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Entra — Proxy Solicitation & Information Statement 2026
Mar 27, 2026
3596_rns_2026-03-27_a3759113-3d2d-4aea-b75d-3800ecb238ef.pdf
Proxy Solicitation & Information Statement
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entra
English office translation
In case of discrepancies the Norwegian version shall prevail.
To the shareholders of Entra ASA
NOTICE OF THE ANNUAL GENERAL MEETING OF ENTRA ASA
Entra ASA will hold its annual general meeting on Tuesday, 21 April 2026 at 10:00 CEST. The general meeting will be held as a fully digital meeting here: https://dnb.lumiconnect.com/100-388-018-067. See further information below under the sections "Participation" and "Registration".
Alternatively to participating digitally at the general meeting, shareholders may cast advance votes or give proxy, with or without voting instructions. Please see below for details.
This notice is also available on the company's website www.entra.no/investor-relations/governance#generalmeeting.
The general meeting has the following agenda:
Agenda
- Opening of the meeting and registration of attending shareholders
The chairperson of the board of directors, Ottar Ertzeid, or a person appointed by him, will open the meeting.
- Election of a person to chair the meeting
The board of directors proposes that attorney at law Dag Erik Rasmussen is elected to chair the meeting.
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Election of a person to co-sign the minutes together with the chair of the meeting
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Approval of the notice and proposed agenda
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Approval of the annual accounts and board of directors' annual report for the 2025 financial year for Entra ASA, including the distribution of dividends
5.1. Annual accounts and annual report
Reference is made to the annual report for 2025, including the annual accounts, board of directors' report and the auditor's statement, which is available on the company's website www.entra.no/investor-relations/reports-and-presentations.
The board of directors proposes that the general meeting adopt the following resolution:
The general meeting approves the annual accounts and board of directors' annual report of Entra ASA for the financial year 2025.
5.2. Dividend distribution
The board of directors proposes that the general meeting resolves to pay a dividend of NOK 1.10 per share for the second half of 2025. This dividend is in addition to the dividend of NOK 1.10 per share approved by the board of directors on 15 October 2025 and paid on 30 October 2025 in accordance with the authorisation granted to the board of directors at the annual general meeting in 2025, see item 6 in the minutes available at https://www.entra.no/investor-relations/governance#generalmeeting. The total dividend for 2025 will thus be NOK 2.20 per share.
The dividend of NOK 1.10 per share is proposed paid to the company's shareholders as at 21 April 2026 (as registered with VPS on 23 April 2026), and the share will then trade exclusive of the right to receive the dividend from and including 22 April 2026. If the board of directors' proposal is approved, the dividend will be paid around 5 May 2026.
The board of directors proposes that the general meeting adopt the following resolution:
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The general meeting approves the payment of a dividend of NOK 1.10 per share for the second half of 2025. The dividend will be paid around 5 May 2026 to the company's shareholders as at 21 April 2026 (as registered with VPS on 23 April 2026). The share will be traded exclusive of the right to receive the dividend from and including 22 April 2026.
6. Authorisation to distribute semi-annual dividend based on the approved annual accounts for 2025
The board of directors' authorisation to distribute semi-annual dividend based on the approved annual accounts for 2024 expires at the annual general meeting in 2026. The board of directors proposes that the general meeting grants the board of directors a new authorisation to resolve the distribution of dividends to the company's shareholders based on the annual accounts for 2025 in order to facilitate the payment of dividends on a semi-annual basis, provided that it is deemed appropriate and prudent at the time of the resolution and the distribution in light of Entra ASA's financial situation.
The board of directors proposes that the general meeting adopt the following resolution:
- The board of directors is authorised to resolve semi-annual dividend distributions based on the company's annual accounts for 2025, cf. section 8-2 (2) of the Norwegian Public Limited Liability Companies Act.
- When exercising this authorisation, the board of directors shall ensure that the decision is in accordance with the company's adopted dividend policy. Prior to each resolution approving a dividend distribution, the board of directors shall assess whether the company will have adequate and sound equity and liquidity following the dividend payment.
- The authorisation shall be valid until the company's annual general meeting in 2027, and will in all cases expire on 30 June 2027.
