of which the relevant director is an employee. Consequently, the fee for the period from the previous annual general meeting until the 2025 annual general meeting applicable to Svein Oskar Stoknes will be paid to Aker ASA.

Fornebu, 31 March 2025 On behalf of the nomination committee of Aker BioMarine ASA

Svein Oskar Stoknes Chair of the committee

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