Elkem

AGM Information • Apr 27, 2022

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 2022. The meeting took place at Felix Conference Center at Bryggetorget 3 at Aker Brygge in Oslo.

The annual general meeting was held as a digital meeting with live webcast and electronic voting. It was also accommodated that shareholders could participate by physical presence at Felix Conference Center.

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-2022/

The following were present: Dag J. Opedal (deputy chair of the board), Helge Aasen (CEO), Morten Viga (CFO), Odd-Geir Lyngstad (IR-manager), Øyvind Skorgevik (auditor KPMG) and Sverre S. Tysland (chair of the nomination committee).

The following matters were discussed:

1 OPENING OF THE ANNUAL GENERAL MEETING BY THE DEPUTY CHAIR OF THE 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, 464 489 108 of a total of 633 435 742 voting shares were represented, or around 73,33 % of the voting shares.

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

ന 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 2021 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, the directors' year-end report and the Environmental, Social & Governance report (ESG-report) for Elkem ASA and the group for the financial year 2021, as well as the auditor's report – had been made available on the Company's webpage.

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

"The annual accounts, the directors' year-end report and the Environmental, Social & Governance report (ESG-report) for Elkem ASA and the group for the income year 2021, including the proposed dividend of NOK 3.00 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 governance for 2021 has been made available on the Company's webpage.

The chair of the meeting informed that the corporate governance report is not subject to voting, but the annual general meeting was invited to take notice of the report.

The general meeting took notice of the board of directors' report on corporate governance for 2021.

APPROVAL OF THE BOARD OF DIRECTORS' GUIDELINES ON DETERMINATION OF 6 -SALARY AND OTHER REMUNERATION FOR LEADING PERSONNEL

The chair of the meeting referred that the board of directors' guidelines on determination of salary and other remuneration for 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' guidelines on determination of salary and other remuneration for leading personnel."

r CONSIDERATION OF THE BOARD OF DIRECTORS' REPORT ON SALARY AND OTHER REMUNERATION FOR LEADING PERSONNEL FOR 2021

The chair of the meeting referred that the board of directors' report on salary and other remuneration for leading personnel for 2021 has been made available on the Company's webpage.

In accordance with proposal from the board, the general meeting passed, by an advisory vote, the following resolution:

"The general meeting endorses the board of directors' report on salary and other remuneration for leading personnel for 2021."

2

APPROVAL OF REMUNERATION TO THE COMPANY'S EXTERNAL AUDITOR FOR 2021 8

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

"The audit fee of NOK 4,976,344 to the Company's external auditor, KPMG AS, for the financial year 2021 is approved."

o 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 2024:

• (i) Dag Jakob Opedal, re-elected as deputy chair;
• (ii) Olivier Tillette de Clermont-Tonnerre, re-elected as board member;
• (iii)
• (iv) Jingwan Wu elected as new board member."

* * *

The remaining shareholder-elected-board-members that have term of office until 2023, are:

• Zhigang Hao chair of the board (v)
• (vi) Yougen Ge - member;
• (vii)
• (viii) Grace Tang member.

10 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 elected as members of the nomination committee for a term of office of one (1) year, until 2023:

• (i) Sverre S. Tysland re-elected as chair of the committee;
• (ii)
• (iii)

3

DETERMINATION OF REMUNERATION PAYABLE TO MEMBERS OF THE BOARD OF 11 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."

12

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."

13 BY UP TO 10%

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

• (i) = "Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorization to increase the Company's share capital with an amount up to NOK 319,720,689 - corresponding to 10 per cent of the current share capital.
• (ii) than to and including 30 June 2023.
• (iii) Norwegian Public Limited Liability Companies Act, may be deviated from.
• (iv) of the Norwegian Public Limited Liability Companies Act.
• (v) The authorization covers share capital increase in connection with mergers pursuant to Section 13-5 of the Norwegian Public Limited Liability Companies Act."