7. The board of directors' account on corporate governance
Reference is made to the board of directors' account on corporate governance dated 13 March 2026, prepared in accordance with section 2-9 of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance (NUES), last amended on 28 August 2025. The account is included on page 43 et seq. of the 2025 annual report.
Pursuant to section 5-6 (5) of the Norwegian Public Limited Liability Companies Act, the general meeting shall consider the board of directors' account on corporate governance, but the account is not subject to vote.
8. Report on salaries and other remuneration to senior personnel
The board of directors has prepared a report in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act, which provides an overview of salaries and other remuneration paid and outstanding to senior personnel. The company's auditor has controlled that the report is compliant with statutory law and the regulation of 11 December 2020 no. 2730 on guidelines and report on remuneration for senior personnel. The report is available on www.entra.no/investor-relations/governance#generalmeeting.
Pursuant to sections 5-6 (4) and 6-16 b (2) of the Norwegian Public Limited Liability Companies Act, the general meeting shall hold an advisory vote on the report.
The board of directors proposes that the general meeting adopt the following resolution:
The general meeting endorses the board of directors' report on salaries and other remuneration to senior personnel for the financial year 2025.
9. Approval of the board of directors' guidelines on the determination of salaries and other remuneration for senior personnel
Reference is made to the company's guidelines on the determination of salaries and other remuneration for senior personnel. In accordance with the provisions of section 6-16 a of the Norwegian Public Limited Liability Companies Act, the board of directors has prepared a proposal for updated guidelines, in which the changes mainly relate to an update of the long-term incentive scheme
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for senior personnel in the Entra Group (the "LTI Scheme"). The proposed guidelines are available at https://www.entra.no/investor-relations/governance#generalmeeting.
The guidelines for determining the remuneration of senior personnel shall, in accordance with section 5-6 (3) of the Norwegian Public Limited Liability Companies Act, be approved by the general meeting.
The board of directors proposes that the general meeting adopt the following resolution:
The general meeting approves the board of directors' guidelines on the determination of salaries and other remuneration for senior personnel in accordance with section 6-16 a of the Norwegian Public Limited Liability Companies Act.
10. Proposal for share capital reduction by cancellation of shares and related amendment of the Articles of Association
At the ordinary general meeting in 2025, the board of directors was authorised to carry out share buy-backs of the company's own shares with an aggregate nominal value of up to NOK 9,106,603, corresponding to approximately 5% of the company's share capital; see item 9 in the minutes available at https://www.entra.no/investor-relations/governance#generalmeeting. The use of the authorisation was conditional upon any shares acquired under the authorisation subsequently being cancelled by way of a share capital reduction.
Based on the authorisation, the company announced on 11 February 2026 the initiation of a share buy-back programme for up to 0.5% of the company's shares, corresponding to up to 910,660 shares; see the company's stock exchange announcement available at https://www.entra.no/investor-relations#stock ("The Buy-back Programme"). The Buy-back Programme ran from 12 February 2026 and was completed on 19 March 2026 to comply with the limit of NOK 100 million on the aggregate purchase price of the shares acquired. The company acquired a total of 884,660 shares under the Buy-back Programme, corresponding to approximately 0.49% of the company's share capital.
As stated in the stock exchange announcement dated 11 February 2026, and in accordance with the resolution made by the annual general meeting in 2025 to grant the board of directors an authorisation to acquire own shares, the board of directors proposes that the general meeting resolves that all shares acquired by the company under the Buy-back Programme be cancelled. The proposal entails that 884,660 shares owned by the company will be cancelled.
As at 31 December 2025, the company's equity was NOK 5,262,183,457, of which the share capital amounted to NOK 182,132,055 and distributable equity amounted to NOK 5,080,051,983. There will thus still be full coverage for the remaining restricted equity, cf. section 12-2 (2) of the Norwegian Public Limited Liability Companies Act and the auditor's confirmation, which is available at https://www.entra.no/investor-relations/governance#generalmeeting. Furthermore, the board of directors is of the opinion that, following the capital reduction and the dividend distribution proposed under item 5.2, the company will still have adequate equity and liquidity, cf. section 3-4 of the Norwegian Public Limited Liability Companies Act.
The board of directors is not aware of any events occurring after the last balance sheet date that are of material significance to the company.
