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Elkem Proxy Solicitation & Information Statement 2026
3589_rns_2026-04-09_19a60fcf-afa4-40c2-84e3-814cc6b4523d.pdf
Proxy Solicitation & Information Statement
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Elkem
To the shareholders of Elkem ASA
NOTICE OF AN ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of Elkem ASA (the "Company") will be held on 30 April 2026 at 09:30 CEST by way of a digital meeting.
Shareholders may cast their votes electronically in real time or alternatively in advance or by proxy. A guide on digital attendance and electronic voting is set out as an appendix to this notice and is available on the Company's website.
All information regarding the annual general meeting and all documents that will be dealt with by the annual general meeting, are available on the following website: www.elkem.com/investor/debt-and-share-information/annual-general-meeting/.
The following matters are on the agenda for the annual general meeting:
1. OPENING OF THE ANNUAL 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 general meeting, either by advance vote, by proxy or by logging on to the digital meeting.
2. ELECTION OF CHAIRPERSON FOR THE MEETING AND A PERSON TO CO-SIGN THE MINUTES
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 proposes 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".
3. APPROVAL OF THE NOTICE AND THE AGENDA
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 are approved, and the annual general meeting is considered validly convened."
4. APPROVAL OF THE FINANCIAL STATEMENTS AND THE REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2025 FOR ELKEM ASA AND THE GROUP
Reference is made to the Company's annual report, which includes the annual financial statements (including notes and the statutory auditor report), the report from the board of directors and the ESG-report (reporting on environmental, social and governance topics) for the financial year 2025. The complete annual report is available at the Company's website.
The board of directors proposes that the general meeting adopts the following resolution:
"The general meeting approves the annual financial statements, the report from the board of directors and the ESG-report for Elkem ASA and the group for the financial year 2025. The general meeting approves the board of directors' proposal that no dividend be distributed for the financial year 2025."
5. THE BOARD OF DIRECTORS' REPORT ON CORPORATE GOVERNANCE
Pursuant to section 5-6 (5) of the Norwegian Public Limited Liability Companies Act, the annual general meeting shall review and evaluate the board of directors' report on corporate governance which has been prepared in accordance with section 3-3b of the Norwegian Accounting Act. The corporate governance report for 2025 is included in the annual report, which is available at the Company's website.
The corporate governance report is not subject to a vote.
Elkem
6. ADVISORY VOTE ON THE BOARD OF DIRECTORS' REPORT ON SALARY AND OTHER REMUNERATION FOR LEADING PERSONNEL FOR 2025
In accordance with section 6-16b (2) of the Norwegian Public Limited Liability Companies Act, supplemented by the Regulations for guidelines and reports on salary and other remuneration for leading personnel, the board of directors has prepared a report on salary and other remuneration for leading personnel for 2025. The report has been reviewed by the Company's auditor in accordance with section 6-16b (4). The report is available at the Company's website.
In accordance with section 5-6 (4) of the Norwegian Public Limited Liability Companies Act, with reference to section 6-16b (2), the annual general meeting shall consider the board of directors' report on salary and other remuneration for leading personnel by an advisory vote.
The board of directors proposes that the general meeting adopts the following resolution:
"The general meeting endorses the board of directors' report on salary and other remuneration for leading personnel for 2025."
7. APPROVAL OF REMUNERATION TO THE COMPANY'S EXTERNAL AUDITOR FOR 2025
The board of directors proposes that the fee for the legally required audit performed by the Company's external auditor, KPMG AS, of NOK 8,041,313 for the financial year 2025, is approved.
Information on other fees to KPMG AS is included in note 9 to the Company's financial statements for 2025, which is available at the Company's website.
The board of directors proposes that the general meeting adopts the following resolution:
"The general meeting approves the audit fee of NOK 8,041,313 to the Company's external auditor, KPMG AS, for the legally required audit for the financial year 2025."