14 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) "Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorization to increase the Company's share capital with an amount up to NOK 40,000,000.

4

• (ii) than to and including 30 June 2023.
• (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 27 April 2021."

15

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 319,720,689, 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 shall not take place by way of subscription.
• (iv) The authorization is valid until the Company's annual general meeting in 2023, but no longer than to and including 30 June 2023.
• (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 2022

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

6

ally

Attendance Summary Report Elkem ASA AGM

onsdag 27. april 2022

Registered Attendees:	11
Total Votes Represented:	464 489 108
Total Accounts Represented:	186
Total Voting Capital:	633 435 742
% Total Voting Capital Represented:	73.33 %

Total Capital:	639 441 378
% Total Capital Represented:	72,64 %
Company Own Shares:	6 005 636

	Sub Total:	17
Capacity		Registered Attendees
Shareholder (web)		7
3rd Party Proxy		1
Chair of the Board WITH PROXY		1
Chair of the Board WITH INSTRUCTIONS		1
ADVANCE VOTES		1

	464 489 108	0
Accounts	Registered Votes	Registered Non-Voting Attendees
7	18 840	O
2	13 650 000	O
45	345 136 646	O
85	75 537 870	O
47	30 145 752	O

Freddy Hermansen DNB Bank ASA Issuer Services

9:50:04

Attendance Details

Meeting:

Attendees		Votes
Shareholder	7	18 840
3rd Party Proxy
Chair of the Board WITH PROXY	1	13 650 000
Chair of the Board WITH INSTRUCTIONS	1	345 136 646
	1	75 537 870
ADVANCE VOTES	1	30 145 752
11 Total		464 489 108
Shareholder	7	18 840
DAHLBY, SVEIN ARNE		Votes 2 000	Representing / Accompanying DAHLBY, SVEIN ARNE
EDVARDSEN, ATLE LØKEN		320	EDVARDSEN, ATLE LØKEN
ENERSTVEDT, LEO ALEKSANDER NGUYEN		400	ENERSTVEDT, LEO ALEKSANDER NGUYEN
FLØLO, WENCHE		145	FLØLO, WENCHE
GARBORG, OLE KJELDSTAD KARLSEN, ESPEN BOTTEN		1 000 100	GARBORG, OLE KJELDSTAD KARLSEN, ESPEN BOTTEN
NÆSS, BJØRN		14 875	NÆSS, BJØRN
3rd Party Proxy	1	13 650 000
		Votes	Representing / Accompanying
AASEN, HELGE		200 000 13 450 000	FONDSFINANS PENSJONSKASSE MUST INVEST AS
		13.650-000
Chair of the Board WITH PROXY	1	345 136 646
		Votes	Representing / Accompanying
Chair of the Board WITH PROXY		80	HOFF, MARIUS
		13 180	VENOLD, METTE BJØRN
		દર્	JARNES, PER ARNE
		50 30	HEFTE, ARVID HOVDE, KNUT OLAV
		11 000	FRØNSDAL, JOHAN FREDRIK
		10	NORDENG, PER OLAV
		322 540	VERDIPAPIRFONDET EIKA BALANSERT
		1 400 900	MIDTGARDEN, RUTH LOUISE TOMREN, NILS KRISTIAN
		7 000	ANDERSEN, HAKON CHRISTIAN
		240 000	CARPE DIEM AFSETH AS
		6 600	RANDEBERG, EDMUND
		377 580	VERDIPAPIRFONDET EIKA ALPHA
		5 000 3 268 969	NILSEN, MARIUS KJELL VERDIPAPIRFONDET EIKA SPAR
		4 200	ALME, KARE INGVARD
		6 720	OMLAND, ERLEND AUSTAD
		4 000	HARBEK, OLE FINGAL
		4 000 338 338 536	HOLEN, GEIR HARALD Bluestar Elkem Int.Co.Ltd S.A
		2 459 216	VERDIPAPIRFONDET EIKA NORGE
		2 500	EINAR WESTBY AS
		2 109	STAHLBRAND, PER ERIC HJALMAR
		2 000 2 000	MYHRVOLD, PER CHRISTIAN OLOMANI, FATON
		1 550	FØNSTELIEN, RAGNHILD
		1 500	NILSEN, KARI ØIE
		1 500	WESTBY, EINAR
		1 300	DJUPVIK, SVEIN MAGNUS
		1 789 1 000	DRØNEN, KJELL INGE HJØRNEVIK, ARNE
		1 000	BEIER, REIDUNN MYSTER
		24 320	WIGGEN, RUNE
		715	BERGH, ULRIK HIS
		700	ANDERSEN, STEPHEN

