AGM Information • Mar 31, 2023
AGM Information
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English office translation. In case of discrepancies the Norwegian version shall prevail.
To the shareholders of Entra ASA
Entra ASA will hold its annual general meeting on Tuesday, 25 April 2023 at 10:00 (CEST). This notice is also available on the company's website at www.entra.no. The general meeting will be held physically at the company's offices in Biskop Gunnerus' gate 14A, 0185 Oslo, Norway, with an option to attend digitally. See further information on attendance below.
The general meeting has the following
Reference is made to the annual report for 2022, including the annual accounts, the board of director's report and the auditor's statement, which is available at the company's website, https://www.entra.no/investor-relations/reports-and-presentations.
The board proposes that the general meeting resolves to distribute dividend in the amount of NOK 2.50 per share for the second half of 2022. This proposed dividend comes in addition to the dividend of NOK 2.60 per share as resolved by the board on 18 October 2022 and distributed on 2 November 2022 pursuant to the board authorisation granted by the annual general meeting in 2022, cf. item 6 of the minutes of the general meeting available at https://www.entra.no/investor-relations/article/generalmeeting. Accordingly, the total dividend amount distributed for 2022 will be NOK 5.10 per share.
The dividend of NOK 2.50 per share is proposed paid to the company's shareholders as of 25 April 2023, as registered in Euronext Securities Oslo (VPS) on 27 April 2023, and the shares will trade exclusive the right to receive dividend from and including 26 April 2023. If the board's proposal is approved, the payment date of the dividend is expected to be on or about 4 May 2023.
The board proposes that the general meeting resolves as follows:
The board authorisation to distribute semi-annual dividend based on the approved annual accounts for 2021 expires at the annual general meeting in 2023. The board proposes that the general meeting grants an authorisation to the board to resolve distributions of dividends based on the company's annual accounts for 2022, in order to continue the practice of distributing dividends on a semi-annual basis.

The grounds for the proposal is that Entra ASA has a stable and predictable operational cash flow, which in the board's opinion should be reflected through the company's dividend policy, by making the shares in Entra ASA a stable dividend share.
The board proposes that the general meeting resolves as follows:
Reference is made to the account on corporate governance dated 10 March 2023, prepared in accordance with section 3-3b of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance (NUES), last amended on 14 October 2021. The account is included on page 84 et seq. in the annual report for 2022.
Pursuant to section 5-6 (5) of the Public Limited Liability Companies Act, the general meeting shall consider the account on corporate governance. The account is not subject to vote.
The board of directors has prepared a report in accordance with section 6-16 b of the Public Limited Liability Companies Act, providing an overview of paid and outstanding salaries and other remuneration to senior personnel. The company's auditor has controlled that the report is in accordance with statutory law and the regulation of 11 December 2020 no. 2730 on guidelines and report on remuneration for senior executives. The report is available on https://www.entra.no/investorrelations/article/general-meeting.
The annual general meeting shall hold an advisory vote on the report, cf. section 5-6 (4) and section 6-16 b (2) of the Public Limited Liability Companies Act.
The board proposes that the general meeting passes the following resolution:
The general meeting endorses the board of directors' report on salaries and other remuneration to senior personnel for the financial year 2022, in accordance with § 6-16 b of the Public Limited Liability Companies Act.
The board's authorisation to acquire shares in Entra ASA granted by the annual general meeting in 2022 expires at the annual general meeting in 2023. Thus, the board of directors proposes that the general meeting grants the board a new authorisation to acquire shares in the company with an aggregated par value of up to approximately 5% of the company's share capital. The maximum purchase price for the shares is proposed set to up to NOK 2,731,980,825.
The buy-back of the company's own shares pursuant to the proposed authorisation would benefit shareholders as the remaining shares would hold a higher stake of ownership in the company. The purpose of the proposal is to enable the board to utilise the mechanisms pursuant to the Public Limited Liability Companies Act as regards distribution of capital to the company's shareholders. The existing authorisation was not used in 2022.