On this basis, the board of directors proposes that the general meeting adopt the following resolution:
- The company's share capital shall be reduced by NOK 884,660, from NOK 182,132,055 to NOK 181,247,395, by cancellation of 884,660 own shares held by the company, each with a nominal value of NOK 1.
- The reduction amount shall be used for cancellation of own shares, cf. section 12-1 (1) no. 2 of the Norwegian Public Limited Liability Companies Act.
- Article 4 of the company's Articles of Association is amended as follows:
"The company's share capital is NOK 181,247,395 divided into 181,247,395 shares, each with a nominal value of NOK 1."
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11. Authorisation to acquire own shares in Entra ASA in the market for subsequent cancellation
The board of directors' authorisation to carry out buy-backs of own shares, which was granted at the annual general meeting in 2025, expires at the annual general meeting in 2026. The board of directors therefore proposes that the general meeting grants the board of directors a new authorisation to carry out buy-backs of the company's own shares with an aggregate nominal value of up to approximately 5% of the company's share capital as at the date of this resolution. The maximum purchase price for the shares is proposed to be set at up to NOK 2,731,980,900.
The buy-back of the company's own shares pursuant to the proposed authorisation will benefit the shareholders as the remaining shares will hold a higher stake of ownership interest in the company. The purpose of the proposal is to enable the board of directors to utilise the mechanisms available pursuant to the Norwegian Public Limited Liability Companies Act as regards to distribution of capital to the company's shareholders. The company has acquired 884,660 own shares under the existing authorisation.
Any acquisition of the company's own shares is conditional on such shares being cancelled by a subsequent share capital reduction to be resolved by a new general meeting.
The board of directors proposes that the general meeting adopt the following resolution:
- The general meeting authorises the board of directors to acquire, on behalf of the company, its own shares with an aggregate par value of up to NOK 9,106,603, for a maximum purchase price of up to NOK 2,731,980,900. The authorisation may be exercised one or several times.
- Own shares acquired under this authorisation may only be disposed of by way of a subsequent cancellation through a share capital reduction, cf. section 12-1 (1) no. 2 of the Norwegian Public Limited Liability Companies Act.
- The minimum and maximum purchase price payable per share are NOK 50 and NOK 300 respectively.
- The company's acquisition and divestment of own shares shall be carried out on the open market and in accordance with generally accepted principles for equal treatment of shareholders.
- This authorisation shall be valid until the company's annual general meeting in 2027, and will in all cases expire on 30 June 2027.
12. Authorisation to acquire shares in Entra ASA in connection with the share programme and long-term incentive scheme
Reference is made to the annual general meeting in 2025, at which the general meeting resolved to authorise the board of directors to repurchase the company's own shares in Entra ASA in connection with the implementation of the company's share programme for all employees of the Entra Group and the LTI Scheme. The authorisation expires at the annual general meeting in 2026. The company acquired 121,830 own shares under the existing authorisation.
To continue the arrangement of using own shares to carry out the share programme for all employees and the LTI Scheme, the board of directors proposes that the general meeting authorises the board of directors to repurchase up to 500,000 of the company's own shares, with an aggregate nominal value of up to NOK 500,000, corresponding to approximately 0.27% of the company's share capital as at the date of this resolution, for a total purchase price of up to NOK 150,000,000.
The LTI Scheme is described in detail in the draft updated guidelines on the determination of remuneration for senior personnel prepared by the board of directors, which, together with information on the share programme is available at www.entra.no/investor-relations/governance#generalmeeting.
The board of directors proposes that the general meeting adopt the following resolution:
- The general meeting authorises the board of directors to acquire, on behalf of the company, its own shares with an aggregate nominal value of up to NOK 500,000, for a total purchase price of up to NOK 150,000,000. The authorisation may be exercised one or several times.
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Own shares may be acquired for the purpose of carrying out the company's share scheme for all employees of the Entra Group, as well as a long-term incentive scheme for senior personnel of the Entra Group.
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The minimum and maximum purchase price payable per share are NOK 50 and NOK 300 respectively.
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The company's acquisition of own shares shall be carried out in the open market and in accordance with generally accepted principles for equal treatment of shareholders. Divestment shall be carried out in accordance with the purposes set out in item 2 above, or in the open market.