Chica

• 500 FALLETH, ROLF SVERRE 500 BRAATHEN, SVEIN
• 500
  • LARSEN, EVA
• 400 FAGERHOL, GEIR IVAR 307
• STEEL, WILLIAM ATHOL 18 815 VENOLD, TERJE RICHARD
  • 200 KRISTIANSEN, ODDVAR JOHAN 200 NILSEN, ROY HENRY
    • Oseng, Richard

345 136 646

75 537 870

165

Chair of the Board WITH INSTRUC

Chair of the Board WITH PROXY

Chair of the Board WITH INSTRUCTIONS

1

Votes Representing / Accompanying 12 550 BJØRKELUND, KAI OVE 8 833 ABU DHABI PENSION FUND 285 ALASKA PERMANENT FUND CORP 225 862 ALFRED BERG NORDIC SMALL CAP ESG 256 464 ARCTIC FUNDS PLC 8 643 695 ARCTIC FUNDS PLC 394 075 BNP PARIBAS FUN - NORDIC SMALL CAP 71 479 CAUSEWAY INTERNATIONAL SMALL CAP 13 506 COLLEGE RETIREMENT EQUITIES FUND 2 678 DETROIT EDISON QUAL NUC DECOM TR 8 416 FIRST TRUST DEVELOPED MARKETS EX 5 778 FIRST TRUST IPOX EUROPE EQUIT 16 880 FIRST TRUST IPOX EUROPE EQUITY 770 000 HANDELSBANKEN EUROPA SMABOLAG 12 000 HANDELSBANKEN GLO SMABO IND CRIT 100 000 HANDELSBANKEN NORGE INDEX 952 523 HANDELSBANKEN NORGE TEMA 31 506 IAM NATIONAL PENSION FUND 49 568 IBM 401(K) JNL MULTI-MANAGER INTERNATIONAL 333 018 21 288 KAISER FOUNDATION HOSPITALS 26 215 KAISER PERMANENTE GROUP TRUST 9 962 LEGAL & GENERAL ICAV 150 381 LGSS PTY LIM AS TUR F LOC GOV SUP 225 000 LKCM FU - LKCM INTERNAT EQU FU 65 500 LKCM INTERNATIONAL EQUITY L.P. 24 059 MARYLAND STATE RETIREMENT + PENSIO 15 385 MAS BAN JAP 400045887 11-3 63 248 MAS BAN OF JAP FO MTBJ400045828 11 44 465 MERCER QIF CCF 22 366 MERCER QIF FUND PLC 24 037 NFS LIMITED 13 588 Nordic Small Cap 131 182 SEB VARLDENFOND 5 487 SPDR PORTFOLIO EUROPE ETF 35 712 SSGA SPDR ETFS EUROPE II PUBLIC LI 32 759 STATE OF WISCONSIN INVEST BOARD 579 110 STATE STREET GLOBAL ADVISORS TRUST 184 083 STATE STREET GLOBAL ADVISORS TRUST 56 997 STATE STREET GLOBAL ALL CAP 4 927 STATE STREET MSCI ACWI EX USA IMI 132 401 STATE STREET MSCI EAFE SMALL CAP 259 067 STICHTING BLUE SKY LIQUID ASSET FU 8 768 STICHTING PENSIOENFONDS VOOR HUISA 88 256 THE REGENTS OF THE UNIVERSITY OF C 186 220 THE REGENTS OF THE UNIVERSITY OF C 43 006 THE STATE OF CONNECTICUT ACT 224 273 TRIUM UCITS PLATFORM PLC 80 806 WASHINGTON STATE INVESTMENT BOARD 51 487 WASHINGTON STATE INVESTMENT BOARD 14 500 CBNY-CHARLES SCHWAB FBO CUSTOMERS 24 820 LEGAL AND GENERAL ASSURANCE/PMC FT 175 134 CBLDN-LEGAL AND GENERAL ASSURIPEN LEGAL AND GENERAL ASSURANCE/FTSE G 109 825 3 731 796 VERDIPAPIRFONDET ALFRED BERG AKTIV 3 572 930 VERDIPAPIRFONDET ALFRED BERG NORGE 160 000 VERDIPAPIRFONDET SR-BANK NORGE 203 981 EQUINOR INSURANCE AS 2 975 894 VERDIPAPIRFONDET NORDEA NORGE VERD 2 668 724 VERDIPAPIRFONDET NORDEA KAPITAL 2 843 791 VPF DNB AM NORSKE AKSJER

