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Borregaard Proxy Solicitation & Information Statement 2026
3562_rns_2026-03-26_d5e25e1f-b5ce-4e3a-9326-ebf8d52f266d.pdf
Proxy Solicitation & Information Statement
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Borregaard
BORREGAARD ASA
NOTICE OF
ANNUAL GENERAL MEETING
Borregaard ASA will hold its Annual General Meeting at 1 pm (13:00 CEST) on Thursday 16 April 2026. The meeting will be held digitally. Login and registration will open at 12:00 CEST.
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 or verbally) 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 of meeting which is also published on the company's website at www.borregaard.com.
The meeting will address the following matters:
- Approval of the notice of meeting, election of a Chair for the meeting and election of one person to sign the minutes
- Approval of the 2025 annual accounts for Borregaard ASA, the consolidated annual report and the Board of Directors' report, including the Board of Directors' proposal for an ordinary dividend for 2025 of NOK 4.75 per share, with the exception of the shares held by the Group
- Report on pay and other remuneration of senior management
Please refer to the separate appendix to this notice which contains the board's report on how the Annual General Meeting's guidelines for the determination of salaries and other remuneration for senior management were applied in 2025. This report is dated 18 March 2026 and the relevant guidelines are available on Borregaard's website: www.borregaard.com.
- Corporate governance report
The report has been presented in the annual report published at www.borregaard.com.
- Authorisation to acquire own shares
The General Meeting in 2025 authorised the Board of Directors to acquire its own shares. The authorisation remains valid until the General Meeting in 2026. In the period between 10 April 2025 and 25 March 2026, Borregaard acquired 238,883 of its own shares while it sold 455,902. These transactions were the result of employees' purchases of shares at discounted rates and their redemption of share options awarded to them.
The Board of Directors proposes that the authorisation be renewed.
Shares that are acquired by the company shall either be used to fulfil incentive schemes for employees or be amortised. According to the Norwegian Code of Practice for Corporate Governance, the annual general meeting should vote separately for each purpose if a board authorisation is intended to cover multiple purposes. The Board of Directors therefore proposes that the annual general meeting adopts the following:
- The annual general meeting authorises the Board of Directors of Borregaard ASA to acquire its own shares up to a total nominal value of NOK 10,000,000 on behalf of the company, corresponding to 10 per cent of the share capital.
Borregaard
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The highest amount that the Board of Directors may pay for a share is NOK 400 and the lowest amount is NOK 1.
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The Board of Directors may acquire and dispose of its own shares to fulfil its employee share scheme and other incentive schemes in accordance with the guidelines adopted by the Annual General Meeting in relation to the determination of salaries and other remuneration for senior management.
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The Board of Directors may also acquire shares for amortisation.
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The acquisition of own shares may take place as deemed appropriate by the Board of Directors, but not by subscription.
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The authorisation shall remain in force until the company's annual general meeting in 2027, but no later than 30 June 2027.
6 Election of members to and Chair of the Board of Directors of Borregaard ASA
The Nomination Committee’s recommendation of 24 February 2026 is available at www.borregaard.com.
7 Election of members to and Chair of the Nomination Committee
The Nomination Committee’s recommendation of 24 February 2026 is available at www.borregaard.com.
8 Remuneration for the members of the Board of Directors, observers and deputy members
The Nomination Committee’s recommendation of 24 February 2026 is available at www.borregaard.com.
9 Remuneration for the members of the Nomination Committee
The Nomination Committee’s recommendation of 24 February 2026 is available at www.borregaard.com.
10 Approval of the auditor’s fee
The amount for statutory audit is NOK 967,000. The amount for statutory attestation of sustainability reporting is NOK 2,254,000. Please see Note 4 to the Financial Statements for Borregaard ASA.
Pursuant to Section 5-12 of the Norwegian Public Limited Liability Companies Act, the annual general meeting 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 attorney-at-law Jon Fredrik Johansen to open the meeting and will propose that he be elected the Chair of the meeting.
Shareholders are entitled to participate in the annual general meeting, either personally or by a proxy of their choice. Registrations must be received by no later than 23:59 CEST on 14 April 2026. This applies to all shareholders.
Registrations may be submitted online on the company's website, www.borregaard.com, or via VPS Investor Services. Shareholders may also submit registrations by post to DNB Bank ASA, Securities Service, P O Box 1600 Sentrum, 0021 Oslo, Norway, or by e-mail to [email protected].
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.
