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Kid ASA

Pre-Annual General Meeting Information Apr 15, 2025

3642_rns_2025-04-15_dd437342-b6af-4e22-b543-2c50345acdc9.pdf

Pre-Annual General Meeting Information

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Kid ASA

In case of discrepancy between the Norwegian and the English text, the Norwegian text shall prevail.

Innkalling til
ordinær generalforsamling
Notice of Annual
General Meeting
Det innkalles herved til ordinær generalforsamling i
Kid ASA ("Selskapet") mandag den 12. mai 2025
kl. 15:00 som et elektronisk møte.
Notice is hereby served that the annual general
meeting of Kid ASA (the "Company") will be held
on Monday 12 May 2025 at 15:00 as an electronic
meeting.
Møtet vil bli åpnet av Styrets leder, Espen
Gundersen, som vil oppta fortegnelse over
deltagende aksjeeiere.
The meeting will be opened by the Chairman of the
Board, Espen Gundersen, who will take record of
attending shareholders.
Dagsorden: Agenda:
1. Valg av møteleder og en person til å
medundertegne protokollen
1. Election of a chairperson and a person to
co-sign the minutes
2. Godkjennelse av innkallingen og
dagsorden
2. Approval of the notice and the agenda
3. Godkjennelse av årsregnskap og Styrets
årsberetning for Kid ASA og konsernet for
2024, herunder disponering av årets
resultat, samt behandling av redegjørelse
om foretaksstyring og revisors beretning
3. Approval of the annual accounts and
directors' report of Kid ASA and the
group for 2024, including allocation of the
result of the year, as well as consideration
of the statement on corporate governance
and audit report
4. Fullmakt til å beslutte utdeling av utbytte 4. Authority to approve the distribution of
dividends
5. Fastsettelse av honorar til Styrets
medlemmer
5. Determination of the remuneration of the
members of the Board of Directors
6. Godkjennelse av honorar til Selskapets
revisor
6. Approval of the remuneration of the
Company's auditor
7. Valg av ny revisor 7. Election of new auditor
8. Valg av medlemmer til Styret 8. Election of members to the Board of
Directors
9. Valg av medlemmer til valgkomiteen 9. Election of members to the nomination
committee
10. Fastsettelse av honorar til valgkomiteens
medlemmer
10. Determination of the remuneration of the
members of the nomination committee
11. Godkjennelse av retningslinjer om
fastsettelse av lønn og annen
godtgjørelse til ledende personer
11. Approval of guidelines on setting the
salary and other remuneration of leading
persons
12. Rapport om lønn og annen godtgjørelse til
ledende personer
12. Report on salary and other remuneration
to senior executives
13. Styrefullmakt til kapitalforhøyelse 13. Board authorisation to increase the share
capital
14. Styrefullmakt til erverv av Selskapets
egne aksjer
14. Board authorisation for the acquisition of
the Company's own shares
Forslag til vedtak i sak 3-14 fremgår av Vedlegg 1. Proposals for resolutions under items 3-14 are set
out in Appendix 1.
Kid ASA har en aksjekapital på NOK 48.774.194,40
fordelt på 40.645.162 aksjer, hver med pålydende
verdi NOK 1,2. Hver aksje gir rett til én stemme på
Selskapets generalforsamlinger. Kid ASA eier ingen
egne aksjer.
Kid ASA has a share capital of NOK 48,774,194.40
divided into 40,645,162 shares, each with a nominal
value of NOK 1.2. Each share carries one vote at the
Company's general meetings. Kid ASA does not
hold any treasury shares.
I henhold til allmennaksjeloven § 5-2 (1) er det bare
de som er aksjeeiere i Selskapet den 5. mai 2025
(registreringsdatoen) som har rett til å delta og
stemme på generalforsamlingen.
In accordance with section 5-2 (1) of the Norwegian
Public
Limited
Liability
Companies
Act,
only
shareholders in the Company as of 5 May 2025 (the
record date) are entitled to participate and vote at the
general meeting.
Aksjeeierne har følgende rettigheter i forbindelse
med generalforsamlingen:
The shareholders have the following rights in respect
of the general meeting:
Rett til å møte i generalforsamlingen, enten personlig
eller ved fullmektig.
The right to attend the general meeting, either in
person or by proxy.
Talerett på generalforsamlingen. The right to speak at the general meeting.
Rett til å ta med én rådgiver og gi denne
talerett.
The right to be accompanied by an advisor at
the general meeting and to give such advisor
the right to speak.
Rett til å kreve opplysninger av Styrets
medlemmer og administrerende direktør om
forhold som kan innvirke på bedømmelsen av
(i)
godkjennelsen
av
årsregnskapet
og
årsberetningen, (ii) saker som er forelagt
aksjeeierne til avgjørelse og (iii) Selskapets
økonomiske
stilling,
herunder
om
virksomheten
i
andre
selskaper
som
Selskapet deltar i, og andre saker som
generalforsamlingen
skal
behandle,
med
mindre de opplysninger som kreves, ikke kan
gis uten uforholdsmessig skade for Selskapet.
The right to require information from the
members of the Board of Directors and the
chief executive officer about matters which
may affect the assessment of (i) the approval
of the annual accounts and directors' report,
(ii) items which have been presented to the
shareholders
for
decision
and
(iii)
the
Company's
financial
position,
including
information
about
activities
in
other
companies in which the Company participates
and other business to be transacted at the
general
meeting,
unless
the
information
demanded
cannot
be
disclosed
without
causing
disproportionate
harm
to
the
Company.
Rett til å få fremsette alternativer til Styrets
forslag under de saker generalforsamlingen
skal behandle.
The right to present alternatives to the board's
proposals in respect of matters on the agenda
at the general meeting.