2 992 374 VERDIPAPIRFONDET KLP AKSJENORGE IN

Chair of the Board WITH INSTRUCTIONS

2 572 611	VERDIPAPIRFONDET NORDEA AVKASTNING
2 217 000	VERDIPAPIRFONDET ALFRED BERG NORGE
1 855 053	VERDIPAPIRFONDET DNB NORGE
1 702 128	VERDIPAPIRFONDET NORDEA NORGE PLUS
53 560	VERDIPAPIRFONDET KLP AKSJEGLOBAL S
43 089	ELO MUTUAL PENSION INSURANCE COMP
1 627 464	VERDIPAPIRFONDET STOREBRAND INDEKS
1 617 321	VERDIPAPIRFONDET KLP AKSJENORGE
2 000	CAPPELEN. ULRIK WILLIAM
1 632 024	VERDIPAPIRFONDET DNB NORGE INDEKS
1 392 388	VERDIPAPIRFONDET STOREBRAND VERDI
1 271 428	VERDIPAPIRFONDET STOREBRAND NORGE
34 000	KALLIN, ERIK OLOV MIKAEL
1 100 925	KOMMUNAL LANDSPENSJONSKASSE GJENSI
11 946 530	VERDIPAPIRFONDET ALFRED BERG GAMBA
726 508	VERDIPAPIRFONDET STOREBRAND NORGE
749 000	VERDIPAPIRFONDET ALFRED BERG INDEK
612 259	NÆRINGSLIVETS HOVEDORGANISASJON
825 372	EQUINOR PENSJON
7 649 029	VERDIPAPIRFONDET STOREBRAND NORGE
652 200	VERDIPAPIRFONDET EQUINOR AKSJER NO
548 562	VERDIPAPIRFONDET STOREBRAND AKSJE
514 499	ALFRED BERG NORDIC GAMBAK
75 537 870

