Borregaard — AGM Information 2017

Mar 30, 2017

BORREGAARD ASA NOTICE OF THE ANNUAL GENERAL MEETING

The annual general meeting of Borregaard ASA will be held at the Felix Conference Centre, Bryggetorget 3, 0250 Oslo, Norway, on Thursday 20 April 2017 at 14:00.

The agenda is as follows:

• 1 Approval of the notice of the meeting, election of a chair and one person to sign the minutes
• 2 Approval of the 2016 financial statement of Borregaard ASA and the Group and the annual report of the board of directors, including the board's proposal of a dividend for 2016 of NOK 1.75 per share and an extraordinary dividend for 2016 of NOK 1.75 per share, except for the shares owned by the Group
• 3 Borregaard's guidelines for remuneration for senior management
• 3 1. Report on the guidelines and the board of directors' statement regarding salaries and other remuneration for senior management
• 3 2. Advisory vote on the board's guidelines for determination of salaries for senior management for the financial year 2017
• 3 3. Approval of the board's guidelines for share-related incentive programmes for the financial year 2017

Please refer to the separate appendix to this notice containing the board's report on salaries and other remuneration for senior management. The appendix is available on the Borregaard website: www.borregaard.com. Please also refer to the Borregaard 2016 Annual Report (pages 64-67): The consolidated financial statement of Borregaard, Note 9.

4 Report on the corporate governance of the company

5 Authorisation for the board to acquire its own shares

At the general meeting of 13 April 2016, the board was authorised to purchase its own shares until the 2017 annual general meeting. The company bought a total of 462,355 of its own shares between 14 April 2016 and 29 March 2017. In the same period, the company sold 277,855 shares in connection with the exercise of options, and 159,315 shares were sold to employees under the employee share scheme. As of 30 March 2017, Borregaard owned 484,065 of its own shares.

The board proposes that this authorisation be renewed.

Shares acquired under the authorisation should be used to implement the employee share scheme, to exercise options or should be amortised. In accordance with the Norwegian Code of Practice for Corporate Governance, the AGM should vote separately for each objective when the board's authorisation covers different objectives. The board therefore proposes that the AGM adopt the following resolutions:

• 1. The board of Borregaard ASA is authorised to acquire its own shares on behalf of the company with a total nominal value of up to NOK 10 000 000, equivalent to 10 percent of current share capital.
• 2. The maximum amount that the board may pay for a share is NOK 250 and the minimum is NOK 1.
• 3. The board of directors may acquire and dispose of its own shares in order to realise the existing incentive schemes for employees (share options granted and employee share programme) and incentive schemes adopted by the AGM in accordance with item 3 3 on the agenda.
• 4. The board may also acquire its own shares for amortisation.
• 5. The acquisition of its own shares may take place as the board deems appropriate, but not by subscription.
• 6. The authorisation is valid until the company's 2018 annual general meeting, but no later than 30 June 2018.

6 The election of chair and members of the board of Borregaard ASA

The nomination committee's recommendations of 14 March 2017 are available at www.borregaard.com.

7 Election of chair and members of the nomination committee

The nomination committee's recommendations of 14 March 2017 are available at www.borregaard.com.

8 Remuneration of board members, observers and deputies

The nomination committee's recommendations of 14 March 2017 are available at www.borregaard.com.

9 Remuneration of members of the nomination committee

The nomination committee's recommendations of 14 March 2017 are available at www.borregaard.com.

10 Approval of auditor's remuneration

The remuneration amounts to NOK 348 000. See Note 5 of the Borregaard ASA financial statement.

* * *

Pursuant to Section 5-12 of the Norwegian Public Limited Liability Companies Act, the annual general meeting shall be opened by the chair of the board or by a person appointed by the board. The board has appointed lawyer Stig Berge to open the meeting, and will propose his election as chair of the meeting.

Shareholders are entitled to attend the AGM, either in person or by a proxy of their choice. Registration must be received by 18 April 2017 at 12:00 at the latest. Registration can take place online on the company's website, www.borregaard.com, or via VPS Investor Services. Registration may also be sent by post to DNB Bank ASA, Securities Service, P O Box 1600 Sentrum, 0021 Oslo, Norway, or by email to genf@dnb.no.

For access to online registration and advance voting via the company's website, the PIN code and reference number on the attached registration and authorisation form must be entered.

Registered shareholders wishing to be represented and vote by proxy at the AGM may submit a proxy form online via VPS Investor Services or by post to DNB Bank ASA, Securities Service. The form must be received by 18 April 2017 at 12:00 at the latest. A shareholder may give the proxy voting instructions. The proxy may also submit the proxy authorisation at the AGM. Credentials for the proxy and the shareholder must be submitted with the authorisation. If the shareholder is a legal person, the certificate of registration must also be presented. The registration and authorisation form is attached to this notice, but may also be found on the company's website, www.borregaard.com.