I tråd med § 7 i Selskapets vedtekter må aksjonærer som ønsker å delta i generalforsamlingen enten personlig eller via fullmektig melde fra om dette slik at Selskapet har påmeldingen i hende senest den 8. mai 2025. Påmelding gjøres enten elektronisk via VPS Investortjenester eller på http://investor.kid.no, eller ved å sende inn påmeldingsskjema (Vedlegg 2) til Selskapet. Selskapet oppfordrer aksjeeiere til å stemme på forhånd eller gi fullmakter med stemmeinstruks i forkant av generalforsamlingen som nærmere beskrevet under.

Generalforsamlingen vil bli avholdt elektronisk i form av et Teams-møte. Aksjonærer som melder seg på innen den nevnte fristen må også sende en e-post til [email protected] for å få tilsendt innkalling til dette møtet.

I tråd med allmennaksjeloven § 1-8 samt forskrift om formidlere omfattet av verdipapirsentralloven § 4-5 og tilhørende gjennomføringsforordninger, sendes innkallingen kun til forvaltere som skal videreformidle til aksjeeiere de holder aksjer for. Eiere av forvalterregistrerte aksjer må kommunisere med sin forvalter som har ansvar for å formidle forhåndsstemmer, fullmakter og/eller påmelding til generalforsamlingen innen påmeldingsfristen den 8. mai 2025 videre til Selskapet. Forvaltere må formidle instruksene fra eiere av forvalterregistrerte aksjer gjennom et automatisert system, men merk at dersom en eier ønsker å delta personlig i generalforsamlingen må forvalteren i tillegg melde fra om dette særskilt til selskapets kontofører, Nordea Bank Abp, filial i Norge, per epost til [email protected].

Aksjonærer har rett til å møte og stemme ved fullmektig. Aksjonærer kan også avgi forhåndsstemme. Fullmakt eller forhåndsstemmer kan avgis elektronisk via VPS Investortjenester eller via link på http://investor.kid.no. Fullmakt kan også inngis ved å benytte fullmaktblanketten inntatt i Vedlegg 3 til denne innkallingen.

Det gjøres oppmerksom på at fullmakt uten stemmeinstruks kan utløse flaggeplikt etter norsk rett. Innehav av en stemmefullmakt uten stemmeinstruks likestilles etter verdipapirhandelloven § 4-4 (1) nr. 7 med eierskap av aksjer med tilknyttet stemmerett. Dette betyr at fullmektigen vil ha plikt til å flagge fullmaktene dersom disse gjelder et antall aksjer som (sammen med fullmektigens eventuelle egne aksjer eller

In accordance with section 7 of the Company's Articles of Association, shareholders who wish to attend the general meeting either in person or by proxy must notify this to the Company so that the Company has received the notification no later than on 8 May 2025. Notice of attendance is either given electronically via VPS Investor Services or http://investor.kid.no, or by returning the enclosed attendance form to the Company (Appendix 2) The Company encourages shareholders to vote in advance or submit proxies with voting instructions in advance of the general meeting, as further described below.

The general meeting will be held electronically as a Teams-meeting. Shareholders who notify their attendance within the deadline set out above must also send an e-mail to [email protected] to receive an invitation to the meeting.