1

ADVANCE VOTES

ADVANCE VOTE

30 145 752

Votes	Representing / Accompanying
100	NIELSEN, JONAS
P	NORDHØY, ALLAN
60	SØFTELAND, FREDRIK ALEXANDER
15	FOLDNES, JAN ØYVIND
330 000	HJELLEGJERDE INVEST AS
637	BRATLAND, SVEIN RUNAR
4 189	BRUØYGARD, TERJE
3 000	SPERNES, MORTEN TRYGVE
10 000	VIKSE, ARILD LUDVIG
10 000	CULPA CAPITAL AS
6 950	OLSEN, RUNE
125 000	SPECTATIO INVEST AS
4 000	MOCK, ALEXANDER
4 000	LERUM, ATLE
90 000	KRISTIAN FALNES AS
3 000	CLEM, TERJE
3 000	KIELLAND, PREBEN CHRISTOPHER
60 000	EXCESSION AS
2 600	MUNKEBYE, MAGNUS BRUHN
29 376 511	FOLKETRYGDFONDET
50 000	WALLCROSS AS
2 000	HAHJEM, JAN MAGNUS RØNES
3 200	HAVRE, ANDREAS FORBECH
1 665	SAURE, DAN BØRGE
1 600	CANDIR, MUHSIN
1 030	HUNN, SINDRE VASKINN
1 000	BORGEDAL, BJØRN
1 000	LOMSDALEN, JENS PEDER
વે છે. રેણવાડી તેમ જ દૂધની ડેરી જેવી સવલતો પ્રાપ્ય થયેલી છે. આ ગામનાં લોકોનો મુખ્ય વ્યવસાય ખેતી, ખેતમજૂરી તેમ જ પશુપાલન છે. આ ગામનાં લોકોનો મુખ્ય વ્યવસાય ખેતી, ખેતમજૂરી તેમ	GUTFINSZKY AS
930	BERG, HENRIK GULLAKSEN
23 000	KOB INVEST AS
617	FORFANG, ANDREAS
610	REE, KNUT CHRISTIAN HANNESTAD
600	MIETLE, HANS-PETTER
556	LUND, HAVARD
540	GREGER, STEIN
529	MELAND, TOR ERIK
495	STORESUND, SINDRE
465	MÄKELÄ, JANNE SAKARI
463	IMS, GUNVALD ANDREAS AXNER
20 000	FALNES, OLAV KRISTIAN
392	HAGEN, MAGNUS
350	BEDIN, KJELL
184	OLSEN, MATHIAS HELLAND
150	KJØNNERØD, HENRIK
147	NANDA, VARUN
132	JULIUSSEN. TOM RUNE ANGELL-STORØ

JULIUSSEN, TOM RUNE ANGELL-STORØ

30 145 752

Min

ELKEM ASA GENERAL MEETING 27 APRIL 2022

As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 27 April 2022, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-

	VOTES	%	VOTES	0/0	VOTES	Issued voling Shares. 055 455 435 742 VOTES	% ISSUED	NO VOTES
							VOTING	IN
	FOR / FOR		MOT /		AVSTAR	TOTAL
			AGAINST		ABSTAIN		SHARES	MEETING
							VOTED
2	464 470 418	100.00	0	0.00	2 495	464 472 913	73,33 %	16 195
3	464 485 5531	100,001	O	0,001	2 555	464 488 1081	73,33 %	1 000
4	464 227 981	99,94	259 067	0,06	1 060	464 488 108	73.33 %	1 000
6	409 265 613	88,11	55 216 384	11,89	6 111	464 488 108	73,33 %	1 000
7	399 308 846	85.98	65 135 201	14,021	44 061	464 488 108	73,33 %	1 000
8	464 485 0201	100.00	1 533	0,001	1 555	464 488 108	73,33 %	1 000
9	410 000 413	88.28	54 446 127	11.72	41 568	464 488 108	73.33 %	1 000
10	464 414 9641	100.00	70	0,001	73 074	464 488 108	73.33 %	1 000
11	464 437 3791	99,99	42 618	0.01	8111	464 488 108	73.33 %	1 000
12	464 443 423	100.00	4 068	0,001	40 617	464 488 108	73.33 %	1 000
13	464 026 780	99.90	460 310	0.10	1 018	464 488 108	73.33 %	1 000
14	407 966 510	87.83	56 514 887	12,17	6 711	464 488 108	73.33 %	1 000
15	463 794 643	99,86	657 404	0,14	36 061	464 488 108	73,33 %	1 000

Freddy Hermansen DNB Bank ASA Issuer Services