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Arendals Fossekompani — Proxy Solicitation & Information Statement 2026
Apr 20, 2026
3539_rns_2026-04-20_ba1bfe50-7e33-4c36-a355-790fbe3d1b8d.pdf
Proxy Solicitation & Information Statement
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AFK ARENDALS FOSSEKOMPANI


To the shareholders of Arendals Fossekompani ASA
Notice of Annual General Meeting
The Annual General Meeting will be held on Tuesday 12 May 2026 at 17:30 (CEST)
arendalsfossekompani.no
A ARENDALS FOSSEKOMPANI Notice of Annual General Meeting Page 2
The General Meeting will be held as a digital meeting (see additional information on page 6), and it will accordingly not be possible to attend the General Meeting in person.
Link for participation: dnb.lumiconnect.com/100-279-219-004 Meeting-ID: 100-279-219-004
Guide for online participation is available on the Company's website, https://arendalsfossekompani.no/en/investor-relations. Proxy form is included with the notice.
ARENDALS FOSSEKOMPANI Notice of Annual General Meeting Page 3
The following will be considered by the Annual General Meeting
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The General Meeting is opened according to the Articles of Association by the Chair of the Board, Trond Westlie, who will chair the meeting until a chair of the meeting has been elected, including compiling a list of attending shareholders.
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Election of a person to chair the meeting and appointment of two persons to co-sign the minutes.
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Approval of the notice and the agenda.
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Adoption of the parent company and the consolidated annual accounts and annual report 2025, as well as consideration of the Board of Directors' statement on corporate governance.
The annual report for 2025, including the annual accounts for 2025 for the company and the group, the Board of Directors' report and the auditor statement is available at the Company's website. The statement on corporate governance is also included in the annual report.
The Board of Directors adopted a new dividend policy in 2024, defined in the Board of Directors' statement on corporate governance, which includes a goal of annual distributions of dividends. The annual distribution of dividend under the new policy entered into effect from the financial year 2025, with the first distribution to occur in 2026. The board of directors has proposed a dividend of NOK 3 per share.
- Report on salaries and other remuneration to the management and accompanying report from the auditor.
Pursuant to section 6-16 b of the Public Limited Liability Companies Act, an advisory vote shall be held regarding the Board of Directors' report on salaries and other remuneration to the management. The report is available on the Company's website.
- Determination of the auditor's fee.
The Company's auditor has calculated a fee of NOK 1,300,000 (excl. VAT) for statutory audit as well as a fee of NOK 2,600,000 (excl. VAT) for attestation of the Company's sustainability reporting, cf. section 7-6(1) of the Public Limited Liability Companies Act for the financial year 2025.
ARENDALS FOSSEKOMPANI Notice of Annual General Meeting Page 4
- Determination of remuneration to the members of the Board of Directors valid as of 12 May 2026.
The Nomination Committee proposes that the remuneration to the Chair of the Board is increased from NOK 935,000 to NOK 970,000 per year, and that the remuneration to the other members is increased from NOK 415,000 to NOK 430,000 per year.
- Determination of remuneration to the members of the Board of Directors' subcommittees valid as of 12 May 2026.
The Nomination Committee proposes that the remuneration to the head of the Audit Committee is increased from NOK 110,000 to NOK 114,000 per year, and that the remuneration to the other members is increased from NOK 82,000 to NOK 85,000 per year.
The Nomination Committee proposes that the remuneration to the head of the Remuneration Committee is increased from NOK 83,000 to NOK 86,000 per year, and that the remuneration to the other members is increased from NOK 41,500 to NOK 43,000 per year.
- Determination of remuneration to the members of the Nomination Committee valid as of 12 May 2026.
The Nomination Committee proposes that the remuneration to the head of the Nomination Committee remains unchanged at NOK 35,000 per year, and that the remuneration to the other members is unchanged at NOK 24,000 per year.
- Authorisation to acquire own shares.
The Board of Directors proposes that the Board of Directors be granted authorisation to acquire up to approximately 7.93% of the Company's own shares with a total nominal value of NOK 17,769,000. The reason for the authorisation is to give the Board of Directors flexibility to utilise the mechanisms the Public Limited Liability Companies Act allows for in situations where the acquisition of shares is considered beneficial to the Company and the Company's shareholders, including for use in share purchase programmes for Company board members and employees.