8. AMENDMENT OF THE ARTICLES OF ASSOCIATION
The board of directors proposes to amend the Company's articles of association in order to allow the Company's nomination committee to consist of up to four members. On this basis, the board of directors proposes that the general meeting resolves to amend § 7 of the Company's articles of association to read as follows:
"§ 7 Nomination committee
The company shall have a nomination committee. The nomination committee shall consist of three or four members, according to the decision of the general meeting. The members of the committee, including the chairperson, shall be elected by the general meeting. Unless otherwise resolved by the general meeting, the elections shall be held every two years.
The nomination committee shall make recommendations to the general meeting for the election of shareholder elected board members and members of the nomination committee, and the remuneration to the members of the board of directors and the nomination committee. The remuneration to the members of the nomination committee shall be resolved by the general meeting. The general meeting may establish guidelines for the nomination committee."
9. ELECTION OF DIRECTORS TO THE BOARD OF DIRECTORS
On 13 February 2026, the Company announced that it has entered into a final share purchase agreement (the "Share Purchase Agreement") regarding the sale of the majority of its Silicones division by the sale of all shares in certain subsidiaries to its largest shareholder, Bluestar Elkem International Co. Ltd. S.A. ("Bluestar") and China National Bluestar (Group) Co., Ltd (the "Transaction").
In accordance with the Share Purchase Agreement, it is the Company's intention that the election of new shareholder-elected board members, following which Bluestar shall have no representation on the Company's board of directors, shall be conditional on and effective from the completion of the Transaction ("Closing"). Bluestar has undertaken to abstain from voting its shares in respect of this agenda item.
Closing of the Share Purchase Agreement may occur on or after the date of the annual general meeting, depending on when the conditions for Closing are satisfied. As the terms of office of the current shareholder-elected board members (with the exception of Bo Li) expire at the annual general meeting, and the new board members' assumption of office is conditional on Closing, it is proposed that the current shareholder-elected board members will continue in their positions until Closing takes place should this occur after the date of the annual general meeting.
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Reference is made to the recommendation from the nomination committee, which is available at the Company's website.
The board of directors proposes that the general meeting considers the recommendation for the election of board members in one combined vote, and adopts the following resolution:
"The general meeting endorses the recommendation from the nomination committee, and resolves – conditional on and effective from Closing – that the following are elected as shareholder-elected board members: Helge Aasen (effective from the date of his retirement as CEO, for a two-year term until the annual general meeting in 2028), Marianne Elisabeth Johnsen (re-elected for a one-year term until the annual general meeting in 2027), Christian Must (for a two-year term until the annual general meeting in 2028), Astri Margrethe Hilde (for a two-year term until the annual general meeting in 2028) and Richard Olav Aa (for a two-year term until the annual general meeting in 2028).
The current shareholder-elected board members will continue in their positions from the time of the annual general meeting until Closing takes place, cf. section 6-6 third paragraph of the Norwegian Public Limited Liability Companies Act. Upon Closing, the current board members who are not re-elected resign, and the new board members assume their positions simultaneously."
The Company will – if the resolution above is resolved – effective from Closing have the following shareholder-elected board members with terms of office given in brackets; Helge Aasen, (until the annual general meeting 2028); Marianne Elisabeth Johnsen (until the annual general meeting 2027); Christian Must (until the annual general meeting 2028); Astri Margrethe Hilde (until the annual general meeting 2028); Richard Olav Aa (until the annual general meeting 2028).
10. ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE
Reference is made to the proposal from the nomination committee, which is available at the Company's website.
In accordance with the Share Purchase Agreement, it is the Company's intention that the election of new members to the nomination committee, following which Bluestar shall have no representation in the nomination committee, shall be conditional on and effective from Closing. Bluestar has undertaken to abstain from voting its shares in respect of this agenda item.
As the terms of office of the current nomination committee members (with the exception of Anne Grethe Dalane) expire at the annual general meeting, and the new nomination committee members' assumption of office is conditional on Closing, the current nomination committee members will continue in their positions until Closing takes place.