Shareholders unable to attend the AGM may vote in advance on each item, either via the company's website, www.borregaard.com, or via VPS Investor Services. The deadline for advance voting is 18 April 2017 at 12:00. Advance votes may be altered or recalled until the deadline. If a shareholder attends the AGM in person or by proxy, any advance votes shall be considered recalled.

Borregaard ASA is a public limited company subject to the provisions of the Norwegian Public Limited Liability Companies Act. The company has issued 100 000 000 shares. Each share carries one vote at the AGM, except for shares belonging to the Group.

Shareholders are entitled to vote the number of shares they hold and which are registered with the Norwegian Central Securities Depository (VPS) at the time of the opening of the AGM. If a share acquisition is not registered with the VPS, voting rights may only be exercised if the VPS is notified of the acquisition and it is approved at the AGM. Shareholders may bring advisors and give one advisor the right to speak.

Shares that have been registered in a VPS account belonging to a nominee, cf. Section 4-10 of the Public Limited Liability Companies Act, carry no voting rights for either owner or nominee. If shareholders demonstrate that they have taken the necessary measures to terminate the nominee registration and transfer the shares to an ordinary VPS account in their own name, they will be entitled to vote the shares even if these have not yet been registered in an ordinary VPS account.

The deadline to request for new items to be added to the agenda has passed, cf. the second sentence of Section 5-11 of the Public Limited Liability Companies Act. Shareholders may suggest resolutions for items on the agenda, and may ask board members and the CEO to provide the available information on matters that may affect the approval of the financial statement and the annual report, matters to be decided by the

shareholders, the financial position of the company (including activities in other companies that the company participates in) and other items for consideration by the AGM. This does not apply if the information required by the shareholder cannot be disclosed without causing disproportionate harm to the company, cf. Section 5-15 of the Public Limited Liability Companies Act.

The shares will be traded ex-dividend from 21 April 2017. Assuming that the AGM so decides, the dividend will accrue to shareholders registered in the company's shareholder register in a printed copy of 24 April 2017. If traded shares are subject to an ordinary settlement in the VPS, shares acquired by 20 April 2017 will entitle the holder to the dividend, while shares acquired from 21 April 2017 will not entitle the holder to the dividend. No dividend will be paid on those shares owned by the Group. The expected payment date is 3 May 2017.

The board has decided that documents for consideration at the AGM will not be distributed together with this notice, but made available on the company's website, cf. the second paragraph of Section 7 of the Articles of Association. This includes documents that are to accompany the notice of an annual general meeting, according to the Public Limited Liability Companies Act. Shareholders are entitled to have the documents sent to them free of charge upon application to the company.

The notice of the meeting, relevant documents and information on shareholders' rights are available at www.borregaard.com. Enquiries regarding this notice, the sending of the annual report, the appendix to the notice, etc. may also be directed to Lotte Kvinlaug, Investor Relations, Borregaard ASA, Tel. No. (+47) 69 11 80 00.

Sarpsborg, 30 March 2017

Jan Oksum Chair of the Board

Ref.no.: PIN code:

Notice of the Annual General Meeting

The annual general meeting of Borregaard ASA will be held at the Felix Conference Centre, Bryggetorget 3, 0250 Oslo, Norway on Thursday 20 April 2017 at 14:00 (CET).

If the above shareholder is a company, enter the name of the person who represents the company: __________________________________________________ Name of the person who represents the company

(In the case of proxy authorisation, please use the form below)

Registration and proxy form

I, the undersigned, will attend the annual general meeting on 20.04.2017 and vote for:

the number of my own shares other shares in accordance with the attached authorisation(s) In total, for shares

This registration must be received by DNB Bank ASA by 18.04.2017 at 12:00 at the latest. Registration can take place online on the company's website, www.borregaard.com, or via VPS Investor Services. Alternatively by e-mail: genf@dnb.no or by post: DNB Bank ASA, Securities Service, P O Box 1600 Sentrum, 0021 Oslo, Norway. Advance voting can take place online on the company's website, www.borregaard.com, or via VPS Investor Services. For access to online registration and advance voting via the company's website, the above mentioned PIN code and reference number must be entered.

Place Date Signature of shareholder

(To be signed only if the shareholder will attend. In the case of proxy authorisation, please use the section below.)

Proxy without voting instructions Ref.no.: PIN code:

This proxy form is to be used for a proxy without voting instructions. If you wish to grant a proxy holder voting instructions, please go to page 2.

If you are unable to attend the annual general meeting, this proxy may be used by the proxy holder you are authorising, or you can send the proxy without stating the name of the proxy holder. In that case, the proxy will be considered granted to the chair of the board, or a person authorised by the chair. The proxy form must be received by DNB Bank ASA, Securities Service, by 18.04.2017 at 12:00 at the latest.

