Elkem — AGM Information 2021

Apr 27, 2021

MINUTES OF ANNUAL GENERAL MEETING

OF

ELKEM ASA

REG NO 911 382 008

The annual general meeting of Elkem ASA (the "Company") was held on 27 April 2021. The meeting took place at the company's office in Drammensveien 169 in Oslo.

In accordance with Norwegian temporary legislation exempting companies from physical meeting requirements to reduce covid-19-risk, the annual general meeting was held as a digital meeting only, with no physical attendance for shareholders.

All documents that are subject to examination under the annual general meeting, has been made available at the following webpage: https://www.elkem.com/no/investor/debt-and-shareinformation/annual-general-meeting/amg-2021/

The following were present: Dag J. Opedal (deputy chair of the board), Michael Koenig (CEO), Morten Viga (CFO) and Sverre S. Tysland (chair of the nomination committee).

The following matters were discussed:

OPENING OF THE ANNUAL GENERAL MEETING BY THE DEPUTY CHAIR OF THE 1 BOARD OF DIRECTORS

The general meeting was opened by the deputy chair of the board who registered the shareholders present at the general meeting, either by advance vote or by digitally logon to the virtual meeting in person or by proxy. The register of attending shareholders, including the number of shares and votes represented, is included as Appendix 1 to this minutes.

Thus, 435 230 021 of a total of 581 985 344 voting shares were represented, or around 74,78 % of the voting shares.

2 ELECTION OF A PERSON TO CHAIR THE MEETING AND A PERSON TO COUNTERSIGN THE MINUTES

Hans Cappelen Arnesen was elected to chair the meeting.

Morten Viga was elected to countersign the minutes together with the chair of the meeting.

กา APPROVAL OF THE NOTICE AND THE AGENDA

The chair of the meeting asked whether there were any objections to the notice or the agenda. No objections were raised, so the notice and the agenda were deemed approved and the chair of the meeting declared the general meeting as lawfully convened.

1

APPROVAL OF THE FINANCIAL STATEMENTS AND THE REPORT OF THE BOARD OF ব DIRECTORS FOR THE FINANCIAL YEAR 2020 FOR ELKEM ASA AND THE GROUP, INCLUDING DISTRIBUTION OF DIVIDEND

The chair of the meeting referred that the Elkem's annual report, including the annual accounts and the report from the board of directors for the financial year 2020, as well as the auditor's report, had been made available on the Company's webpage.

The chair of the meeting underlined that pursuant to proposal from the board the new shares to be issued in connection with the private placement resolved on 26 April 2021 shall also carry the right to receive the proposed dividend.

In accordance with the proposal from the board of directors, the general meeting passed the following resolution :

"The annual accounts for 2020, the directors' report for Elkem ASA and the group, including the proposed dividend of NOK 0.15 per share, are approved."

5 THE BOARD OF DIRECTORS' REPORT ON CORPORATE GOVERNANCE

The chair of the meeting referred that the board of directors' report on corporate qovernance for 2020 has been made available on the Company's webpage and it is included in the annual report on page 39.

The general meeting took notice of the board of directors' report on corporate governance.

6 APPROVAL OF GUIDELINE FOR SALARY AND OTHER REMUNERATION TO LEADING PERSONNEL

The chair of the meeting referred that the board of directors' guideline for salary and other remuneration to leading personnel has been made available on the Company's webpage.

In accordance with proposal from the board, the general meeting passed the following resolution:

"The general meeting approves the board of directors' guideline for salary and other remuneration to leading personnel."

APPROVAL OF REMUNERATION TO THE COMPANY'S EXTERNAL AUDITOR FOR 2020

In accordance with the proposal from the board of directors, the general meeting passed the following resolution:

"The audit fee of NOK 4,630,906 to the Company's external auditor, KPMG AS, for the financial year 2020 is approved."

8 ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

The chair of the meeting referred that the proposal from the nomination committee has been made available on the Company's webpage.

In accordance with the proposal from the nomination committee, the general meeting passed the following resolution:

"The following persons are elected as shareholder-elected-board-members for a term of office of two (2) years, until 2023:

2

• (i) Zhigang Hao, re-elected and proposed as chair of the board;
• (ii) Yougen Ge, re-elected as board member;
• (iii) Marianne Elisabeth Johnsen, re-elected as board member; and
• (iv) Grace Tang, elected as new board member.

The following persons are re-elected as shareholder-elected-board-members for a term of office of one (1) year, until 2022:

• (v) Helge Aasen, as board member; and
• (vi)

* * *

The remaining previous shareholder-elected-board-members that have term of office until 2022, are:

• (vii) Dag Jakob Opedal, as deputy chair; and
• (viii) Olivier Tillette de Clermont-Tonnerre, as board member.

ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE ை

The chair of the meeting referred that the proposal from the nomination committee has been made available on the Company's webpage.

In accordance with the proposal from the nomination committee, the general meeting passed the following resolution:

"The following persons are re-elected as members of the nomination committee for a term of office of one (1) year, until 2022:

• (i) Sverre S. Tysland, as chair of the committee; and
• (ii)

* * *

The remaining member of the nomination committee that has term of office until 2022, is:

(iii) Zhu Ziaolei, as member of the committee.

DETERMINATION OF REMUNERATION PAYABLE TO MEMBERS OF THE BOARD OF 10 DIRECTORS

The chair of the meeting referred that the proposal from the nomination committee has been made available on the Company's webpage.

