Borregaard

AGM Information • Mar 28, 2023

BORREGAARD ASA

NOTICE OF THE

ANNUAL GENERAL MEETING

Borregaard ASA will hold its Annual General Mee�ng on Tuesday 18 April 2023 at 1 p.m. as a digital mee�ng. Login and registra�on will open at 12 p.m.

The Board of Directors has decided that the Annual General Meeting will be held as a digital meeting. No physical meeting will take place. Shareholders are invited to participate in the meeting, vote and ask questions (in writing and orally) using smartphones, tablets, computers or similar electronic devices. For further information about digital participation, Borregaard asks that you refer to the information included with the notice and also published on the company's website www.borregaard.com.

The following maters are up for discussion:

• 1 Approval of the no�ce of mee�ng, elec�on of a Chair for the mee�ng and elec�on of one person to sign the minutes
• 2 Approval of the 2022 financial statements of Borregaard ASA, the consolidated annual report and the Board of Directors' annual report, including the Board of Directors' proposal of an ordinary dividend for 2022 of NOK 3.25 per share, with the excep�on of the shares held by the Group.

3 Report on pay and other remunera�on to senior management

In a separate appendix to the no�ce, the Board of Directors has presented its report on the use of the guidelines for determining pay and other remunera�on to senior management for the year 2022. The appendix is available on Borregaard's website: www.borregaard.com.

4 Guidelines for determining pay and other remunera�on to senior management

In a separate appendix to the no�ce, the Board of Directors has proposed new guidelines for determining pay and other remunera�on to senior management. The appendix is available on Borregaard's website: www.borregaard.com.

5 Corporate governance report

The report is contained in the annual report published on www.borregaard.com

6 Authorisa�on to acquire own shares

The Annual General Mee�ng in 2022 authorised the Board of Directors to acquire its own shares. The authorisa�on remains valid un�l the Annual General Mee�ng in 2023. From 8 April 2022 to 23 March 2023, Borregaard acquired a total of 630,295 of its own shares and sold 611,280. The transac�ons took place partly in connec�on with the employee share programme and partly through the redemp�on of op�ons.

The Board of Directors proposes that the authorisa�on be renewed.

Shares acquired by the company shall either be used to fulfil incen�ve schemes for employees or be amor�sed. According to the Norwegian Code of Practice for Corporate Governance, the Annual General Mee�ng should vote separately for each objec�ve when the Board's authorisa�on is intended to cover

mul�ple objec�ves. The Board therefore proposes that the Annual General Mee�ng adopt the following resolu�ons:

• 1. The Annual General Meeting authorises the Board of Borregaard ASA to acquire own shares on behalf of the company up to a total nominal value of NOK 10,000,000, equivalent to 10 per cent of share capital.
• 2. The maximum amount that the Board may pay for a share is NOK 400 and the minimum is NOK 1.
• 3. The Board of Directors may acquire and dispose of own shares in order to fulfil existing incentive schemes for employees (allocated options and the employee share scheme) and incentive schemes adopted by the Annual General Meeting in accordance with item 4 on the agenda.
• 4. The Board may also acquire 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 shall remain in force until the company's Annual General Meeting in 2024, but no later than 30 June 2024.

7 Elec�on of members to and Chair of the Board of Directors of Borregaard ASA

The Nomina�on Commitee's recommenda�on of 1 March 2023 is available at www.borregaard.com.

8 Elec�on of members to and Chair of the Nomina�on Commit ee

The Nomina�on Commitee's recommenda�on of 1 March 2023 is available at www.borregaard.com.

9 Remunera�on of members of the Board of Directors, observers and deputy members

The Nomina�on Commitee's recommenda�on of 1 March 2023 is available at www.borregaard.com.

10 Remunera�on of members of the Nomina�on Commit ee

The Nomina�on Commitee's recommenda�on of 1 March 2023 is available at www.borregaard.com.

11 Approval of the auditor's fee

The amount is NOK 622,000, please see Note 5 to the Financial Statements for Borregaard ASA.