Any acquisition of the company's own shares is conditional on such shares being cancelled by a subsequent share capital decrease to be resolved by a new general meeting.
The Board proposes that the general meeting resolves as follows:
Reference is made to the annual general meeting in 2022, where the general meeting resolved to authorise the board of directors to acquire shares in Entra ASA in connection with the company's share scheme for all employees in the Entra group, as well as the long-term incentive scheme for members of the senior management of the Entra group (the LTI Scheme). The authorisation expires at the annual general meeting in 2023.
In order to continue to use the company's own shares for the share scheme for all employees in the Entra group, as well as for the LTI Scheme, the board of directors proposes that the general meeting authorises the board to acquire up to 500,000 of the company's shares, with an aggregated par value of up to NOK 500,000, equivalent to approximately 0.27% of the share capital, for a maximum purchase price of up to NOK 150,000,000.
The LTI Scheme is described in the guidelines on remuneration to senior personnel prepared by the board, and was considered by the annual general meeting on 22 April 2022. Information on the LTI Scheme is available at https://www.entra.no/investor-relations/general-meeting.
The board proposes that the general meeting resolves as follows:

The board's authorisation to increase the company's share capital, granted by the annual general meeting in 2022, expires at the annual general meeting in 2023. The board of directors proposes that the general meeting grants the board a new authorisation to increase the company's share capital by issuance of new shares with an amount equivalent of up to 10% of the share capital. The proposed authorisation may be used to strengthen the company's equity or to cover capital needs in connection with business opportunities.
With respect to the subscription of the new shares, there are no circumstances that should be taken into account besides those that are generally involved when investing in listed shares. Furthermore, the proposal involves that the shareholders' preferential rights to subscribe for shares pursuant to section 10-4 of the Public Limited Liability Companies Act may be set aside, cf. section 10-5. The board considers it to be in the best interest of the company and its shareholders that the board is provided the necessary flexibility to increase the share capital for the purposes set out above.
The board proposes that the general meeting resolves as follows:
In order to provide the company with flexibility in a finance market under continuous development, the board of directors proposes that the general meeting authorises the board to issue convertible loans of an amount equal to a share capital increase of up to 10% of the company's share capital. The proposed authorisation would give the board the opportunity to utilize the financial instruments and mechanisms provided for by the Public Limited Liability Companies Act.
With respect to the subscription of shares following conversion, there are no circumstances that should be taken into account besides those that are generally involved when investing in listed shares. In order to achieve the purpose of the authorisation, the proposal involves that the shareholders' preferential rights pursuant to section 11-4 of the Public Limited Liability Companies Act may be set aside. The board considers it to be in the best interest of the company and its shareholders that the board is provided with necessary flexibility to issue convertible loans to secure appropriate financing of the company's capital needs.
The board proposes that the general meeting resolves as follows:
1. The board of directors is authorised to issue one or more loans which gives the creditor the right to require issuance of shares against payment in cash or against set-off of the claim.

The board proposes that the general meeting resolves as follows:
The general meeting approves the remuneration to the company's auditor of NOK 1,074,840, ex. VAT for 2022.
With respect to items 14 to 16, reference is made to the recommendations by the nomination committee which are available on the company's website at https://www.entra.no/investorrelations/general-meeting.
The board of directors proposes that the company's articles of association are amended to ensure compliance with the new statutory requirements set out in the Norwegian Public Limited Liability Companies Act that will apply as of 1 July 2023. The amended statutory provisions include that the company may not decide to accept late notices of attendance, if a requirement to give prior notice of attendance is set out in the articles of association. Hence, the board proposes that the general meeting resolves to remove the current requirement of prior notice of attendance set out in the second paragraph of § 8.
The board proposes that the general meeting resolves as follows:
The current second paragraph of the company's articles of association § 8 is removed, and § 8 shall read as follows:
" På den ordinære generalforsamlingen skal følgende saker behandles og avgjøres:
Aksjeeiere som ønsker å delta i generalforsamlingen, skal meddele dette til selskapet innen en frist som angis i innkallingen, og som ikke kan utløpe tidligere enn fem dager før generalforsamlingen. Har aksjeeieren ikke meldt seg i rett tid, kan vedkommende nektes adgang.