The board of directors proposes that the general meeting considers the proposal for election of members to the nomination committee, and adopts the following resolution:
"The general meeting endorses the recommendation from the nomination committee, and resolves – conditional on and effective from Closing – that the following are elected as members of the nomination committee: Sverre Sellæg Tysland (re-elected as chair for a one-year term until the annual general meeting in 2027), Karl Mathisen (for a two-year term until the annual general meeting in 2028) and Nicolay Nordheim Kuhnle (for a two-year term until the annual general meeting in 2028). Anne Grethe Dalane continues as a member of the nomination committee in accordance with her current term of service (until the annual general meeting in 2027). Anne Grethe Dalane will step down if the proposed amendment of the articles of association to allow four members of the nomination committee (agenda item 8) is not approved.
The current nomination committee members will continue in their positions until Closing takes place. Upon Closing, the positions of the current nomination committee members who are not re-elected or otherwise continuing in their positions pursuant to this resolution shall cease, and the newly elected nomination committee members shall assume office simultaneously."
11. DETERMINATION OF REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
Reference is made to the proposal from the nomination committee, which is available at the Company's website.
The board of directors proposes that the general meeting adopts the following resolution:
"The general meeting approves the nomination committee's proposal for remuneration to the board of directors."
12. DETERMINATION OF REMUNERATION OF THE NOMINATION COMMITTEE
Reference is made to the proposal from the nomination committee, which is available at the Company's website.
The board of directors proposes that the general meeting adopts the following resolution:
Elkem
"The general meeting approves the nomination committee's proposal for remuneration to the nomination committee."
13. BOARD AUTHORISATION IN CONNECTION WITH THE PRIVATE PLACEMENT AND THE SUBSEQUENT OFFERING
13.1 Board authorisation in connection with the private placement
On 9 March 2026, the general meeting of the Company resolved to approve the Share Purchase Agreement and the redemption of all of Bluestar's 338,338,536 shares in the Company.
The redemption of Bluestar's shares in the Company will result in a significant reduction in the Company's equity, and the board of directors desired to secure the Company access to new equity prior to entering into the Share Purchase Agreement. The Company therefore engaged ABG Sundal Collier ASA to secure underwriting for a share issue in the amount of NOK 1.5 billion.
As announced on 13 February 2026, Folketrygdfondet, Must Invest, DNB Asset Management, Nordea Investment Management and Perestroika (the "Underwriters") have entered into an underwriting agreement with the Company whereby the Underwriters have underwritten the full subscription of a private placement of NOK 1.5 billion (the "Private Placement").
The Private Placement will provide the Company with an adequate capital structure following completion of the Transaction, ensure that the Company maintains financial key ratios related to interest-bearing debt in line with what these would have been without the Transaction, and facilitate for the refinancing of existing debt that the Company plans to conduct following completion of the Transaction.
The Private Placement will be carried out as a private placement on market terms, where the subscription price is being determined on the basis of a bookbuilding process, with reference to Norwegian market practice and the prevailing market conditions at the relevant point in time.
The Private Placement will necessitate a deviation from the shareholders' preferential rights to be allocated and subscribe for the new shares, cf. the Norwegian Public Limited Liability Companies Act section 10-4, cf. section 10-5.
The Company plans that a subsequent offering shall be conducted following the Private Placement to provide Eligible Shareholders (as defined below) with the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement (ref item 13.2 below).
Against this background, the board of directors proposes that the general meeting resolves to pass the following resolution:
"The general meeting grants the board of directors the following authorisation:
1) In accordance with Section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to increase the Company's share capital by up to NOK 627,297,580.
2) The authorisation may be utilised in connection with a private placement with gross proceeds of up to NOK 1,500,000,000.
3) The shareholders' pre-emption rights to the new shares may be deviated from, cf. Section 10-4, cf. Section 10-5 of the Norwegian Public Limited Liability Companies Act.