* * *

Pursuant to Sec�on 5-12 of the Norwegian Public Limited Liability Companies Act, the Annual General Mee�ng shall be opened either by the Chair of the Board of Directors or a person appointed by the Board of Directors. The Board of Directors has appointed atorney-at-law Andreas Jarbø to open the mee�ng and will propose that he be elected the Chair of the mee�ng.

Shareholders are en�tled to par�cipate in the Annual General Mee�ng, either personally or by a proxy of their choice. The Board of Directors has decided that no special registra�on is required for the digital mee�ng. Registra�on occurs upon login. The PIN code and reference number provided in the atached registra�on and proxy authorisa�on form must be provided when logging in. Shareholders or proxies must be logged in before the Chair of the mee�ng can record their atendance.

Shareholders wishing to par�cipate and vote by proxy may submit the proxy authorisa�on form electronically via VPS Investortjenester or via ordinary post to DNB Bank ASA, Verdipapirservice. The form must be received no later than 17 April 2023 at 4 p.m. Shareholders may authorise proxies with vo�ng instruc�ons. The registra�on and proxy authorisa�on form has been included with the no�ce but can also be found at the

company's website, www.borregaard.com. The proxy must contact DNB Bank Verdipapirservice by telephone on +47 23 26 80 20 between 8 a.m. and 3.30 p.m. CEST for login details.

Shareholders that are unable to atend the Annual General Mee�ng may vote in advance electronically on each mater either via the company's website, www.borregaard.com, or via VPS Investortjenester. The deadline for submi�ng advance votes is 17 April 2023 at 4 p.m. Advance votes that have been submited may be changed or withdrawn up un�l the expira�on of the deadline.

Borregaard ASA is a public limited liability company subject to the provisions of the Norwegian Public Limited Liability Companies Act. The company has issued 100,000,000 shares. Each share en�tles the holder to one vote at the Annual General Mee�ng, with the excep�on of shares belonging to the Group. As of 23 March 2023, the Group owned a total of 245,480 of its own shares.

Shareholders are en�tled to vote for the number of shares held and which are registered with the Norwegian Central Securi�es Depository (VPS) at the �me of the opening of the Annual General Mee�ng.

Shares that have been registered in a VPS account belonging to a nominee, cf. Sec�on 4-10 of the Norwegian Public Limited Liability Companies Act, carry no vo�ng rights for either owner or nominee. In such cases the shareholder must transfer the shares to an account in their own name in order to atend the mee�ng and vote the shares.

The deadline for reques�ng the addi�on of new items to the agenda has passed, cf. the second sentence of Sec�on 5-11 of the Norwegian Public Limited Liability Companies Act. Shareholders may suggest resolu�ons for items on the agenda, and may ask Board members and the CEO to provide the necessary informa�on on maters that may affect the assessment of whether the financial statements and the annual report shall be approved, maters to be decided by the shareholders, the financial posi�on of the company (including ac�vi�es in other companies that the company par�cipates in) and other items for considera�on by the Annual General Mee�ng. This does not apply if the informa�on required by the shareholder cannot be disclosed without causing dispropor�onate harm to the company, cf. Sec�on 5-15 of the Norwegian Public Limited Liability Companies Act.

Shares are traded exclusive of dividends from and including 19 April 2023. Subject to the Annual General Mee�ng's decision on dividends, these will fall to the shareholders registered in the company's register of shareholders as available on 20 April 2023. If the transferred shares are subject to ordinary setlement in VPS, shares that have been acquired up to and including 18 April 2023 will en�tle the shareholder to dividends, while shares acquired from and including 19 April 2023 will not en�tle the shareholder to dividends. Dividends will not be paid out on the shares owned by the Group. The an�cipated payment date is 27 April 2023.

The Board of Directors has decided that documents that will be discussed at the Annual General Mee�ng will not be issued together with this no�ce, but will be available on the company's website, www.borregaard.com. This also applies to documents that must be included with the no�ce of the Annual General Mee�ng pursuant to the Norwegian Public Limited Liability Companies Act. Upon request to the company, shareholders can receive a copy of the documents at no cost.

