AGM Information • Oct 25, 2023
AGM Information
Open in ViewerOpens in native device viewer

To the shareholders of Elkem ASA
An extraordinary general meeting of Elkem ASA will be held on 20 November at 0900 (CET) by way of a digital meeting.
Shareholders may cast their votes electronically in real time or alternative in advance or by proxy. A guide on digital attendance and electronical voting is set out in an appendix to the notice and available on Elkem ASA's website.
All information regarding the extraordinary general meeting and all documents what will be dealt with by the extraordinary general meeting, are available on the following website: www.elkem.com/investor/debt-and-shareinformation/annual-general-meeting/extraordinary-general-meeting-2023/.
The following maters are on the agenda for the extraordinary general meeting:
The deputy chairman of the board of directors, Dag Jakob Opedal, will open the meeting and ensure the preparation of a list of the shareholders present at the extraordinary general meeting, either by advance vote, by proxy or by digitally logon to the digital meeting.
The board of directors proposes that the general meeting approves the notice and the agenda for the meeting by adopting the following resolution:
"The notice and the proposed agenda is approved, and the extraordinary general meeting is considered validly convened."
The board of directors proposes that attorney Hans Cappelen Arnesen, partner in Advokatfirmaet Thommessen AS is elected as chairperson for the meeting. The board of directors therefore propose that the general meeting adopts the following resolution:
"The general meeting elects Hans Cappelen Arnesen to chair the meeting".
Further, the board of directors proposes that Morten Viga is elected to co-sign the minutes together with the chairperson of the meeting and that the general meeting adopts the following resolution:
"The general meeting elects Morten Viga to co-sign the minutes together with the chairperson of the meeting".
Reference is made to the proposal from the nomination committee, which is available on the company's website.
The board of directors proposes that the general meeting votes on the proposal on the election of shareholder elected members to the board of directors by one combined vote and adopts the following resolution:
"The general meeting endorses the recommendation from the nomination committee on the election of shareholder elected members to the board of directors. The general meeting resolves to replace Jingwan Wy with Bo Li, effective from the general meeting's resolution until the company's annual general meeting in 2025".
* * * *
Those who are shareholders of the company on 13 November 2023 (the record date) will be entitled to participate and vote at the general meeting (ref section 5-2 of the Norwegian Public Limited Liability Companies Act).
In accordance with the Norwegian Public Limited Liability Companies Act, the board of directors has decided that the general meeting shall be concluded by way of a digital meeting by using Lumi AGM's digital platform, and the
Elkem ASA Elkem Headquarters Organsation no NO 911382008MVA Phone +47 22 45 01 00 Fax P.O Box 334, Skøyen 0213 Oslo Norway Bank Account 7038.05.23696 7001.05.19029 +47 22 45 01 11 elkem.no