Based on the above, the Board of Directors proposes that the General Meeting adopts the following resolution:
(i) According to sections 9-4 and 9-5 of the Public Limited Liability Companies Act, the Board of Directors is authorised to acquire own shares on behalf of the Company with a total nominal value of NOK 17,769,000, which corresponds to approximately 7.93% of the Company's current share capital. The authorisation includes acquisition of own shares both for ownership and as collateral.
(ii) The minimum and maximum amounts that may be paid per share shall be NOK 10 and NOK 2,000, respectively.
ARENDALS FOSSEKOMPANI Notice of Annual General Meeting Page 5
(iii) Acquisition and disposal of own shares may take place as deemed appropriate by the Board of Directors within the framework of this authorisation.
(iv) The authorisation shall be valid until the next Annual General Meeting of the Company, but no longer than until 30 June 2027. The authorisation replaces the previous authorisation to acquire own shares adopted by the Company's Annual General Meeting in 2025.
- Election of members to the Board of Directors.
The Nomination Committee proposes the following composition of the Board of Directors to the General Meeting:
All current members of the Board of Directors are proposed re-elected. The members are elected for an election period of one year.
The recommendation of the Nomination Committee is available at the Company's website.
- Election of members to the Nomination Committee.
The Nomination Committee proposes the following regarding election of members to the Nomination Committee:
All current members of the Nomination Committee are proposed re-elected.
The recommendation of the Nomination Committee is available at the Company's website.
ARENDALS FOSSEKOMPANI
Notice of Annual General Meeting
The General Meeting will be held as a digital meeting via Lumi AGM. See the guide for additional information about digital participation and voting, which is available at the Company's website.
Pursuant to section 5-2 (1) of the Public Limited Liability Companies Act, only shareholders in the Company as of 5 May 2026 (the record date) are entitled to participate and vote at the General Meeting.
The General Meeting will be held as a digital meeting via Lumi AGM on dnb.lumiconnect.com/100-279-219-004. Click on the link or copy the URL to your browser to attend the General Meeting. No pre-registration is required for shareholders who want to participate. The General Meeting is open for login one hour before start-up. Shareholders who have not logged in before the General Meeting starts, will be allowed to join the General Meeting but without the right to vote.
In accordance with section 1-8 of the 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 proxies and/or notice of participation at the General Meeting within the registration deadline on 8 May 2026 to the Company. Custodians and owners of nominee held shares should note that registration of votes (e-votes) through the system for communication between the Company and custodians are considered a proxy with voting instructions to the Chairman of the Board in accordance with the terms set out in the proxy form included with the notice. 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, DNB Bank ASA, per e-mail [email protected] to receive required log-in details to the General Meeting.
The Public Limited Liability Companies Act and the Company's Articles of Association provide that documents which are to be considered at the General Meeting, including documents which by law must be attached to the notice of the General Meeting, may be made available on the Company's website instead of being sent out together with the notice. The Board of Directors has decided to implement this. The object is to achieve environmental and cost gains. The individual shareholder is nevertheless entitled to have the documents sent to him free of charge by contacting the Company.
Shareholders who are not able to participate in the General Meeting are encouraged to vote by use of proxy. Shareholders who wish to vote by way of proxy are requested to do this by sending the proxy form to DNB no later than 8 May 2026. Please see more information in the proxy form that are included with the notice. It will be possible to ask questions to the Company's Board of Directors and management in advance of the General Meeting via [email protected].
Shareholders may prior to the General Meeting cast a vote electronically on each agenda item via the Company's website https://arendalsfossekompani.no/en/investor-relations (Pin code and reference number from this notice of General Meeting is required for those of you who receive the notice by post-service) or electronically via VPS Investor Services https://investor.vps.no/garm/auth/login. The deadline for prior voting is 8 May 2026. Up until the deadline, votes already cast may be changed or withdrawn. Votes cast prior to the General Meeting will be considered as casted votes even if the shareholder attends the General Meeting. If the participating shareholder wishes to change votes cast prior to the meeting, this has to be notified before the General Meeting is opened.