The no�ce, case documents and informa�on about shareholders' rights are available at www.borregaard.com. Any ques�ons concerning the no�ce and copies of annual reports and other documents can be directed to Borregaard ASA's Investor Contact c/o Lote Kvinlaug, telephone +47 922 86 909.

Sarpsborg, 28 March 2023

Helge Aasen Chair of the Board

Ref no: PIN-code:

Notice of Annual General Meeting

The Annual General Meeting in Borregaard ASA will be held on 18.04.2023, at 1 pm (13:00 CEST) as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: ______________ and vote for the number of shares registered in Euronext per Record date 17.04.2023.

The deadline for electronic registration of advance votes, proxy of and instructions is 17.04.2023 at 4 pm (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 website https://www.borregaard.com/investors/ 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 athttps://www.euronextvps.no/ 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:

"Close" - Press this if you do not wish to register	"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	"Enroll" – There is no need for registration for online participation, enrollment is not mandatory

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiagm.com/196027595. You must identify yourself using the reference number and PIN - code from VPS which you can find in investor services or sent by post on this form (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). If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

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 (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 must be received no later than 17.04.2023 at 4 pm (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 himself secure the e-mail.

____________________________________________ shares would like to be represented at the Annual General Meeting in Borregaard ASA as follows (mark off):

• ☐ Open proxy for the Chair of the Board of Directors (or the person he or she authorizes) (do not mark the items below)
• ☐ Proxy of attorney with instructions 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)
• ☐ Open proxy to (do not mark the 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 am – 3:30 pm) for login details for online participation.

☐ Advance votes («For», «Against» or «Abstain» on the individual items below)

Voting must 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.

Agenda for the Annual General Meeting 2023			Against	Abstention
1.	Approval of the notice of meeting, election of a Chair for the meeting and election of one person to sign the minutes			
2. share, with the exception of the shares held by the Group	Approval of the 2022 financial statements of Borregaard ASA, the consolidated annual report and the Board of Directors' annual report, including the Board of Directors' proposal of an ordinary dividend for 2022 of NOK 3.25 per			
3. Report on pay and other remuneration to senior management				
4. Guidelines for determining pay and other remuneration to senior management				
6. but no later than 30 June 2024,	Proposal for authorisation for the Board to purchase and sell its own shares until the 2024 Annual General Meeting,
	6.1 in order to fulfil existing employee incentive schemes (allocated options and the employee share scheme) and incentive schemes adopted by the Annual General Meeting in accordance with item 4 on the agenda			
6.2 in order to acquire own shares for amortisation				
7. Election of members to and Chair of the Board of Directors of Borregaard ASA
7.1 Helge Aasen (re-elected)				
7.2 Terje Andersen (re-elected)				
7.3 Tove Andersen (re-elected)				
7.4 Margrethe Hauge (re-elected)				
7.5 John Arne Ulvan (re-elected)				
7b. Election of Chair of the Board of Borregaard ASA – Helge Aasen (re-elected)				
8.	Election of members to and Chair of the Nomination Committee of Borregaard ASA
8.1 Mimi K. Berdal (re-elected)				
8.2 Erik Must (re-elected)				
8.3 Rune Selmar (re-elected)				
8.4 Atle Hauge (re-elected)				
	8b. Election of Chair of the Nomination Committee of Borregaard ASA – Mimi K. Berdal (re-elected)			
9.	Approval of remuneration of members of the Board of Directors, observers and deputy members			
10. Approval of remuneration of members of the Nomination Committee				
11. Approval of the auditor's fee				

The form must be dated and signed

GUIDE FOR ONLINE PARTICIPATION BORREGAARD ASA 18 APRIL 2023

Borregaard ASA will hold the Annual General Mee�ng on 18 April 2023 at 1 pm (13:00 CEST) as a digital mee�ng, where you get the opportunity to par�cipate online with your PC, phone or tablet. Below is a descrip�on of how to par�cipate online.