board of directors have considered that a digital meeting will a proper conduct of the general meeting. The extraordinary general meeting will therefore be held digitally with electronic casting of votes.
To connect to the digital part of the meeting – which is required to cast votes at the meeting – all attendees have to log on the website: https://dnb.lumiagm.com/. Elkem ASA's meeting ID will be: 166-315-233. Alternatively a shareholder may use the following direct link; dnb.lumiagm.com/166315233.
Shareholders attending the general meeting does not need to pre-register (see below for custodians). Please note that attendance will require logon before the meeting starts. Login will be possible one hour in advance. Further guide on digital attendance is set out in appendix to this notice, available on the company's website. Secure identification of all shareholders that want to attend the extraordinary general meeting is made by use of the reference number and the PIN-code provided in the attached form for voting and proxy or can be found on the individual accounts within the VPS Investor Services.
Please note that custodians must register their participation at the extraordinary general meeting in advance and no later than 2 business days before the general meeting, cf. section 5-3 of the Norwegian Public Limited Liability Companies Act.
Guests and shareholders that will not cast votes during the meeting, may attend the extraordinary general meeting through a live webcast that will be distributed via Elkem's website. Attendees through the webcast via Elkem's website will not be logged into the Lumi AGM platform and consequently not be able to raise questions or cast votes.
A shareholder not able to participate by himself/herself at the general meeting, may by 16 November 1600 (CET) cast a vote in advance on each agenda item (i) via a link at the company's website or (ii) via VPS Investor Services (the reference number and the PIN-code given in the combined form for voting and proxy, are required) or by email to [email protected] or by post to DNB Bank ASA, Registrars Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Within the deadline set for voting in advance, the votes given can be withdrawn or replaced.
Shareholders wishing to vote at the extraordinary general meeting by proxy may send their proxy form (i) by e-mail to [email protected] or (ii) by post to DNB Bank ASA, Registrars Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. The proxy form must be received by DNB Bank ASA within 16 November 1600 (CET). Proxies issued without voting instructions may also be submitted electronically (i) via a link at the company's website or (ii) through VPS Investor Services. A combined voting and proxy form with instructions for use has been distributed to the shareholders as an appendix to this notice and is also available on www.elkem.com/investor/debt-and-shareinformation/annual-general-meeting/extraordinary-general-meeting-2023/. Identity papers of both the proxyholder and the shareholder, and a certificate of registration if the shareholder is a corporate body, must be enclosed with the proxy form which also needs to be signed and dated.
Shareholders that cast votes in advance or grants a proxy can still log on the extraordinary general meeting to follow the business and raise questions, but the shareholders will be prevented from casting additional votes. However, given proxies can be withdrawn by sending a message in the chat room of the meeting, after having logged on before the meeting starts. DNB Bank ASA, Registrars Department, will then be able to reset the right to cast votes. For shareholders following the live webcast without logging on via Lumi AGM as a shareholder, the advanced vote/proxy will remain effective.
According to the Norwegian Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who are responsible for conveying votes or enrollment. Custodians must according to Section 5-3 of the Norwegian Public Limited Liability Companies Act register this with the company no later than 2 business days before the general meeting.
Shareholders can require that members of the board of directors and the CEO during the extraordinary general meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the annual report; (ii) items that are presented to the shareholders for decision; and (iii) the company's financial situation, including information about activities in other companies in which the company participates, and (iv) other matters to be discussed at the general meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the company. Shareholders have the right to table draft resolutions for items included in the agenda.
| Elkem ASA Elkem Headquarters |
Organsation no NO 911382008MVA |
Phone +47 22 45 01 00 Fax |
|---|---|---|
| P.O Box 334, Skøyen | Bank Account | +47 22 45 01 11 |
| 0213 Oslo Norway |
7038.05.23696 7001.05.19029 |
elkem.no |

Elkem ASA is a public limited liability company governed by Norwegian law, including the Norwegian Public Limited Liability Companies Act and the Securities Trading Act. As of the date of this notice, the company has issued in total 639,441,378 shares, each of which represent one vote. The shares also confer equal rights in all other respects. As of the date of this notice, Elkem ASA owns 5,551,090 shares which will not be voted for. The total number of shares with voting rights is accordingly 633,890,288.
This notice, other agenda papers and the company's Articles of Association are available at the company's website. However, shareholders may receive copies of the documents upon request by contacting Elkem ASA, Investor Relations, at e-mail address: [email protected]. A combined form for voting in advance and proxy for the extraordinary general meeting has been distributed to the shareholders together with this notice of the meeting
* * * *
Oslo, 25 October 2023 On behalf of the board of directors of Elkem ASA
Appendices:
Appendix 1: Form of advance vote and proxy
Elkem ASA Elkem Headquarters Organsation no NO 911382008MVA
P.O Box 334, Skøyen 0213 Oslo Norway
Bank Account 7038.05.23696 7001.05.19029 Phone +47 22 45 01 00 Fax
+47 22 45 01 11
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.