Shareholders wishing to participate and vote by proxy may submit the proxy authorisation form electronically via VPS Investor Services or via ordinary post to DNB Bank ASA, Verdipapirservice. Forms must be received by no later than 23:59 CEST on 14 April 2026. Shareholders may authorise proxies with voting instructions. The registration and proxy authorisation form has been included with the notice but can also be found at the company's website, www.borregaard.com. Proxies must contact the DNB Bank Verdipapirservice by telephone on +47 23 26 80 20 between the hours of 08:00 and 15:00 CEST in order to obtain login details.
Borregaard
Shareholders that are unable to attend the annual general meeting may vote in advance electronically on each matter either via the company's website, www.borregaard.com, or via VPS Investor Services. The deadline for the submission of advance votes is 23:59 CEST on 14 April 2026. Advance votes may be altered or recalled until the deadline.
Borregaard ASA is a public limited liability company subject to the rules set down in the Norwegian Public Limited Liability Companies Act. The company has issued 100,000,000 shares. Each share carries one vote at the General Meeting. Shares belonging to the Group do not give voting rights. As of 25 March 2026, the Group owned a total of 55,867 of its own shares. There were 99,944,133 shares with voting rights when the call was issued.
Information regarding the beneficial owners of nominee-registered shares in the Company, including each shareholder's country of residence and the number of shares held, is set out in the document Beneficial Ownership Report 2026, available on the Company's website https://www.borregaard.com/investors/equity-info/shareholders/.
Only those who were shareholders five working days prior to the Annual General Meeting (the record date) are entitled to participate in and vote at the Annual General Meeting, cf. Section 5-2 of the Public Limited Liability Companies Act. The record date for this year's Annual General Meeting is Thursday 9 April 2026 by 23:59 CEST. A purchaser of shares may only attend the Annual General Meeting and vote on behalf of those shares if the purchase has been recorded in Borregaard's shareholder register by the registration date, or if the purchase has been notified and approved, cf. Section 4-2 of the Public Limited Liability Companies Act.
If shares are registered with a nominee, then the notice will be sent to the nominee who must forward this to the shareholders they hold shares on behalf of in accordance with subsections 1 and 2 of Section 1-8 of the Norwegian Public Limited Liability Companies Act. Shareholders should communicate with their nominee who is responsible for conveying any votes, powers of attorney or intents to attend. Registrations from nominees must be received by the company no later than 23:59 CEST on 14 April 2026.
The deadline for submitting new matters for the agenda has expired, cf. Section 5-11 (2) of the Norwegian Public Limited Liability Companies Act. Shareholders may suggest resolutions for items on the agenda. They may ask that board members and the General Manager provide the necessary information on matters that may be of significance to the acceptance of the accounts and the annual report, items that have been presented to the shareholders for decision, the financial position of the Company (including activities in other companies that the Company takes part in) and other items up for consideration by the General Meeting, provided that such information can be provided without damaging the Company, cf. Section 5-15 of the Public Limited Liability Companies Act.
Shares are traded exclusive of dividends from and including 17 April 2026. Subject to the annual general meeting's decision on dividends, these will fall to the shareholders registered in the company's register of shareholders as available on 20 April 2026. If transferred shares are subject to an ordinary settlement in the VPS, shares acquired by 16 April 2026 will entitle the holder to the dividend, while shares acquired from 17 April 2026 will not entitle the holder to the dividend. Dividends will not be paid out on shares owned by the Group. The anticipated payment date is 27 April 2026.
The Board of Directors has decided that documents that will be discussed at the annual general meeting will not be issued together with this notice, but will be available on the company's website, www.borregaard.com. This also applies to documents that must be included with the notice of the annual general meeting pursuant to the Public Limited Liability Companies Act. Upon request to the company's investor relations team, shareholders can receive a copy of the documents at no cost.
The notice, case documents and information about shareholders' rights are available at www.borregaard.com. Any questions concerning the notice and other documents may be directed to Borregaard ASA's Investor Contact c/o Lotte Kvinlaug, telephone +47 922 86 909.
Sarpsborg, 26 March 2026
Helge Aasen
Chair of the Board of Directors
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Borregaard
Ref no: PIN - code:
Notice of Annual General Meeting
The Annual General Meeting in Borregaard ASA will be held on 16.04.2026 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 09.04.2026.
The deadline for electronic registration of enrollment, advance votes, proxy of and instructions is 14.04.2026 at 11:59 pm (23:59 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 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 a statutory requirement for registration. All shareholders will have the opportunity to log in to the meeting, but in order to have the right to speak and vote, you must have enrolled by the specified deadline.
"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
Step 2 – The General Meeting day:
Online participation: Please login through https://dnb.lumiconnect.com/100-647-528-176
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 am – 3:00 pm).
If you log in after the meeting has started, you will be granted access, but without the right to vote. Note that the same applies if you have not enrolled.