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The authorisation shall be valid until the company's annual general meeting in 2027, and will in all cases expire on 30 June 2027.
13. Authorisation to increase the share capital of Entra ASA
The board of directors' authorisation to increase the company's share capital, which was granted at the annual general meeting in 2025, expires at the annual general meeting in 2026. The board of directors therefore proposes that the general meeting grant the board a new authorisation to increase the company's share capital by issuing new shares in an amount corresponding to up to 10% of the share capital at the date of this resolution. The proposed authorisation may only be used to strengthen the company's equity or to cover capital needs in connection with business opportunities. The existing authorisation has not been utilised.
When subscribing for the new shares under the authorisation, there are no circumstances that should be taken into account beyond those normally associated with investment in listed shares. The proposal entails that the shareholders' preferential right to subscribe for shares pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act may be set aside, cf. section 10-5. The board of directors considers it to be in the joint interest of the company and the shareholders that the board of directors be granted the necessary flexibility to carry out capital increases in the manner and for the purposes mentioned above.
The board of directors proposes that the general meeting adopt the following resolution:
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The board of directors is authorised, on behalf of the company, to increase the company's share capital by up to NOK 18,213,205. The authorisation may be exercised one or several times.
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The authorisation may be used to strengthen the company's equity and to cover capital needs in connection with business opportunities.
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The board of directors shall determine the subscription terms, including the subscription price, and is authorised to make the necessary amendments to the Articles of Association resulting from the issuance of new shares under the authorisation.
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The authorisation shall be valid until the annual general meeting in 2027, and will in all cases expire on 30 June 2027.
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The shareholders' preferential rights to subscribe for shares pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act may be set aside, cf. section 10-5.
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The authorisation includes share capital increases by contribution in kind and a right to inflict special obligations on the company, cf. section 10-2 of the Norwegian Public Limited Liability Companies Act.
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The authorisation does not include resolutions on mergers pursuant to section 13-5 of the Norwegian Public Limited Liability Companies Act.
14. Approval of remuneration to the auditor for 2025
The board of directors proposes that the general meeting adopt the following resolution:
The general meeting approves the remuneration to the company's auditor of NOK 1,454,669, excluding VAT, for 2025.
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- Remuneration of the members of board of directors, the Audit Committee and the Remuneration Committee
With respect to items 15 to 18, reference is made to the recommendation from the Nomination Committee, which is available on the company's website www.entra.no/investor-relations/governance#generalmeeting.
The board of directors proposes that the general meeting adopts resolutions in line with the proposed resolutions set out in the Nomination Committee's recommendations.
- Election of members to the Nomination Committee
- Remuneration of the members of the Nomination Committee
- Election of members to board of directors
THE SHARES OF THE COMPANY AND THE RIGHT TO VOTE FOR SHARES
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 shares issued in Entra ASA, each with a par value of NOK 1. Each share carries one vote at the general meeting and otherwise carries equal rights
Only those who are shareholders of the company five business days prior to the general meeting, i.e. 14 April 2026 (the Record Date), are entitled to attend and vote at the general meeting, cf. section 5-2(1) of the Norwegian Public Limited Liability Companies Act. A shareholder who wishes to attend and vote at the general meeting must be registered in the shareholder register in the Norwegian Central Securities Depository, Euronext Securities Oslo (VPS), or have reported and documented an acquisition as per 14 April 2026. Shares acquired after 14 April 2026 do not entitle the holder to attend and vote at the general meeting, however, the right to attend and vote is retained for shares sold after 14 April 2026.
SHARES HELD IN NOMINEE ACCOUNTS
In accordance with section 1-8 of the Norwegian Public Limited Liability Companies Act, this notice is sent to nominees who shall pass it on to shareholders for whom they hold shares. On behalf of the beneficial owner, the nominee must, in accordance with section 5-3 of the Norwegian Public Limited Liability Companies Act register attendance with the company no later than two business days before the general meeting, i.e., by 17 April 2026 at 23:59 CEST (the Registration Deadline). Beneficial shareholders must themselves communicate with their nominees, who are responsible for conveying votes, proxies or registration of attendance within this deadline.