ARENDALS FOSSEKOMPANI Notice of Annual General Meeting Page 7
The notice and the annual report with notes, the auditor's report, as well as other documents concerning the General Meeting, are available at https://arendalsfossekompani.no/en/investor-relations under the menu option: Investor-relations/reports-and-presentations.
A shareholder is entitled to have matters considered by the General Meeting. The question must be notified in writing to the Board of Directors within seven days before the deadline for the notice of the General Meeting, together with a proposal for a resolution or a justification for why the matter is added to the agenda. Shareholders also have the right to speak at the General Meeting, to request information from the members of the Board of Directors and the Chief Executive Officer about such matters described in section 5-15 of the Public Limited Liability Companies Act, and the right to present alternatives to the Board of Directors' proposals in respect of matters on the agenda at the General Meeting.
The Company has issued 55,995,250 shares, of which the Company itself owns 1,012,787 as of the date hereof. At the General Meeting, each share has one vote. A shareholder is entitled to meet by proxy, who shall present a written and dated proxy form. No shareholder may personally or by proxy vote for more than a quarter of the total number of shares.
Froland, 20 April 2026

Trond Westlie Chair of the Board
ARENDALS FOSSEKOMPANI Notice of Annual General Meeting Page 8
Guide for online participation
Annual General Meeting in Arendals
Fossekompani ASA 12 May 2026
Arendals Fossekompani ASA will hold annual general meeting on 12 May 2026 at 17:30 (CEST) as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet.
We would also like to point out that shareholders have the opportunity to pre-vote or grant a proxy before the meeting. See the notice for further details on how to register this. If you pre-vote or grant a proxy, you can still log in to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the matters.
No registration is required for shareholders who wish to participate online, but shareholders must be logged in before the general meeting starts. If you log in after the general meeting has started, you will be given access to follow, but without the right to vote.
Access the online General Meeting
Go to the following website: https://dnb.lumiagm.com either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
Enter Meeting-ID 100-279-219-004 and click Join Meeting.
Alternatively put direct link in your browser https://dnb.lumiconnect.com/100-279-219-004
As the company has decided to allow for guest log ins you will be prompted to decide between

EN
ARENDALS FOSSEKOMPANI Notice of Annual General Meeting Page 9
If you choose Guests, you will be asked to state your name and e-mail. You will not have the right to vote or speak in the meeting.
If you are a shareholder, choose Shareholder Ref.nr & PIN. You must then identify yourself with:
a) Ref. number from VPS for the general meeting b) PIN code from VPS for general meeting
Once you are logged in you will be able to see your name, the number of votes you have, and you can choose the system language Norwegian or English.
Please note that you must have internet access during the entire meeting.
How to find your reference number and PIN code
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://investor.vps.no/garm/auth/login or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).
Shareholder who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Carnegie Issuer Services on phone + 47 23 26 80 20 (between 08:00-15:00)
Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their Custodian. Please contact your Custodian for further information.
ARENDALS FOSSEKOMPANI Notice of Annual General Meeting Page 10
Voting
VOTING
Matters to be voted on will be pushed to your screen when voting is due. If necessary, click on the VOTING option when available. Normally, all matters will be available for voting at the start of the meeting, and you can vote as quickly as you wish on all matters.
To vote, select FOR, AGAINST or ABSTAIN, and you will see a confirmation text with your choice.
You may also be given an option where you can vote collectively on all matters. If you use this option, you can still override the voting direction on individual matters if desired.
You can change or cancel your votes as many times as you like, until the meeting chair closes the voting on the individual matters. Your last choice will be valid.
NB: Logged-in shareholders who have pre-voted or given a proxy will not have voting available.
Questions / Comments to the General Meeting
MESSAGING
Written questions or comments on the items on the agenda can be submitted by shareholders throughout the general meeting.
To view published questions from other shareholders, or if you yourself wish to ask questions or comment on any of the items on the agenda, select MESSAGES
All shareholders who submit questions or comments will be identified to other shareholders by name, but not by shareholding.
Questions submitted online will be moderated before they are published and will be sent to the meeting chair. Submitted questions will therefore not necessarily appear immediately. If you have technical questions or similar, you will be able to get a direct answer from the moderator that only you will see.