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Borregaard
Ref no:
PIN - code:
Form for submission by post or e-mail for shareholders who cannot register 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 14.04.2026 at 11:59 pm (23:59 CEST). If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secures the e-mail.
shares would like to be represented at the Annual General Meeting in Borregaard ASA as follows (mark off):
☐ Enrol for online participation (do not mark the items below)
☐ 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 am – 3:00 pm) 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 Nomination 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 16.04.2026 | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | Approval of the notice of meeting, election of a Chair for the meeting and election of one person to sign the minutes | ☐ | ☐ | ☐ |
| 2. | Approval of the 2025 annual accounts for Borregaard ASA, the consolidated annual report and the Board of Directors' report, including the Board of Directors' proposal for an ordinary dividend for 2025 of NOK 4.75 per share, with the exception of the shares held by the Group | ☐ | ☐ | ☐ |
| 3. | Report on pay and other remuneration of senior management | ☐ | ☐ | ☐ |
| 5. | Proposal for authorisation for the Board to purchase and sell its own shares until the 2027 Annual General Meeting, but no later than 30 June 2027, in order to: | |||
| 5.1 | fulfil its employee share scheme and other incentive schemes in accordance with the guidelines adopted by the Annual General Meeting in relation to the determination of salaries and other remuneration for senior management | ☐ | ☐ | ☐ |
| 5.2 | acquire own shares for amortisation | ☐ | ☐ | ☐ |
| 6. | Election of members to and Chair of the Board of Directors of Borregaard ASA | |||
| 6.1 | Helge Aasen (re-elected) | ☐ | ☐ | ☐ |
| 6.2 | Terje Andersen (re-elected) | ☐ | ☐ | ☐ |
| 6.3 | Tove Andersen (re-elected) | ☐ | ☐ | ☐ |
| 6.4 | Margrethe Hauge (re-elected) | ☐ | ☐ | ☐ |
| 6.5 | Magnus Krogh Ankarstrand (new) | ☐ | ☐ | ☐ |
| 6b. | Election of Chair of the Board of Borregaard ASA – Helge Aasen (re-elected) | ☐ | ☐ | ☐ |
| 7. | Election of members to and Chair of the Nomination Committee of Borregaard ASA | |||
| 7.1 | Mimi K. Berdal (re-elected) | ☐ | ☐ | ☐ |
| 7.2 | Atle Hauge (re-elected) | ☐ | ☐ | ☐ |
| 7.3 | Charlotte Leikanger Baade (new) | ☐ | ☐ | ☐ |
| 7.4 | Trine Must (new) | ☐ | ☐ | ☐ |
| 7b. | Election of Chair of the Nomination Committee of Borregaard ASA – Mimi K. Berdal (re-elected) | ☐ | ☐ | ☐ |
| 8. | Approval of remuneration of members of the Board of Directors, observers and deputy members | ☐ | ☐ | ☐ |
| 9. | Approval of remuneration of members of the Nomination Committee | ☐ | ☐ | ☐ |
| 10. | Approval of the auditor's fee for statutory audit of NOK 967,000 and for statutory attestation of sustainability reporting of NOK 2,254,000 | ☐ | ☐ | ☐ |
The form must be dated and signed
Place
Date
Shareholder's signature
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GUIDE FOR ONLINE PARTICIPATION BORREGAARD ASA 16 APRIL 2026
Borregaard ASA will hold the Annual General Meeting on 16 April 2026 at 1 pm (13:00 CEST) as a digital meeting, where you get the opportunity to either 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.
Registration is required for shareholders who wish to participate online, as the company has a statutory requirement for registration, and shareholders must be logged in before the General Meeting starts. If you log in after the General Meeting has started, or have not pre-registered your participation, you will be given access to follow, but without the right to vote.
HOW TO ACCESS THE ONLINE GENERAL MEETING
Go to the following website: https://dnb.lumiconnect.com/
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
Enter Meeting ID: 100-647-528-176 and click Join Meeting:
Alternatively put direct link in your browser https://dnb.lumiconnect.com/100-647-528-176
As the company has decided to allow for guest log ins you will be prompted to decide between
EN
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 the 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.
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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).
Shareholders who do not find their reference number and PIN code for access, or have other technical questions are 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.
HOW TO VOTE
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 not enrolled, 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.
The company also opens up for oral questions from logged-in shareholders, and you will find the button "request to speak" in the live broadcast. By using this option, you will have your voice directly into the General Meeting and you can speak for as long as the meeting Chair allows. Audio is two-way so that you can give your input, receive answers and then make follow-up questions/comments if desired.