THE SHAREHOLDERS' RIGHTS
Shareholders, including owners of shares held via nominees and who have registered attendance within the deadline stated above, are entitled to attend the general meeting in person or by proxy. Shareholders have the right to speak and to be accompanied by one advisor, and may give such advisor the right to speak. At the general meeting, shareholders may require that the board of directors members and the CEO provide available information on circumstances 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.
The deadline for shareholders to put new matters on the agenda has expired, cf. section 5-11 second sentence of the Norwegian Public Limited Liability Companies Act. Shareholders are nevertheless entitled to submit alternatives to the board of directors' proposals under matters to be dealt with by the general meeting, provided that the alternative proposal lies within the scope of a matter on the agenda.
PARTICIPATION
- Shareholders may only attend the general meeting digitally
To participate the following link is used: https://dnb.lumiconnect.com/100-388-018-067. Reference number and PIN code may be retrieved at VPS Investor Services (https://investor.vps.no/garm/auth/login) or found in the enclosed registration- and proxy form. A guide for digital participation at the general meeting is available at the company's website, https://www.entra.no/investor-relations/governance#generalmeeting.
Owners of shares held through nominee accounts must register attendance by 17 April 2026 at 23:59 CEST (the Registration Deadline). If such shareholders have not registered their attendance within this deadline, they will not be able to participate by voting at the general meeting. Any other shareholders are not required to register attendance to participate digitally, but are nevertheless encouraged to register their attendance by the same deadline.
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Shareholders must be logged in to the meeting before the general meeting starts. For further information about digital participation at the general meeting, see the enclosed registration- and proxy form.
2. Shareholders may vote in advance of the general meeting
Shareholders who do not wish to grant a proxy or participate digitally, may cast advance votes. Advance votes must be registered by 17 April 2026 at 23:59 CEST (the Registration Deadline). Registration of advance votes may be done electronically through VPS Investor Services (choose Corporate Actions - General Meeting – ISIN) or through the company's website www.entra.no/investor-relations. Alternatively, the enclosed registration- and proxy form may be used, see further instructions therein.
3. Shareholders may give proxy
Shareholders who do not wish to participate digitally or cast advance votes, may give a proxy to the chair of the board of directors or another person named to vote for their shares by using the attached proxy form. Proxies must be registered by 17 April 2026 at 23:59 CEST (the Registration Deadline). 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 of directors' proposals, including the proposals in the recommendations by the nomination committee, and the board of directors' recommendations in relation to any proposal received. If a proposal is put forward, in addition to or as a replacement for the board of directors' 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 must 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.
REGISTRATION OF ATTENDANCE
Owners of shares held through nominee accounts must register attendance by 17 April 2026 at 23:59 CEST. If such shareholders have not registered attendance within this deadline, they will not be able to participate by voting at the general meeting.
Any other shareholders are not required to register attendance to participate, but are nevertheless encouraged to register their attendance by the same deadline.
All shareholders may by 17 April 2026 at 23:59 CEST (the Registration Deadline):
- Register proxy or advance votes by filling out the enclosed registration- and proxy form and send this by regular mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway or by e-mail to [email protected]. The form must be received by DNB Bank ASA, Registrars' Department within this deadline.
- Register proxy or cast advance votes electronically by following the instructions in the enclosed registration- and proxy form.
REFERENCE NUMBER (REF. NO.) AND PIN CODE
All shareholders registered in the VPS are assigned their own reference number (Ref. no.) and PIN code for use for the general meeting and for digital participation at: https://dnb.lumiconnect.com/100-388-018-067. Ref. no. and PIN code are available through VPS Investor Services. Shareholders who cannot find their Ref. no. and PIN code through VPS Investor Service or as received by post, may contact DNB Registrars Department by phone +47 23 26 80 20 (08:00 – 15:30 CEST) or by e-mail to [email protected].
All VPS direct-registered shareholders may access VPS Investor Services through 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 VPS Investor Services will receive their Ref. no. and PIN code by post in the notice from the company (see next page).
DOCUMENTS FOR THE GENERAL MEETING
The notice of the general meeting, appendices and other documents relevant for the items on the agenda for the general meeting are, in accordance with section 5-11 a of the Norwegian Public Limited Liability Companies Act and the company's articles of association, available on the company's website https://www.entra.no/investor-relations/governance. The notice and other relevant documents can also be obtained free of charge by regular mail or e-mail upon request to [email protected].