In accordance with the proposal from the nomination committee, the general meeting passed the following resolution:

"The remuneration payable to members of the board of directors, as proposed by the nomination committee, is approved."

11 -DETERMINATION OF REMUNERATION FOR THE NOMINATION COMMITTEE

The chair of the meeting referred that the proposal from the nomination committee has been made available on the Company's webpage.

In accordance with the proposal from the nomination committee, the general meeting passed the following resolution:

"The remuneration payable to the members of the nomination committee, as proposed by the nomination committee, is approved."

12 BY UP TO 10%

In accordance with the proposal from the board of directors, the general meeting passed the following resolution:

• "Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act, the (i) board of directors is granted an authorization to increase the Company's share capital with an amount up to NOK 291,492,672 – corresponding to 10 per cent of the current share capital.
• The authorization is valid until the Company's annual general meeting in 2022, but no longer (ii) than to and including 30 June 2022.
• (iii) Norwegian Public Limited Liability Companies Act, may be deviated from.
• (iv) of the Norwegian Public Limited Liability Companies Act.
• (v) Section 13-5 of the Norwegian Public Limited Liability Companies Act."

13 IN CONNECTION WITH THE SHARE INCENTIVE PROGRAM FOR CORPORATE MANAGEMENT

In accordance with the proposal from the board of directors, the general meeting passed the following resolution :

• (i) board of directors is granted an authorization to increase the Company's share capital with an amount up to NOK 40,000,000.
• The authorization is valid until the Company's annual general meeting in 2022, but no longer (ii) than to and including 30 June 2022.
• (iii) Norwegian Public Limited Liability Companies Act, may be deviated from.
• (iv) The authorization does not cover share capital increases against contribution in kind, cf. Section 10-2 of the Norwegian Public Limited Liability Companies Act.
• (v) to Section 13-5 of the Norwegian Public Limited Liability Companies Act.

(vi) Enterprises, this authorization replaces the corresponding authorization to increase the share capital granted to the board of directors at the annual general meeting held on 8 May 2010."

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In accordance with the proposal from the board of directors, the annual general meeting passed the following resolution:

• (i) directors is granted an authorization to, on behalf of the company, acquire own shares with a total nominal value of up to NOK 291,492,672, corresponding to 10 per cent of the current share capital.
• (ii) The maximum amount to be paid for each share is NOK 150 and the minimum amount is NOK 1.
• (iii) Acquisition and sale of own shares may take place in any way the board of directors finds appropriate, provided however, that acquisition of shares not shall take place by way of subscription.
• (iv) The authorization is valid until the Company's annual general meeting in 2022, but no longer than to and including 30 June 2022.
• (v) Shares acquired under the authorization may either be used to fulfil the Company's obligations in connection with acquisitions, incentive arrangements for employees, fulfilment of earn-out arrangements, be sold to strengthen the Company's equity or be deleted."

* * *

There were no further matters to be discussed, and the general meeting was adjourned.

Oslo, 27 April 2021

Hans Cappelen Arnesen Chairman of the general meeting

Morten Viga

Co-signer

APPENDICES:

• 1. Register of shareholders present at the general meeting including number of shares and votes represented
• 1. Voting results

The Chairman Elkem ASA

trsdag 27. april 2021

Dear Sir,

As scultneer apported for the Poll taken at the Poll taken at the Annual General Meeling of the
Members of the Company held on 27 april 2021, I HEREBY CERTIFY that the resul

				Issued share capital. 581 985 344
	VOTES	ಿ	VOLES	్రార్థ	VOICE	VOIES	9. 01 ISC	NO VOITES
	FOR / FOR		MOT /		AVSTAR	TOTAL	VOTED
	435 219 031	100.00	0	0.00	5 970	435 225 001	74.78 %	5 020
	435 219 311	100.00	0	0.00	5610	435 224 921	74.78 %	5 100
	435 211 731	100.00	10 105	0,00	3 185	435 225 021	74.78 %	5 000
	377 482 095	86.73	57 732 125	13,27	8801	435 223 021	74.78 %	7 000
	435 220 036 100.00		0	0.00	2 985	435 273 021	74.78 %	7 000
	412 483 713	94,781	22 733 853	5.22	5 455	435 223 021	74.78 %	7 000
	435 218 6461	100.00	ටිටි ම	0.00	4 375	435 223 921	74.78 %	6 100
10	435 206 671	100.00	2 525	0.00	14 725	435 223 921	74.78%	6 100
	434 298 1941	99.80	889 479	0.20	56 348	435 224 021	74.78 %	000 8
	434 864 600	99.92	353 801	0.08	5 520	435 223 921	74.78 %	8 100
13	395 447 292	90.88	39 768 451	9.14	8 178	435 223 921	74.78 %	6 100
14	434 939 403	99 941	241 917	0.06	42 701	435 224 021	74.78%	8 000

Yours faithfully.

Freddy Hermansen
Freddy Hermansen
DNB-Bank ASA Issuer Services

Attendance Summary Report
Registered Attendees:	21
Total Votes Represented:	435 230 021
Total Accounts Represented:	214
Total Voting Capital:	581 985 344
% Total Voting Capital Represented:	74.78%
% Total share Capital represented:	74,66 %

Sub Total:	13	વ્	435 230 021
Registered Attendees				Accounts
	g	0	32 682	ਰੇ
		0
	O
		C		58
		0		97
		0	30 988 613	49
		Registered Non-Voting Attendees		Registered Votes 338 338 536 7 123 358 58 746 832

Freddy Hermansen
DNB Bank ASA Issuer Services