Dokumenter som gjelder saker som skal behandles på generalforsamlingen, herunder dokumenter som i henhold til lov skal inntas i eller vedlegges innkallingen, trenger ikke sendes aksjeeierne dersom dokumentene gjøres tilgjengelig på selskapets internettsider. En aksjeeier kan likevel kreve å få tilsendt dokumenter som gjelder saker som skal behandles på generalforsamlingen.
Styret kan beslutte at aksjeeier kan avgi skriftlig forhåndsstemme i saker som skal behandles på generalforsamlinger i selskapet. Slike stemmer kan også avgis ved elektronisk kommunikasjon. Adgangen til å avgi forhåndsstemme er betinget av at det foreligger en betryggende metode for å autentisere avsenderen. Styret kan fastsette nærmere retningslinjer for skriftlige forhåndsstemmer. Det skal fremgå av innkallingen til generalforsamlingen om det er gitt adgang til skriftlig stemmegivning før generalforsamlingen, og hvilke retningslinjer som eventuelt er fastsatt for slik stemmegivning."
Entra ASA is a public limited liability company governed by the Norwegian Public Limited Liability Companies Act. As of the date of this notice, there are 182,132,055 issued shares in Entra ASA, each with a par value of NOK 1. Each share carries one vote.
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Shareholders are entitled to vote at the general meeting according to the number of shares of which the shareholder in question is registered as beneficial owner in the Euronext Securities Oslo (VPS) at the time of the general meeting. If a shareholder has purchased shares but has not registered such purchase in the VPS at the time of the general meeting, the voting rights for the assigned shares can only be exercised if the shareholder has been registered for the general meeting before the deadline, and the purchase has been notified and documented according to applicable law.
Shareholders are entitled to be accompanied by an advisor at the general meeting, and may give one advisor the right to speak. Shareholders may require that the board members and the CEO provide available information on matters that may have an effect on the evaluation of matters that have been put to the shareholders for decision. The same applies to information regarding the company's financial position and other issues that the general meeting shall deal with, unless the information required cannot be provided without disproportionate harm to the company. Shareholders are entitled to submit alternatives to the board's proposals under matters to be dealt with by the general meeting, provided that such alternative proposals lie within the scope of matters on the agenda.
Shareholders may attend the general meeting physically or digitally.
To participate digitally, the following link is used: https://web.lumiagm.com/. Reference and PIN code may be found at VPS Investor Services (https://www.euronextvps.no) or in the enclosed power of attorney and advance-voting form. A guide for digital participation at the general meeting may be found at the company's website, https://www.entra.no/investor-relations/generalmeeting.
For information on physical attendance at the general meeting, see the attached attendance and proxy forms. Please observe the deadline for registration of attendance.
The company will not be able to execute satisfactory control and identification of beneficial owners of shares registered in VPS accounts belonging to custodians. Therefore, for the beneficial owners to be able to exercise voting rights at the general meeting, the beneficial owner must prove that she/he has taken the necessary actions to terminate the custodianship of the shares and that the shares will be transferred to an ordinary VPS account in the name of the owner. If the owner can prove that she/he has initiated such measures and that she/he has a real shareholder interest in the company, the owner may, in the opinion of the company, vote for the shares even if they are not yet registered in an ordinary VPS account.
For general meetings held after 1 July 2023, such re-registration will not be required due to an amendment in statutory law. Information on participation and advance notice thereof will be included in the notice of general meetings held after such date.
The annual general meeting in Entra ASA 2023 will be held at the company's offices in Biskop Gunnerus gate 14A, 0185 Oslo, with the possibility of digital participation through the Lumi system.
Registration is not required for digital attendance, but shareholders must be logged in before the general meeting starts. See further information about digital participation in the enclosed registration and proxy form.
Shareholders who wish to physically attend the general meeting are asked to register as soon as possible and no later than 24 April 2023 at 18:00 via https://entra.no, or via VPS Investor Services or through your own VPS account operator. Alternatively you may register by filling in the enclosed registration and authorisation form and sending it by post to DNB Bank ASA, Securities service, Postboks 1600 Sentrum, 0021 Oslo or by email to [email protected]. The registration and the proxy form must be received by DNB Bank ASA, Securities Services by 24 April 2023 at 18:00 CEST.

Shareholders may grant a proxy to the chair of the board to vote for their shares by using the attached proxy form. All shareholders are encouraged to complete the attached form with voting instructions. If the form with voting instructions is not completed, this will be deemed as an instruction to vote "in favour" of the board's proposals; the recommendations by the nomination committee, and the board's recommendations in relation to any proposal received. If a proposal is put forward, in addition to or as a replacement for the board's proposals in the notice of the general meeting, the proxy holder determines how to vote.
A proxy with voting instructions may not be registered electronically, and should therefore be sent by e-mail to [email protected] (scanned form), or by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
Oslo, 31 March 2023
Yours truly on behalf of the board of directors in Entra ASA
Ottar Ertzeid Chair of the board
The annual report for 2022, including the annual accounts and the auditor's statement, the company's articles of association, the board's report on remuneration to senior personnel, and the recommendations by the nomination committee are, along with this notice of the general meeting, available on the company's website at www.entra.no. Shareholders may request to have the attachments sent to them by notifying the company. Address:
Entra ASA, Att. Tone Kristin Omsted (Investor Relations) Tel: +47 982 28 510 E-mail: [email protected]
A notice of attendance and proxy form is attached to this notice.