In accordance with section 1-8 of the Norwegian Public Limited Liability Companies Act as well as the regulation on intermediaries comprised by section 4- 5 of the Norwegian Central Securities Depository Act and related implementing regulations, the notice is only sent to custodians who shall communicate it to the shareholders for whom they hold shares. Owners of nominee held shares must communicate with their custodians, who are responsible for conveying advance votes, proxies and/or notice of participation at the general meeting within the registration deadline on 8 May 2025 to the Company. Custodians must communicate the instructions from owners of nominee held shares through an automated system, but note that if an owner wishes to attend personally in the general meeting, the custodian must in addition notify this specifically to the Company's share registrar, Nordea Bank Abp, Norwegian branch, per e-mail to [email protected].

Shareholders has the right to attend and vote by proxy. Shareholders may also submit votes in advance. Proxies or advance votes may be submitted electronically through VPS Investor Services or through link at http://investor.kid.no. A proxy may also be submitted by use of the proxy form included in Appendix 3 to the notice.

Please note that proxies without voting instructions may trigger disclosure requirements under Norwegian law. Under section 4-4 (1) no. 7 of the Norwegian Securities Trading, the possession of a proxy without voting instructions is considered equal to ownership of shares with voting rights. This means that a proxy is required to disclose the proxies if the number of shares to which they relate (together with any shares held by the proxy) reaches or exceeds

rettigheter til aksjer) når opp til eller overstiger tersklene for flaggeplikt i verdipapirhandelloven § 4- 2 første ledd.

Dersom det foreslåtte utbyttet blir vedtatt vil aksjen handles ex-utbytte på Oslo Børs fra og med 13. mai 2025. Utbetaling av utbytte vil finne sted 27. mai 2025.

Denne innkallingen med vedlegg og dokumenter som skal behandles av generalforsamlingen er tilgjengelig på Selskapets internettside http://investor.kid.no.

I tråd med vedtektene § 7 sendes ikke dokumenter som gjelder saker som skal behandles på generalforsamlingen med post til aksjonærene, herunder vedlegg 4-7 til innkallingen. Enhver aksjonær kan dog kreve at vedleggene sendes vederlagsfritt til vedkommende med post. Dersom en aksjeeier ønsker å få tilsendt dokumentene, kan henvendelse rettes til Selskapet ved å sende en forespørsel pr e-post til [email protected].

the disclosure thresholds under the Norwegian Securities Trading Act section 4-2 first paragraph.

If the proposed dividend is approved the shares will trade ex. dividends on Oslo Børs from and including 13 May 2024. Payment of the dividend will be made on 27 May 2025.

This notice and the appendices and documents to be considered by the general meeting are available on the Company's web pages in http://investor.kid.no.

In accordance with § 7 of the Company's articles of association, documents that relates to matter that shall be considered by the general meeting will not be sent by post to the shareholders, including appendix 4-7 to the notice. A shareholder may nonetheless demand to be sent the appendices by post free of charge. If a shareholder wishes to have the documents sent to him, such request can be addressed to the Company by email to [email protected].

Kid ASA

15. april 2025 / 15 April 2025

Espen Gundersen

Styrets Leder / Chairman of the Board of Directors

Vedlegg:

    1. Foreslåtte vedtak
    1. Påmeldingsskjema
    1. Fullmaktsskjema
    1. Reviderte retningslinjer for rapportering om lønn og annen godtgjørelse til ledende personer
    1. Rapport om lønn og annen godtgjørelse til ledende personer
    1. Valgkomiteens innstilling
    1. Årsrapport 2024

Appendices:

    1. Proposed resolutions
    1. Attendance form
    1. Proxy form
    1. Revised guidelines and reporting requirements for salary and other remuneration to senior executives
    1. Report for remuneration to senior executives
    1. Statement of the nomination committee
    1. Annual report for 2024
Vedlegg 1 Appendix 1
- -
Forslag til vedtak Proposed resolutions
Sak 3
-
Godkjennelse
av årsregnskap og
styrets
årsberetning
for
Kid
ASA
og
konsernet for 2024, herunder disponering av
årets
resultat,
samt
behandling
av
redegjørelse om foretaksstyring og revisors
beretning
Item 3 - Approval of the annual accounts and
directors' report of Kid ASA and the Group for
2024, including allocation of the result of the
year,
as
well
as
consideration
of
the
statement on corporate governance and audit
report
Selskapets årsrapport, herunder årsregnskapet The Company's annual report, including the
og årsberetningen, er tilgjengelig på Selskapets annual accounts and directors' report, is available
nettsider http://investor.kid.no. at the Company's website http://investor.kid.no.
Styrets redegjørelse om foretaksstyring er inntatt
i årsrapporten.
Det skal ikke stemmes over
redegjørelsen.
The statement of the Board of Directors on
corporate governance is included in the annual
report. The statement is not subject to a vote.
Styret foreslår at generalforsamlingen treffer The Board of Directors propose that the general
følgende vedtak: meeting pass the following resolution:
"Årsregnskapet
og
årsberetningen
for
2024 godkjennes.
"The annual accounts and the directors'
report for 2024 are approved.
Det foreslåtte utbyttet på NOK 5,00 per The proposed dividend of NOK 5.00 per
aksje godkjennes." share is approved."
Sak 4 - Fullmakt til å beslutte utdeling av Item 4 - Authority to approve the distribution
utbytte of dividends
Styret har en utbyttepolitikk som tilsier at 80-
100% av justert resultat etter skatt, utbetales som
årlig utbytte. Styret ønsker å videreføre to
utbetalinger per år, hvor styret har fullmakt til å
fastsette og utbetale et halvårsutbytte i lys av
resultatet per tredje kvartal 2025.
The Board of Directors has a dividend policy that
targets that 80-100% of the adjusted net profit is
distributed as a dividend. The board plans to
continue to carry out two dividend payments per
year, where the board is authorized to approve
and distribute a half-yearly dividend considering
the results of the third quarter 2025.
Styret foreslår at generalforsamlingen treffer The Board of Directors proposes that the general
følgende vedtak: meeting pass the following resolution:
"Styret gis i henhold til allmennaksjeloven
§ 8-2 (2) fullmakt til å beslutte utdeling av
utbytte

grunnlag
av
Selskapets
årsregnskap for 2024. Fullmakten kan
utøves én gang.
"The Board of Directors is authorized
pursuant to the Public Limited Companies
Act § 8-2(2) to approve the distribution of
dividends based on the Company annual
accounts for 2024. The authority may be
used one time.
Fullmakten
gjelder
frem
til
ordinær
generalforsamling i 2026."
The authority shall remain in force until the
annual general meeting in 2026."
Sak 5 - Fastsettelse av honorar til Styrets Item 5 - Determination of the remuneration of
medlemmer the members of the Board of Directors
Forslaget
fra
valgkomiteen
er
inntatt
i
valgkomiteens
innstilling,
som
er
vedlagt
innkallingen.
The proposal of the nomination committee is set
out in the statement of the nomination committee,
which is enclosed to the notice.
Styret foreslår at generalforsamlingen treffer The Board of Directors propose that the general
følgende vedtak: meeting pass the following resolution:
"Medlemmene i Styret skal motta
følgende
honorar
for
perioden
mai
2024
til
generalforsamling i 2025:
«The members of the Board of Directors will
receive the following remuneration for the period
starting in May 2024 and ending at the Annual
General Meeting of 2025:
Styreleder:
NOK 700.000
Chairman:
NOK 700,000
Styremedlem:
NOK 435.000
Board member:
NOK 435,000
Tillegg medlem av
NOK 17.000
revisjonsutvalg:
per møte
Additional fee to member
NOK 17,000
of the audit committee:
per meeting
Tillegg for arbeid med
NOK 50.000
rekruttering av CEO til
to styremedlemmer:
Additional fee related to
NOK 50,000
the
recruitment of
CEO
for two board members:
Sak
6
-
Godkjennelse
av
honorar
til
Selskapets revisor
Item 6 - Approval of the remuneration of the
Company's auditor
Godtgjørelsen til Selskapets revisor for 2024 er
NOK 819.000, som dekker lovpålagt revisjon av
det
konsoliderte
årsregnskapet
samt
selskapsregnskap i konsernet til Kid ASA.
The remuneration of the Company's auditor for
2024 is NOK 819,000, which covers statutory
audit
of
the
consolidated
annual
financial
statements
of
the
Group
and
company
statements.
Sak 7 - Valg av ny revisor Item 7 - Election of new auditor
Selskapets nåværende revisor, PwC AS, har
vært Selskapets revisor siden 2015. I henhold til
revisjonsforordningen artikkel 17, implementert
som norsk lov i henhold til revisorloven § 12-1
skal et allmennaksjeselskap endre revisor minst
hvert tiende år med mindre perioden forlenges
etter en anbudsprosess iht. allmennaksjeloven §
7-2.
The Company's current auditor, PwC AS, has
been
the
Company's
auditor
since
2015.
According to the statutory audit regulation article
17, implemented as Norwegian law pursuant to
the Norwegian Auditors Act section 12-1, a public
limited liability company shall change its auditor
at least every ten years, unless the period is
extended
following
a
tender
process
in
accordance with the Norwegian Public Limited
Liability Companies Act section 7-2.
Styret har derfor funnet det hensiktsmessig å
foreta en vurdering av revisjonsoppdraget for
Selskapet og foreslår at generalforsamlingen
fatter vedtak om å beholde Selskapets revisor.
The board has therefore deemed it appropriate to
carry out an assessment of the assignment as
auditor for the Company and propose that the
general meeting resolves to keep the Company's
auditor.
Styret har vurdert ulike kandidater gjennom en
anbudsprosess og har etter gjennomgangen og i
henhold
til
en
anbefaling
fra
Selskapets
revisjonsutvalg besluttet at det er ønskelig å
beholde revisor og foreslår at PwC AS gjenvelges
som Selskapets revisor.
The board has considered various candidates
through a tender process and has, after the
review and following a recommendation from the
Company's
audit
committee
come
to
the
conclusion that it is desirable to keep the current
auditor and proposes that PwC AS is re-elected
as the Company's auditor.
Styret foreslår at generalforsamlingen treffer
følgende vedtak:
The board of directors proposes that the general
meeting adopts the following resolution:
"PwC AS gjenvelges som revisor for
regnskapsåret som starter 1. januar 2025."
"PwC is re-elected as auditor for the fiscal
year commencing on 1 January 2025."
Sak 8 - Valg av medlemmer til Styret Item 8 - Election of members to the Board of
Directors
Forslaget
fra
valgkomiteen
er
inntatt
i
valgkomiteens
innstilling,
som
er
vedlagt
innkallingen.
The proposal of the nomination committee is set
out in the statement of the nomination committee,
which is enclosed with the notice.
Styret foreslår at generalforsamlingen treffer
følgende vedtak:
The Board of Directors proposes that the general
meeting adopts the following resolution:
"Karin
Bing-Orgland
gjenvelges
som
styremedlem for en periode på to år."
"The general meeting re-elected Karin
Bing Orgland as member of the board for a
period of two years."
Sak 9 – Valg av medlemmer til valgkomiteen Item
9