We also point out that you also can vote in advance or give a proxy before the mee�ng. See the no�ce for further details on advance vo�ng and how to authorize a proxy. If you vote in advance or give a proxy, you can s�ll log on to the Annual General Mee�ng to follow and ask ques�ons, but you will not have the opportunity to vote on the items.

By par�cipa�ng online, shareholders will receive a live webcast from the Annual General Mee�ng, the opportunity to ask writen ques�ons, and vote on each of the items. Secure iden�fica�on of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securi�es Depository (Euronext VPS) in rela�on to this Annual General Mee�ng.

No registra�on is required for shareholders who want to par�cipate online, but shareholders must be logged in before the Annual General Mee�ng starts. Log ins a�er mee�ng has started will receive access, but with no vo�ng rights.

Please note that we also give online par�cipants the opportunity to submit live audio ques�ons, by clicking on the "request to speak" but on in the Broadcast.

Shareholders who do not find their reference number and PIN code for access, or have other technical ques�ons is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 8 am and 3.30 pm CEST).

HOW TO ACCESS THE ONLINE GENERAL MEETING

To be able to par�cipate online, you must go to the following website: htps://dnb.lumiagm.com either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.

enter Mee�ng ID:196-027-595 and click Join:

Alterna�vely put direct link in your browser https://dnb.lumiagm.com/196027595

As the company has decided to allow for guest log ins you will be prompted to decide between

If you choose Guest log inn you will be asked to state your name and e-mail. You will not have vo�ng rights or the right to speak in the mee�ng.

If you are a shareholder, choose Shareholder log in. You must then iden�fy yourself with.

a) Ref. number from VPS for the Annual General Mee�ng

b) PIN code from VPS for Annual General Mee�ng

You can only log in on the day of the mee�ng, minimum one hour before the Annual General Mee�ng starts. Once you have logged in, you will be taken to the informa�on page for the Annual General Mee�ng. Here you will find informa�on from the company, and how this works technically. Note that you must have internet access throughout the mee�ng. If you for some reason log off, just log in again following steps above.

HOW TO RECEIVE 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 Annual General Mee�ng, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Ac�ons, General Mee�ng. 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

htps://www.euronextvps.no 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 registra�on form). Custodian registered shareholders: Shares held through Custodians (nominee) accounts must be transferred to a segregated VPS account registered in the name of the shareholder to have vo�ng rights on the Annual General Mee�ng. Once shares are transferred to the segregated VPS account, a reference number and PIN code are assigned to this account. Please contact your custodian for further informa�on.

HOW TO VOTE

When items are available for vo�ng, you can vote on all items as quickly as you wish. Items are closed for vo�ng as the Annual General Mee�ng considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.

To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this op�on, you can s�ll override the choice on items one by one if desired.

To change your vote, click on another op�on. You can also choose to cancel. You can change or cancel your vote un�l the chair of the mee�ng concludes the vo�ng on the individual items. Your last choice will be valid.

NB: Logged in shareholders who have voted in advance or given a power of at orney will not have the opportunity to vote but can follow and write messages if desired.

all 02-UK 수	15:54 ⊕ 33%■ Poll Open
Split Voting
the chair	2. Valg av møteleder og person til å medundertegne protokollen / Election of person to chair the meeting and election of a person to co-sign the minutes together with
Select a choice to send.
For / For
Mot / Against
Avstår / Abstain
Cancel

QUESTIONS TO THE CHAIRPERSON

Ques�ons or messages rela�ng to the items on the agenda can be submited by the shareholder or appointed proxy at any �me during the mee�ng as long as chair of the mee�ng holds this open.

If you would like to ask a ques�on rela�ng to the items on the agenda, select the messaging icon.

Enter your ques�on in the message box that says "Ask a Ques�on". When you have finished wri�ng your ques�on, click on the submit buton.

Ques�ons submited online will be moderated before going to the chair. This is to avoid repe��on of ques�ons as well as removal of inappropriate language.

All shareholders who submit ques�ons will be iden�fied with their full names, but not holding of shares.