The proxy form may be submitted online on the company's website, www.borregaard.com, or via VPS Investor Services. Alternatively by e-mail: genf@dnb.no or by post: DNB Bank ASA, Securities Service, P O Box 1600 Sentrum, 0021 Oslo, Norway.

I, the undersigned: __________________________________

hereby grant (please check):

the chair of the board (or a person authorised by the chair),

__________________________________

(name of proxy holder in capital letters)

authorisation to attend and vote my/our shares at the annual general meeting of Borregaard ASA on 20.04.2017.

Place Date Signature of shareholder (To be signed only in the case of proxy authorisation)

With regard to the right to attend and vote, please see the Norwegian Public Limited Liability Companies Act, especially Chapter 5. Please note in particular that when a proxy is used, written and dated authorisation from the real owner of the shares must be submitted. If the shareholder is a company, the certificate of registration must be attached to the proxy authorisation.

Proxy with voting instructions Ref.no.: PIN code:

This proxy form is to be used for a proxy with voting instructions. If you cannot attend the annual general meeting yourself, you can use this proxy form to grant voting instructions to a proxy holder. You can grant a proxy with voting instructions to the proxy holder you are authorising, or you can send the proxy without stating the name of the proxy holder. In that case, the proxy will be considered granted to the chair of the board, or a person authorised by the chair. The proxy form must be dated and signed.

The proxy form must be received by DNB Bank ASA, Securities Service, by 18.04.2017 at 12:00 at the latest. By e-mail: genf@dnb.no (scanned form) or by post: DNB Bank ASA, Securities Service, P O Box 1600 Sentrum, 0021 Oslo, Norway.

I, the undersigned: __________________________________ hereby grant (please check):

the chair of the board (or a person authorised by the chair),

__________________________________

(name of proxy holder in capital letters)

authorisation to attend and vote my/our shares at the annual general meeting of Borregaard ASA on 20.04.2017.

Voting will take place in accordance with the instructions below. If the section below is not checked, this will be regarded as an instruction to vote "for" the proposal in the notice. If a proposal is submitted in addition to, or as a substitute for, the proposal in the notice, the proxy holder determines the voting. In that case, the proxy holder must present a reasonable justification. This also applies if there is any doubt about how to understand the instructions. If such an interpretation is not possible, the proxy holder may abstain from voting.

Agenda of the 2017 Annual General Meeting		For	Against	Abstain
1.	Approval of the notice of the meeting, election of a chair and one person to sign the minutes			
2.	Approval of the 2016 financial statement of Borregaard ASA and the Group and the annual report of the board of directors, including the Board's proposal of a dividend for 2016 of NOK 1.75 per share and an extraordinary dividend for 2016 of NOK 1.75 per share, except for the shares owned by the Group			
3.	Borregaard's guidelines for remuneration of senior management
3.1	Report on the guidelines and the board of directors' statement regarding salaries and other remuneration for senior management (no vote)
3.2	Advisory vote on the board's guidelines for determination of salaries for senior management for the financial year 2017			
3.3	Approval of the board's guidelines for share-related incentive programmes for the financial year 2017			
5.	Proposal for authorisation for the board to purchase and sell its own shares until the 2018 annual general meeting, but no later than 30 June 2018,
5.1	in order to fulfil existing employee incentive schemes, and incentive schemes adopted by the general meeting under agenda item 3.3			
5.2	in order to acquire shares for amortisation			
6.	Election of all members of the board of Borregaard ASA or (voting for individuals)			
6.1	Jan A. Oksum (re-elected)			
6.2	Terje Andersen (re-elected)			
6.3	Kristine Ryssdal (re-elected)			
6.4	Jon Erik Reinhardsen (re-elected)			
6.5	Martha Kold Bakkevig (new)			
6b.	Election of the chair of the board of Borregaard ASA – Jan A. Oksum (re-elected)			
7.	Election of all members of the nomination committee of Borregaard ASA or (voting for individuals)			
7.1	Mimi K. Berdal (re-elected)			
7.2	Erik Must (re-elected)			
7.3	Rune Selmar (re-elected)			
7.4	Ola Wessel-Aas (new)			
7b.	Election of the chair of the nomination committee of Borregaard ASA – Mimi K. Berdal (new chair)			
8.	Approval of remuneration for board members, observers and deputies			
9.	Approval of remuneration for members of the nomination committee			
10.	Approval of auditor's remuneration			

Place Date Signature of shareholder

(To be signed only in the case of proxy authorisation)

With regard to the right to attend and vote, please see the Norwegian Public Limited Liability Companies Act, especially Chapter 5. NB! If the shareholder is a company, the certificate of registration must be attached to the proxy authorisation.