Shareholders who receive the paper version of this notice are encouraged to accept electronic communication through VPS Investor Services in order to receive notices and other documents electronically going forward.
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Oslo, 27 March 2026
Yours truly
on behalf of the board of directors of Entra ASA
Ottar Ertzeid
Chairperson
The annual report for 2025, including the annual accounts, board of directors' annual report, the board of directors' account on corporate governance, and the auditor's statement, is available on Entra ASA's website https://www.entra.no/investor-relations/reports-and-presentations. The company's articles of association, the board of directors' report on salaries and other remuneration to senior personnel, the board of directors' proposed guidelines for determining salaries and other remuneration to senior personnel, information on the share programme, and the recommendation from the company's Nomination Committee are, together with the notice of meeting, available on Entra ASA's website https://www.entra.no/investor-relations/governance. Shareholders may request that the appendices be sent to them by contacting the company. Address:
Entra ASA
Attn: Isabel Vindenes (Head of IR)
Tel: +47 976 59 488
Email: [email protected]
Information regarding attendance, along with the registration and proxy forms (including voting instructions), is enclosed with this notice.
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Avsender: Entra ASA, Postboks 52 Økern, NO-0508 Oslo
Ref.no.: PIN code:
Notice of annual general meeting
The annual general meeting in Entra ASA will be held as a digital meeting only on Tuesday 21 April 2026 at 10:00 CEST.
The shareholder is registered with the following number of shares at the time of the notice: ___ and is entitled to vote for the number of shares registered in the register of shareholders at Euronext Securities Oslo (VPS) as at the Record Date: 14 April 2026.
The general meeting is held as a digital meeting, where shareholders may only attend digitally. A shareholder wishing to participate, but not vote at the meeting, may give a proxy (with or without voting instructions) or cast advance vote. A guide describing how you participate digitally is available on the company's website www.entra.no/investor-relations/governance#generalmeeting.
For shares held through nominees, the deadline for registration of attendance is 17 April 2026 at 23:59 CEST (the Registration Deadline). For other shareholders, there is no deadline for registration of attendance, but all shareholders are encouraged to register attendance by the same time.
The deadline for registration of proxies, with or without voting instructions, and advance votes is 17 April 2026 at 23:59 CEST (the Registration Deadline).
Digital registration in advance
If you are unable to register attendance, advance votes, or proxies electronically, you may alternatively use the form "Registration by post or e-mail" on the following page.
Electronic registration attendance, advance votes and proxies may be done through the company's website www.entra.no/investor-relations/governance#generalmeeting. Use the reference number and PIN code which can be found either on this form above (for those receiving this notice by post), through VPS Investor Services via https://investor.vps.no/garm/auth/login or via your 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:
- Choose Enroll to register digital participation. There is a statutory requirement for registration of attendance for nominee-registered shares (see the deadline above). Other shareholders who wish to participate electronically do not need to register attendance, but are nevertheless encouraged to register attendance within the same deadline.
- Choose Advance vote to vote in advance of the general meeting.
- Choose Delegate Proxy to give a power of attorney to the chair of the board of directors or another person.
- Press Close if you do not wish to register attendance, advance votes or proxies.
Participation at the general meeting
Shareholders may participate by logging in at https://dnb.lumiconnect.com/, enter the meeting ID: 100-388-018-067 and use your reference number and PIN code from the VPS Investor Services (Corporate Actions – general meeting – click on ISIN) or as sent by post on this form. 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].
Log in must be done before the start of the meeting, and will be opened for one hour before the meeting starts. If you are not logged in before the general meeting starts, you will be granted access to the meeting, but you will not be able to vote. Note that the same applies to owners of nominee-registered shares who have not registered attendance by 17 April 2026 at 23:59 CEST. For additional information, see the guide for digital attendance on the company's website www.entra.no/investor-relations/governance#generalmeeting.
Shareholders who have cast advance votes or given proxy, but wish to also attend digitally, are asked to send an e-mail to [email protected].