4) The authorisation will remain in force from the later of the time the resolution is registered in the Norwegian Register of Business Enterprises and Closing, and until the Company's annual general meeting in 2027, but in no event later than 30 June 2027.
5) The authorisation does not include an increase in share capital by contribution in kind or the right to incur special obligations for the Company, cf. Section 10-2 of the Norwegian Public Limited Liability Companies Act.
6) The authorisation does not include an increase in share capital through a merger in accordance with Section 13-5 of the Norwegian Public Limited Liability Companies Act."
13.2 Board authorisation in connection with the subsequent offering
To facilitate the board of directors' ability to resolve an issue in which Eligible Shareholders are granted the right to subscribe for new shares in the Company following completion of the Private Placement (the "Subsequent Offering") the same subscription price as in the Private Placement, the board of directors proposes that a separate authorisation be adopted granting the board of directors the authority to resolve such an issue.
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"Eligible Shareholders" will be shareholders in the Company as of a date to be determined by the board of directors and who are not resident in a jurisdiction where an offer to participate in the transaction would be unlawful, or for jurisdictions other than Norway and any other jurisdiction(s) decided by the board of directors, would require any approval, registration, filing or similar action of a registration document or prospectus.
The size of the Subsequent Offering will be determined by the board of directors following completion of the Private Placement, and will, in accordance with market practice, among other things be based on the allocation to existing shareholders in the Private Placement.
It is therefore proposed that the board of directors, when utilising the authorisation proposed below, may deviate from shareholders' pre-emptive rights pursuant to Section 10-4 cf. Section 10-5 of the Norwegian Public Limited Liability Companies Act. The reason for this is that Eligible Shareholders who are not allocated shares in the Private Placement will be given priority in the allocation of the shares offered in the Subsequent Offering, and it is expected that the authorisation to resolve the Subsequent Offering will be exercised after the date used to determine who are Eligible Shareholders.
The subscription period for the Subsequent Offering may only commence once the Company has prepared and published a prospectus approved by the Financial Supervisory Authority of Norway (Finanstilsynet).
Against this background, the board of directors proposes that the general meeting resolves to pass the following resolution:
"The general meeting grants the board of directors the following authorisation:
1) In accordance with Section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to increase the Company's share capital by up to NOK 125,459,515.
2) The shareholders' pre-emption rights to the new shares may be deviated from, cf. Section 10-4, cf. Section 10-5 of the Norwegian Public Limited Liability Companies Act.
3) The authorisation will remain in force from the later of the time the resolution is registered in the Norwegian Register of Business Enterprises and Closing, and until the Company's annual general meeting in 2027, but in no event later than 30 June 2027, and may only be used once.
4) The authorisation does not include an increase in share capital by contribution in kind or the right to incur special obligations for the Company, cf. Section 10-2 of the Norwegian Public Limited Liability Companies Act.
5) The authorisation does not include an increase in share capital through a merger in accordance with Section 13-5 of the Norwegian Public Limited Liability Companies Act."
The board of directors proposes that the resolutions in item 13.1 and 13.2 are voted for in one combined vote.
14. AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY UP TO 10 PER CENT
To ensure that the board of directors has financial flexibility and to enable quick access to the equity capital market, enable the board of directors to issue new shares in the event of an acquisition with shares as settlement, and to issue shares for other purposes, the board of directors proposes that it is granted an authorisation to increase the Company's share capital. The board of directors proposes that it is granted an authorisation to increase the share capital by up to 10% of the Company's current share capital, provided however that the authorisation shall not be used for an amount exceeding 10% of the Company's share capital following the redemption of Bluestar's shares and the capital increases referred to in items 13.1 and 13.2. To exercise the authorisation in the best possible commercial manner, it may be relevant in certain situations to make a private placement of shares directed at certain named persons and/or enterprises. It may also be appropriate to use the authorisation in the event of acquisition of business undertakings, assets or rights with shares as settlement. It is therefore also proposed that the board of directors is authorised to deviate from the shareholders' preferential right when using the authorisation.