ARENDALS FOSSEKOMPANI Notice of Annual General Meeting Page 11
"Firma-/Etternavn, Fornavn " "c/o" "Adresse1" "Adresse2" "Postnummer, Poststed" "Land"
Ref no: "Refnr" PIN - code: "Pin"
Notice of Annual General Meeting Annual General Meeting in Arendals Fossekompani ASA will be held on Tuesday 12 May 2026 at 17:30 (CEST) as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: "Beholdning" and vote for the number of shares registered in Euronext per Record date 5 May 2026.
The deadline for electronic registration of enrollment, advance votes, proxy of and instructions is 8 May 2026 at 16:00 (CEST).
Electronic registration
Alternatively, use the "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
Step 1 – Register during the enrollment and registration period:
- Either through the company's website https://arendalsfossekompani.no/en/investor-relations 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 https://investor.vps.no/garm/auth/login or through own account manager (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 Advance Vote Delegate proxy Close
"Enroll" - There is no need for registration for online participation "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 make any registration.
ARENDALS FOSSEKOMPANI Notice of Annual General Meeting Page 12
Step 2 – The general meeting day:
Online participation: Please login through: dnb.lumiconnect.com/100-279-219-004
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 Carnegie Issuer Services by phone +47 23 26 80 20 (08:00–15:00).
If you log in after the meeting has started, you will be granted access, but without the right to vote.
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 [email protected] (scan this form) or by post service to DNB Bank Carnegie Issuer Services, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 8 May 2026 at 16:00. If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secure the e-mail.
"Firma-/Etternavn, Fornavn" shares would like to be represented at the general meeting in Arendals Fossekompani ASA as follows (mark off):
☐ Proxy to the Chair of the Board of directors or the person he or she authorizes (mark “For”, “Against” or “Abstain” on the individual items below if you want the Proxy to be with instructions) ☐ Advance votes (mark «For», «Against» or «Abstain» on the individual items below) ☐ Open proxy to the following person (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)
(enter the proxy solicitors name in the block letters)
Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00 – 15:00) for login details.
Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.
ARENDALS FOSSEKOMPANI
Notice of Annual General Meeting
Page 13
Agenda for the Annual General Meeting 12 May 2026
| For | Against | Abstain |
|---|---|---|
| 1. Opening of the General Meeting by the Chair of the Board and registration of attending shareholders | No voting | |
| 2. Election of a person to chair the meeting and appointment of two persons to co-sign the minutes. | ☐ | ☐ |
| 3. Approval of the notice and the agenda. | ☐ | ☐ |
| 4. Adoption of the parent company and the consolidated annual accounts and annual report for 2025, including consideration of the Board of Directors' statement on corporate governance. | ☐ | ☐ |
| 5. Report on salaries and other remuneration to the management and accompanying auditor's report (advisory vote). | ☐ | ☐ |
| 6. Determination of the auditor's fee | ☐ | ☐ |
| 7. Determination of remuneration to the members of the Board of Directors, valid as of 12 May 2026. | ☐ | ☐ |
| 8. Determination of remuneration to the members of the Board of Directors' subcommittees, valid as of 12 May 2026. | ☐ | ☐ |
| 9. Determination of remuneration to the members of the Nomination Committee, valid as of 12 May 2026. | ☐ | ☐ |
| 10. Authorisation to acquire own shares. | ☐ | ☐ |
| 11. Election of members to the Board of Directors. | ||
| • Trond Westlie | ☐ | ☐ |
| • Morten Bergesen | ☐ | ☐ |
| • Didrik Vigsnæs | ☐ | ☐ |
| • Stine Brenna | ☐ | ☐ |
| • Anne Grethe Dalane | ☐ | ☐ |
| • Lise Lindbäck | ☐ | ☐ |
| • Arild Nysæther | ☐ | ☐ |
| 12. Election of members to the Nomination Committee. | ||
| • Morten Bergesen (Chair) | ☐ | ☐ |
| • Trine Must | ☐ | ☐ |
| • Simen Flaaten | ☐ | ☐ |
The form must be dated and signed.
Place
Date
Shareholder's signature
AFK ARENDALS FOSSEKOMPANI
VISITING ADDRESS Langbryggen 9, 4841 Arendal
POSTAL ADDRESS Box 280, 4803 Arendal
+47 37 23 44 00 [email protected] arendalsfossekompani.no
© Arendals Fossekompani ASA. All Rights Reserved.