Open assistant ## AI assistant Sign in to chat with this filing The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text. [Sign up](/accounts/register/?next=/filings/aker-biomarine/proxy-solicitation-information-statement/2026/33048423/) [Log in](/accounts/login/?next=/filings/aker-biomarine/proxy-solicitation-information-statement/2026/33048423/) Sending… # [Aker BioMarine](/companies/aker-biomarine/) — Proxy Solicitation & Information Statement 2026 Mar 26, 2026 Original Digital View Digital ### 3527_rns_2026-03-26_b0281a36-a224-434a-98d5-7099c0746799.pdf Proxy Solicitation & Information Statement [Open in viewer](https://cdn.financialreports.eu/financialreports/media/filings/3527/2026/RNS/3527_rns_2026-03-26_b0281a36-a224-434a-98d5-7099c0746799.pdf) Opens in your device viewer AKER BIOMARINE # Proposal from the nomination committee of Aker BioMarine ASA to the annual general meeting to be held on 28 April 2026 The nomination committee of Aker BioMarine ASA (Company) comprises of Svein Oskar Stoknes (chair) and Ingebret G. Hisdal. Charlotte Håkonsen serves as deputy member to the committee. The nomination committee has held nine meetings since the 2025 annual general meeting. The committee has, among other things reviewed the board's performance in 2025 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 28 April 2026, 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. The nomination committee has previously followed the practice of nominating directors for overlapping two-year terms. The committee notes that the Company competes in a rapidly changing marketplace, and that it is important for the nomination committee to retain the flexibility to nominate, and the general assembly the authority to determine, the overall composition of the Board on an annual basis. Consequently, the nomination committee will change its practice and, going forward, will propose that directors be elected for one-year, i.e. until the next annual general meeting. Anne Harris and Kimberly Mathisen have informed the nomination committee that they will step down from the board due to other commitments. The nomination committee would like to express its gratitude for their valuable contributions to the Company over several years. Given the Company's current business operations, organizational structure, and strategic direction, the nomination committee recommends reducing the number of members on the board of directors from five to four. A four-member board is deemed suitable and is anticipated to enhance both flexibility and efficiency in board activities, while maintaining the necessary expertise and capacity for the board to effectively discharge its duties. The terms of office of Ola Snøve, Cilia Holmes Indahl and Frank O. Reite expire in 2026. The nomination committee proposes that Ola Snøve be re-elected as chair of the board and that Cilia Holmes Indahl and Frank O. Reite be re-elected as directors for the period from the annual general meeting in 2026 until the annual general meeting in 2027. In addition, the nomination committee proposes the election of Kathryn M. Baker as a new independent director of the board, for the period from the annual general meeting in 2026 until the annual general meeting in 2027. Kathryn M. Baker has over 30 years of experience in a broad range of industries and roles. She is currently chairperson of Terra Mater Investment Management and is a director of MPC Energy Solutions, Solstad Maritime and InoBat. In addition, Ms. Baker serves on the investment committee of the DFI Norfund. She was previously a member of the Executive Board of the Central Bank of Norway (Norges Bank), the European Advisory Board of the Tuck School of Business and led the Ethics Committee of the Norwegian Private Equity and Venture Capital Association (NVCA), where she was also chairperson. She was a partner at the Norwegian private equity firm Reiten & Co for 15 years. Prior to that she was a management consultant with McKinsey & Co in Oslo and a financial analyst at Morgan Stanley in New York. Ms. Baker holds a bachelor's degree in AKER BIOMARINE ASA | Oksenøyveien 10 | P.O. Box 496 | NO-1327 Lysaker, Norway Tel: +47 24 13 00 00 | Mail: post@akerbiomarine.com --- economics from Wellesley College and an MBA from the Tuck School of Business at Dartmouth College. Ms. Baker is an American and Norwegian citizen. 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. 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: - Ola Snøve (chair) 2026-2027 - Cilia Holmes Indahl (director) 2026-2027 - Frank O. Reite (director) 2026-2027 - Kathryn M. Baker (director) 2026-2027 - Kjell Inge Røkke (deputy director) 2026-2027 A presentation of the current directors of the Board, including information of which directors are considered to be independent, is to be found on page 48 in the annual report for 2025. ## 2. 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 2025 as well as estimated general salary growth in 2026, 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 sub-committees are increased with approximately 4% for the period from the annual general meeting in 2025 to the annual general meeting in 2026. | Position | Proposed fees 2025 - 2026 (NOK) | Fees 2025 - 2024 (NOK) | | --- | --- | --- | | Chair | 720 000 | 692 000 | | Each of the other directors | 370 000 | 356 000 | | Additional fee to the chair of the audit committee | 217 000 | 209 000 | | Additional fee to the other members of the audit committee | 126 000 | 121 000 | | Deputy director | 60 000 per meeting *| 58 000 per meeting* | *Limited upwards to NOK 370 000 for the period AKER BIOMARINE ASA | Oksenøyveien 10 | P.O. Box 496 | NO-1327 Lysaker, Norway Tel: +47 24 13 00 00 | Mail: post@akerbiomarine.com --- # 3. Proposed fees for the nomination committee The fees for the nomination committee are proposed increased with approximately 4% for the period from the annual general meeting in 2025 to the annual general meeting in 2026. | Position | Proposed fees 2025 - 2026 (NOK) | Fees 2024 - 2025 (NOK) | | --- | --- | --- | | Chair of the nomination committee | 59 000 | 57 000 | | Member of the nomination committee | 48 000 | 46 000 | As per normal practise of Aker companies, senior executives do generally not 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 2026 annual general meeting applicable to Svein Oskar Stoknes will be paid to Aker ASA. Fornebu, 26 March 2026 On behalf of the nomination committee of Aker BioMarine ASA Svein Oskar Stoknes Chair of the committee AKER BIOMARINE ASA | Oksenøyveien 10 | P.O. Box 496 | NO-1327 Lysaker, Norway Tel: +47 24 13 00 00 | Mail: post@akerbiomarine.com ### More from Aker BioMarine [Regulatory Filings 2026 May 6](/filings/aker-biomarine/regulatory-filings/2026/41823437/) [Interim / Quarterly Report 2026 Apr 30](/filings/aker-biomarine/interim-quarterly-report/2026/38995032/) [Interim / Quarterly Report 2026 Apr 30](/filings/aker-biomarine/interim-quarterly-report/2026/38995028/) [Declaration of Voting Results & Voting Rights Announcements 2026 Apr 28](/filings/aker-biomarine/declaration-of-voting-results-voting-rights-announcements/2026/37980618/) [AGM Information 2026 Apr 28](/filings/aker-biomarine/agm-information/2026/37980612/) [Report Publication Announcement 2026 Apr 27](/filings/aker-biomarine/report-publication-announcement/2026/37386261/) [Proxy Solicitation & Information Statement 2026 Mar 26](/filings/aker-biomarine/proxy-solicitation-information-statement/2026/33048424/) [Remuneration Information 2026 Mar 26](/filings/aker-biomarine/remuneration-information/2026/33048422/) [Proxy Solicitation & Information Statement 2026 Mar 26](/filings/aker-biomarine/proxy-solicitation-information-statement/2026/33048421/) [AGM Information 2026 Mar 26](/filings/aker-biomarine/agm-information/2026/33048420/) [View all filings →](/companies/aker-biomarine/)