The board of directors therefore proposes that the general meeting adopts the following resolution:
"The general meeting grants the board of directors the following authorisation:
1) Pursuant to section 10-14 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to increase the company's share capital with an amount up to NOK 319,720,689 - corresponding to 10 per cent of the Company's current share capital, provided however that the authorisation shall not be used for an amount exceeding 10% of the Company's share capital following the redemption of Bluestar's shares and the capital increases referred to in items 13.1 and 13.2.
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2) The authorisation is valid from the later of the time the resolution is registered in the Norwegian Register of Business Enterprises and Closing, and until the company's annual general meeting in 2027, but no longer than to and including 30 June 2027.
3) The shareholders' preferential right to the new shares pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act, may be deviated from.
4) The authorisation covers share capital increases against contribution in kind, cf. section 10-2 of the Norwegian Public Limited Liability Companies Act.
5) The authorisation covers share capital increase in connection with mergers pursuant to section 13-5 of the Norwegian Public Limited Liability Companies Act."
15. AUTHORISATION TO THE BOARD OF DIRECTORS TO ACQUIRE TREASURY SHARES
In order to allow the board of directors to utilise the mechanisms permitted by the Norwegian Public Limited Liability Companies Act to acquire treasury shares, the board of directors proposes that the general meeting grants the board of directors an authorisation to acquire shares in the Company, with a total nominal value of up to NOK 150,551,421, equal to 10% of the share capital following the redemption of Bluestar's shares. The board of directors proposes that the authorisation can be used to acquire shares that may be used to fulfil the Company's obligations in connection with acquisitions, incentive arrangements for employees, fulfilment of earn-out arrangements, sale of shares to strengthen the Company's equity or deletion of shares.
The board of directors proposes that the general meeting adopts the following resolution:
"The general meeting grants the board of directors the following authorisation:
1) Pursuant to section 9-4 of the Norwegian Public Limited Liability Companies Act, the board of directors is granted an authorisation to acquire own shares with a total nominal value of up to NOK 150,551,421, corresponding to 10 per cent of the Company's share capital following the redemption of Bluestar's shares.
2) The maximum amount to be paid for each share is NOK 150 and the minimum amount is NOK 1.
3) 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.
4) The authorisation is valid from the later of the time the resolution is registered in the Norwegian Register of Business Enterprises and Closing, and until the Company's annual general meeting in 2027, but no longer than to and including 30 June 2027.
5) Shares acquired under the authorisation may either be used to fulfil the Company's obligations in connection with acquisitions, incentive arrangements for employees, fulfilment of earn-out arrangements, sale of shares to strengthen the Company's equity or deletion of shares."
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Attendance
Those who are shareholders of the Company on 23 April 2026 (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 board of directors has considered that a digital meeting will ensure a proper conduct of the meeting. The 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 – all attendees have to log on the website: https://dnb.lumiconnect.com/. Elkem ASA's meeting ID will be: 100-048-757-906. Alternatively a shareholder may use the following direct link https://dnb.lumiconnect.com/100-048-757-906.
Shareholders attending the general meeting do not need to pre-register (see below for custodians). Please note that attendance with voting rights will require logon before the meeting starts. Login will be possible one hour in advance. If you are not logged in before the meeting starts, you will be granted access, but without the right to vote. Further guidance 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 annual 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 annual general meeting in advance and no later than two business days before the general meeting, cf. section 5-3 of the Norwegian Public Limited Liability Companies Act.
Guests
Guests may not attend the annual general meeting.
Vote in advance
A shareholder not able to participate by himself/herself at the general meeting, may by 28 April 2026 at 16:00 (CEST) 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 e-mail 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.
Proxy
Shareholders wishing to vote at the annual 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 28 April 2026 at 16:00 (CEST). 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-share-information/annual-general-meeting/. 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 grant a proxy can still log on the annual 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.
Shares registered by nominee / custodian accounts
Pursuant 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 two business days before the general meeting.