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Ref. no:
PIN code:
Registration of attendance, proxy or advance votes by post or e-mail
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 Sentrum, 0021 Oslo, Norway. The form must be received no later than 17 April 2026 at 23:59 CEST. If the shareholder wishing to register attendance, cast advance votes or give proxy 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 21 April 2026 as follows: (mark the correct alternative)
☐ Will attend digitally (do not mark the items below).
☐ Proxy without voting instructions to the chair of the board of directors or a person authorised by him (do not mark the items below)
☐ Proxy with voting instructions to the chair of the board of directors or a person authorised by him (mark the individual items below)
☐ Advance votes (mark the individual items below)
☐ Open proxy to (do not mark items below – any instructions to be agreed directly with the proxy holder)
(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 of directors.) 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 of directors' proposals and the nomination committee's recommendations. 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 their 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 21 April 2026 | 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 together with the chair of the meeting | ☐ | ☐ | ☐ |
| Item 4: | Approval of the notice and the proposed agenda | ☐ | ☐ | ☐ |
| Item 5.1: | Approval of the annual accounts and the board of directors' annual report for the financial year 2025 for Entra ASA | ☐ | ☐ | ☐ |
| Item 5.2: | Approval of dividend distribution | ☐ | ☐ | ☐ |
| Item 6: | Authorisation to distribute semi-annual dividend based on the approved annual accounts for 2025 | ☐ | ☐ | ☐ |
| Item 7: | Board of directors' account on corporate governance | Not subject to vote | ||
| Item 8: | Report on salaries and other remuneration to senior personnel | ☐ | ☐ | ☐ |
| Item 9: | Approval of the board of directors' guidelines on the determination of salaries and other remuneration for senior personnel | ☐ | ☐ | ☐ |
| Item 10: | Proposal for share capital reduction by cancellation of shares and related amendment of the Articles of Association | ☐ | ☐ | ☐ |
| Item 11: | Authorisation to acquire own shares in Entra ASA in the market for subsequent cancellation | ☐ | ☐ | ☐ |
| Item 12: | Authorisation to acquire own shares in Entra ASA in connection with its share scheme and long-term incentive scheme | ☐ | ☐ | ☐ |
| Item 13: | Authorisation to increase the share capital of Entra ASA | ☐ | ☐ | ☐ |
| Item 14: | Approval of remuneration to the auditor for 2025 | ☐ | ☐ | ☐ |
| Item 15: | Remuneration to the members of the board of directors, the audit committee and the remuneration committee, see the recommendation from the nomination committee on the company's website: www.entra.no/investor-relations/governance#generalmeeting | |||
| Remuneration to the members of the board of directors | ☐ | ☐ | ☐ | |
| Remuneration to the members of the audit committee | ☐ | ☐ | ☐ | |
| Remuneration to the members of the remuneration committee | ☐ | ☐ | ☐ | |
| Item 16: | Election of members to the nomination committee, see the recommendation from the nomination committee on the company's website: www.entra.no/investor-relations/governance#generalmeeting | |||
| Tone Lunde Bakker, chair (new) | ☐ | ☐ | ☐ | |
| Elin Mack Løvdal (new) | ☐ | ☐ | ☐ | |
| Sharam Rahi (new) | ☐ | ☐ | ☐ | |
| Item 17: | Remuneration to the members of the nomination committee, see the recommendation from the nomination committee on the company's website: www.entra.no/investor-relations/governance#generalmeeting | |||
| Remuneration to the members of the nomination committee | ☐ | ☐ | ☐ | |
| Item 18: | Election of members to board of directors, see the recommendation from the nomination committee on the company's website: www.entra.no/investor-relations/governance#generalmeeting | |||
| Erik Selin, chair (new) | ☐ | ☐ | ☐ | |
| Pål Ahlsen (new) | ☐ | ☐ | ☐ | |
| Lena Apler (new) | ☐ | ☐ | ☐ | |
| Bodil Palma Hollingsæter (new) | ☐ | ☐ | ☐ | |
| Henrik Käll (re-election) | ☐ | ☐ | ☐ | |
| Ewa Wassberg (re-election) | ☐ | ☐ | ☐ | |
| Widar Salbuvik (re-election) | ☐ | ☐ | ☐ |
Place
Date
Shareholder's signature
With regards to the 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.