Election
of
members
to
the
nomination committee
Forslaget
fra
valgkomiteen
er
inntatt
i
valgkomiteens
innstilling,
som
er
vedlagt
innkallingen.
The proposal of the nomination committee is set
out in the statement of the nomination committee,
which is enclosed with the notice.
Styret foreslår at generalforsamlingen treffer
følgende vedtak:
The Board of Directors proposes that the general
meeting adopts the following resolution:
"Sten-Arthur Sælør gjenvelges som leder
av valgkomiteen for en periode på ett år."
"The general meeting re-elected Sten
Arthur Sælør as chair of the nomination
committee for a period of one year."
Sak
10
-
Fastsettelse
av
honorar
til
valgkomiteens medlemmer
Item 10 - Determination of the remuneration of
the members of the nomination committee
Forslaget
fra
valgkomiteen
er
inntatt
i
valgkomiteens
innstilling,
som
er
vedlagt
innkallingen.
The proposal of the nomination committee is set
out in the statement of the nomination committee,
which is enclosed with the notice.
Sak 11 – Godkjennelse av retningslinjer om
fastsettelse av lønn og annen godtgjørelse til
ledende personer
Item 11 – Approval of guidelines on setting
the salary and other remuneration of leading
persons
Forslag til reviderte Retningslinjer fra Styret om
godtgjørelse til ledende personer er inkludert i en
egen innstilling, som er vedlagt innkallingen.
The proposed revised Guidelines from the board
of directors regarding remuneration for senior
executives is set out in a separate statement,
which is enclosed with the notice.
Styret foreslår at generalforsamlingen treffer
følgende vedtak:
The Board of Directors proposes that the general
meeting pass the following resolution:
"Generalforsamlingen godkjenner Styrets
forslag
til
reviderte
retningslinjer
for
godtgjørelse til ledende personer."
"The
general
meeting
approves
the
proposal
of
the
Board
of
Directors
regarding
revised
guidelines
for
remuneration for senior executives."
Sak
12