Shareholders' rights in connection with the general meeting
Shareholders have the right to have items included in the agenda of the annual general meeting, provided that each such item is forwarded in writing to the board of directors, together with a draft resolution or a justification as to why the item should be included in the agenda. Any proposal must be received within 2 April 2026 at the latest – please refer to notification at Elkem ASA's website dated 2 March 2026.
Shareholders can require that members of the board of directors and the CEO during the annual general meeting provide available information about matters which may affect the assessment of (i) the approval of the annual
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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.
Number of shares with voting rights
Elkem ASA is a public limited liability company governed by Norwegian law, including the Norwegian Public Limited Liability Companies Act and the Norwegian 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 5,221,900 shares which will not be voted for. The total number of shares with voting rights is accordingly 634,219,478. Please note that the Company resolved to carry out a capital reduction on 9 March 2026, pursuant to which 338,338,536 shares will be cancelled. Such capital reduction has not yet been completed, but is expected to be completed on or about 30 April 2026.
Other matters
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 annual general meeting has been distributed to the shareholders together with this notice of the meeting.
Oslo, 9 April 2026
On behalf of the board of directors of Elkem ASA
Bo Li
Chairman of the board of directors
Documents available at Elkem ASA's website:
General
- Form of advance vote and proxy
- Guideline for digital participation
Agenda item 4:
- Annual Financial Statements – Group
Annual Report page 174-277 - Annual Financial Statements – Elkem ASA
Annual Report page 278-323 - The board of directors' report
Annual Report page 38-52 - ESG report
Annual Report page 74-171 - The auditor's report
Annual Report page 324-328
Agenda item 5:
- The board of directors' report on corporate governance
Annual report page 56-66
Agenda item 6:
- The board of directors' report on salary and other remuneration for leading personnel in 2025
Agenda item 9, 10, 11 and 12:
- The recommendation from the nomination committee
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Ref no:
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Notice of annual general meeting
The annual general meeting of Elkem ASA will be held on 30 April, 2026, at 09:30 (CEST) as a digital meeting.
The shareholder is registered with the following number of shares at summons: ___ and has the right to vote for the number of shares owned on the record date, 23 April 2026.
The annual general meeting is held as a digital meeting whereby shareholders must participate online and may cast their vote electronically. If a shareholder wishes to participate, but not vote in the meeting, a proxy or advance vote may be given. A guide describing how you as a shareholder should participate digitally at the annual general meeting is available on the company's website at: www.elkem.com/investor/debt-and-share-information/annual-general-meeting/.
The deadline for putting registration of advance votes, proxies and instructions is 28 April 2026, at 16:00 (CEST).
You are identified by your reference number and PIN code. The reference number and PIN code are obtained from VPS Investor Services https://investor.vps.no/garm/auth/login (select Corporate Actions – General Meeting – ISIN) or received by post (for non-electronic actors) by e-mail to [email protected] or by post to DNB Bank ASA, Registrars Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Shareholders may also obtain their reference number and PIN code by contacting DNB Bank ASA, Registrars Department by phone +47 23 26 80 20 (8:00 to 15:30 CEST) or by e-mail [email protected].
Shares held by custodians
According to the Public Limited Liability Companies Act Section 1-8, as well as regulations on intermediaries covered by the Central Securities Act Section 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 is responsible for conveying votes or enrolment. 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.
Advance votes
Advance votes may only be casted electronically through the company's website (see the link above) using your reference number and PIN code, or via VPS Investor Services (select Corporate Actions – General Meeting – ISIN). Investor Services can be accessed either through https://investor.vps.no/garm/auth/login or your account operator.
Electronic registration
(Alternatively, use "Form for submission by post or e-mail for shareholders who cannot register their votes electronically")
Step 1 – Register during the enrollment/registration period:
- Either through the company's website: https://www.elkem.com/investor/debt-and-share-information/annual-general-meeting/ 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 no need for registration for online participation.
