Elkem — AGM Information 2019

Oct 23, 2019

To the shareholders of Elkem ASA

NOTICE OF EXTRAORDINARY GENERAL MEETING

Extraordinary general meeting of Elkem ASA will be held at the company's headquarter in Drammensveien 169, 0277 Oslo on Friday 15 November 2019 at 13:00 (CET).

The following matters are on the agenda for the extraordinary general meeting:

1 OPENING OF THE MEETING BY THE CHAIRMAN OF THE BOARD OF DIRECTORS

2 ELECTION OF CHAIRPERSON FOR THE MEETING AND A PERSON TO CO-SIGN THE MINUTES

The board of directors proposes that Hans Cappelen Arnesen, partner in Advokatfirmaet Thommessen AS is elected as chairperson for the meeting.

3 APPROVAL OF THE NOTICE AND THE AGENDA

4 ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

Reference is made to the proposal from the nomination committee, which is available on https://www.elkem.com/investor/debt-and-share-information/annual-general-meeting/.

The board of directors proposes that the general meeting considers the proposal for election of board members.

The Company will according to this proposal have the following shareholder-elected Board members: Zhigang Hao (chairman), Dag Jakob Opedal (vice-chairman), Olivier Louis Gerard Tillette de Clermont-Tonnerre, Caroline Gregoire Sainte Marie, Yougen Ge, Helge Aasen, Anja Isabel Dotzenrath and Marianne Elisabeth Johnsen.

* * *

Shareholders wishing to attend the extraordinary general meeting, either in person or by proxy, should register by Wednesday 13 November 2019 at 12:00 (CET). Registration may be sent electronically via a link on the company's website https://www.elkem.com/investor/debt-and-share-information/annual-general-meeting/ or through VPS Investor Services. The registration form may also be sent by e-mail: genf@dnb.no or by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. The registration form has been distributed to the shareholders as an appendix to the notice. Valid ID (passport or driver's license) must be presented when attending in person.

A shareholder, not present himself/herself at the extraordinary general meeting, may by Wednesday 13 November 2019 at 12:00 (CET) cast a vote on each agenda item via a link on the company's website https://www.elkem.com/investor/debt-and-share-information/annual-general-meeting/ or via VPS Investor Services (PIN-code and reference number from the notice of attendance is required).

Shareholders wishing to vote at the extraordinary general meeting by proxy may send their proxy form by e-mail to genf@dnb.no or to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway by

Wednesday 13 November 2019 at 12:00 (CET). Proxies issued without voting instructions may also be submitted electronically via a link on the company's website https://www.elkem.com/investor/debt-and-shareinformation/annual-general-meeting/ or through VPS Investor Services. The proxy may also submit a written and dated proxy in the extraordinary general meeting. A proxy form, with instructions for use, has been distributed to the shareholders as an appendix to the notice. Identity papers of both the proxy and the shareholder, and a certificate of registration if the shareholder is a corporate body, must be enclosed with the proxy form.

If shares are registered by a nominee in the VPS register, cf. section 4-10 of the Norwegian Public Limited Liability Companies Act, and the beneficial shareholder wishes to vote for his/her shares, then the shares must be reregistered in a separate VPS account in his/her own name prior to the general meeting.

Elkem ASA is a Norwegian public limited liability company governed by Norwegian law, including the Public Limited Liability Companies Act and the Securities Trading Act. As of the date of this notice, the company has issued 581,310,344 shares, each of which represents one vote. The shares also confer equal rights in all other respects. As of the date of this notice, the company does not own any treasury shares.

A shareholder may bring advisors to the general meeting and let one advisor speak on his/her behalf. A shareholder has the right to table draft resolutions for items included in the agenda and to require that members of the board of directors and the CEO in the general meeting provide available information about matters which may affect the assessment of items that are presented to the shareholders for decision, unless the requested information cannot be disclosed without causing disproportionate harm to the company.

Notice of the extraordinary general meeting and other case documents are available on https://www.elkem.com/investor/debt-and-share-information/annual-general-meeting/ .

Shareholders can request written distribution of the material by contacting Elkem ASA, Investor Relations, at e-mail address: odd-geir.lyngstad@elkem.no .

Forms for notice of attendance and power of attorney for the extraordinary general meeting have been distributed to the shareholders together with this notice of the meeting.

Oslo, 21 October 2019

Michael Koenig Chair of the board

Appendices:

Appendix 1: Form of attendance and proxy

Appendix 2: The recommendation from the Nomination Committee