Ref no: PIN code:
Notice of annual general meeting The annual general meeting in Entra ASA will be held on Tuesday, 25 April 2023 at 10:00 CEST at Biskop Gunnerus' gate 14a, 0185 Oslo, and digitally.
The shareholder is registered with the following amount of shares at summons: ________________ and votes for the number of shares owned per record date: 24 April 2023.
The general meeting is held as a hybrid meeting, where shareholders may choose between attending digitally or meeting physically. All votes are cast digitally, and shareholders who participate physically are asked to bring a smartphone or tablet in order to vote. A shareholder wishes to participate, but not vote during the meeting, may give a proxy or advance vote. An online guide describing how you may attend is available on the company's website https://entra.no.
Deadline for registration of physical attendance, advance votes, proxies and instructions: 24 April 2023 at 18:00 CEST
If you are unable to register your physical attendance, advance votes, proxies or instructions digitally, you may alternatively use the form "Registration by post or e-mail" on the following page.
Digital registration of physical attendance, advance votes, proxies or instructions may be done through the company's website http://entra.no (use reference number and PIN code above) or through VPS Investor Services through https://www.euronextvps.no/ or your own account operator. Choose Corporate Actions - general meeting, click on ISIN, and find your name, reference number, PIN code and shareholding, as well as the following options:
Shareholders intending to participate digitally are requested not to register attendance in advance. Participate by logging in at https://dnb.lumiagm.com/160080938, enter the meeting ID: 160-080-938 and use your reference number and PIN code from the VPS Investor Services (Corporate Actions – general meeting – click on ISIN) or sent you by post. 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 to 15:30 CEST) or by e-mail [email protected]. For additional information, see the guide for digital attendance on the company's website http://entra.no.
Log in must be done at the latest at the start of the meeting, and will be opened one hour before. If you are not logged in before the general meeting starts, you will be granted access to the meeting, but you will be unable to vote.
Shareholders who wish to participate physically are asked to show up well in advance of the general meeting, and are asked to bring a smartphone or tablet in order to vote.

The signed form is sent as an attachment by e-mail* to [email protected] (scan this form), or by regular mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 24 April 2023 at 18:00 CEST. If the shareholder is a company, the signature must be according to the company's certificate of registration. The form must be dated and signed to be valid.
*E-mails are unsecured unless secured by the sender.
The shares of _________________________________ are represented at the annual general meeting in Entra ASA on 25 April 2023 as follows: (mark the correct alternative)
_____________________________________________________________
(Enter name of the proxy holder in block letters. If no name is stated, the proxy is considered given to the chair of the board.)
Note: The proxy holder must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00 – 15:30 CEST) for login details for digital participation.
The votes shall be cast in accordance to the instructions below. If the section for voting for an item is left blank, this will be deemed as an instruction to vote in accordance with the board's and nomination committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the notice, the proxy holder may vote at his discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.
| Agenda for the annual general meeting 25 April 2023 | In favour | Against | Abstain | |
|---|---|---|---|---|
| Item 2: | Election of a person to chair the meeting | | | |
| Item 3: | Election of a person to co-sign the minutes | | | |
| Item 4: | Approval of the notice and the proposed agenda | | | |
| Item 5: | Approval of the annual accounts and the board's annual report for the financial year 2022 for | | | |
| Entra ASA, including distribution of dividend | ||||
| Item 6: | Authorisation to distribute semi-annual dividend based on the approved annual accounts for | | | |
| 2022 | ||||
| Item 7: | The board's account on corporate governance | Not subject to vote | ||
| Item 8: | Report on salaries and other remuneration to senior personnel | | | |
| Item 9: | Authorisation to acquire own shares in Entra ASA in the market for subsequent cancellation | | | |
| Item 10: | Authorisation to acquire own shares in Entra ASA in connection with its share scheme and | | | |
| long-term incentive scheme | ||||
| Item 11: | Authorisation to increase the share capital of Entra ASA | | | |
| Item 12: | Authorisation to issue convertible loan | | | |
| Item 13: | Approval of remuneration to the auditor for 2022 | | | |
| Item 14: | Remuneration to the members of the board, the audit committee and the remuneration | |||
| committee | ||||
| Remuneration to the members of the board | | | | |
| Remuneration to the members of the audit committee | | | | |
| Remuneration to the members of the remuneration committee | | | | |
| Item 15: | Election of members to the nomination committee, see the recommendation from the nomination committee on the company's website: | |||
| https://www.entra.no/investor-relations/general-meeting. | ||||
| Ingebret Hisdal, chair (re-election) | | | | |
| Gisele March (re-election) | | | | |
| Erik Selin (re-election) | | | | |
| Item 16: | Remuneration to the members of the nomination committee | | | |
| Item 17: | Amendments to the articles of association | | | |
Place Date Shareholder's signature
With regards to rights of attendance and voting, please refer to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. When granting a proxy, a written and dated proxy from the shareholding's beneficial owner has to be presented. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.
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