"Advance vote" - If you would like to vote in advance of the meeting
"Delegate Proxy" - Give proxy to the deputy chair of the board or another person
"Close" - Press this if you do not wish to make any registration.
Step 2 – general meeting day:
Online participation: Please login through https://dnb.lumiconnect.com/100-048-757-906. 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 Bank Registrars Department by phone +47 23 26 80 20 (08:00 – 15:30 CEST).
If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.
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Ref no:
PIN - code:
Form for submission by post or e-mail for shareholders who cannot register their elections electronically (ref the previous page).
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 Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 28 April 2026 at 16:00 (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secure the e-mail.
shares would like to be represented at the general meeting in Elkem ASA as follows (mark off):
☐ Proxy to the deputy chairman of the board of directors or the person he or she authorises (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 holder if you wish to give instructions on how to vote):
(enter the proxy holder's name in the block letters. If no name is indicated then this will be construed as a proxy to the Chair of the board of directors or the person he or she authorises)
Note: Proxy holder must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 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 election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy holder determines the voting.
| Agenda for the annual general meeting | For | Against | Abstention | |
|---|---|---|---|---|
| 2 | Election of chairperson for the meeting and a person to countersign the minutes | ☐ | ☐ | ☐ |
| a) Election of Hans Cappelen Arnesen as Chairperson for the meeting | ☐ | ☐ | ☐ | |
| b) Election of Morten Viga to countersign the minutes | ☐ | ☐ | ☐ | |
| 3 | Approval of the notice and the agenda | ☐ | ☐ | ☐ |
| 4 | Approval of the financial statements and the report of the board of directors for the financial year 2025 for Elkem ASA and the group | ☐ | ☐ | ☐ |
| 6 | Advisory vote on the board of directors’ report on salary and other remuneration for leading personnel for 2025 | ☐ | ☐ | ☐ |
| 7 | Approval of remuneration to the Company’s external auditor for 2025 | ☐ | ☐ | ☐ |
| 8 | Amendment of the articles of association | ☐ | ☐ | ☐ |
| 9 | Election of directors to the board of directors | ☐ | ☐ | ☐ |
| 10 | Election of members to the nomination committee | ☐ | ☐ | ☐ |
| 11 | Determination of remuneration of members of the board of directors | ☐ | ☐ | ☐ |
| 12 | Determination of remuneration of the nomination committee | ☐ | ☐ | ☐ |
| 13.1 | Board authorisation in connection with the private placement | ☐ | ☐ | ☐ |
| 13.2 | Board authorisation in connection with the subsequent offering | ☐ | ☐ | ☐ |
| 14 | Authorisation to the board of directors to increase the share capital by up to 10 per cent | ☐ | ☐ | ☐ |
| 15 | Authorisation to the board of directors acquire treasury shares | ☐ | ☐ | ☐ |
Place
Date
Shareholder's signature
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GUIDE FOR ONLINE PARTICIPATION ELKEM ASA 30 APRIL 2026
Elkem ASA will hold its annual general meeting on 30 April 2026 at 09:30 (CEST) as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online.
We also point out that you also can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.
By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext VPS) in relation to this General Meeting.
No registration is required for shareholders who want to participate online, but shareholders must be logged in before the general meeting starts. Log ins after meeting has started will receive access, but with no voting rights.
Shareholder who do not find their reference number and PIN code for access, or have other technical questions are welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30 (CEST))
HOW TO ACCESS THE ONLINE GENERAL MEETING
To be able to participate online, you must 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: 100-048-757-906 and click Join:
Alternatively put direct link in your browser https://dnb.lumiconnect.com/100-048-757-906
As 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 general meeting
Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting. If you for some reason log off, just log in again following steps above.
HOW TO RECEIVE 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).
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
When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.
To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one if desired.
To change your vote, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.
NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.
QUESTIONS TO THE CHAIRPERSON
MESSAGING
Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open.
If you would like to ask a question relating to the items on the agenda, select the messaging icon.
Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.
Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.
All shareholders who submit questions will be identified with their full names, but not holding of shares.
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