Rapport
om
lønn
og
annen
godtgjørelse til ledende personer
Item
12

Report
on
salary
and
other
remuneration to senior executives
Rapport om lønn og annen godtgjørelse til
ledende personer er inkludert i en egen innstilling,
som
er
vedlagt
innkallingen.
Etter
allmennaksjeloven § 6-16b skal det avholdes en
rådgivende avstemning over rapporten.
The report on salary and other remuneration to
senior executives is set out in a separate
statement, which is enclosed with the notice.
According to section 6-16b of the Public Limited
Liability Companies Act, an advisory vote shall be
held with respect to the report.
Styret foreslår at generalforsamlingen treffer The Board of Directors proposes that the general
følgende vedtak: meeting pass the following resolution:
"Generalforsamlingen gir sin tilslutning til
rapport om lønn og annen godtgjørelse til
ledende personer for 2024."
"The general meeting endorses the report
on salary and other remuneration to senior
executives for 2024."
Sak 13 - Styrefullmakt til kapitalforhøyelse Item 13 - Board authorization to increase the
share capital
Styret anser at det er i Selskapets interesse at
styret gis fullmakt til å forhøye Selskapets
aksjekapital med inntil 10%. Dette vil gi styret
fleksibilitet til å styrke Selskapets kapital eller
bruke Selskapets aksjer som vederlag der dette
måtte være hensiktsmessig.
The Board of Directors believes that it is in the
best interest of the Company that the Board is
granted authorization to increase the Company's
share capital by up to 10%. This will give the
Board of Directors flexibility to strengthen the
Company's capital or use the Company's shares
as consideration where appropriate.
Styret foreslår at generalforsamlingen treffer
følgende vedtak:
The Board of Directors proposes that the general
meeting pass the following resolution:
"Styret gis i henhold til allmennaksjeloven
§
10-14
(1)
fullmakt
til
å
forhøye
Selskapets aksjekapital med inntil NOK
4.877.419.
Innenfor
denne
samlede
beløpsrammen kan fullmakten benyttes
flere ganger.
"The Board of Directors is authorized
pursuant to the Public Limited Companies
Act § 10-14 (1) to increase the Company's
share capital by up to NOK 4,877,419.
Subject
to
this
aggregate
amount
limitation, the authority may be used on
more than one occasion.
Fullmakten kan bare benyttes til å utstede
aksjer som vederlag og til innhenting av ny
egenkapital.
The authority may only be used to issue
shares as consideration and to raise
additional equity.
Fullmakten
gjelder
frem
til
ordinær
generalforsamling i 2026, dog senest til 30.
juni 2026.
The authority shall remain in force until the
annual general meeting in 2026, but in no
event later than 30 June 2026.
Aksjeeiernes fortrinnsrett etter
allmennaksjeloven § 10-4 kan fravikes.
The pre-emptive rights of the shareholders
under
§
10-4
of
the
Public
Limited
Companies Act may be set aside.
Fullmakten omfatter kapitalforhøyelse mot
innskudd i penger og mot innskudd i andre
eiendeler enn penger. Fullmakten omfatter
rett til å pådra selskapet særlige plikter, jf.
allmennaksjeloven
§
10-2.
Fullmakten
omfatter
beslutning
om
fusjon
etter
allmennaksjeloven § 13-5."
The authority covers capital increases
against
contributions
in
cash
and
contributions other than in cash. The
authority covers the right to incur special
obligations for the Company, ref. § 10-2 of
the Public Limited Companies Act. The
authority covers resolutions on mergers in
accordance with § 13-5 of the Public
Limited Companies Act."
Sak 14 - Styrefullmakt til erverv av Selskapets
egne aksjer
Item
14
-
Board
authorisation
for
the
acquisition of the Company's own shares
Styret foreslår at generalforsamlingen gir en
fullmakt
til
å
erverve
egne
aksjer
som
representerer inntil 10% av aksjekapitalen. Dette
vil gi Selskapet fleksibilitet til å kjøpe tilbake egne
The Board of Directors proposes that the general
meeting grant an authorisation to acquire own
shares representing up to 10% of the share
capital. This will give the Company the flexibility

to buy back its own shares if this should be desirable in order to optimize the capital structure of the Company or to provide the Company with a holding of own shares which could be used as

aksjer dersom dette skulle anses hensiktsmessig for å optimalisere Selskapets kapitalstruktur eller skaffe Selskapet en beholdning egne aksjer som vil kunne benyttes som vederlag i transaksjoner

Styret foreslår at generalforsamlingen treffer følgende vedtak:

"Styret gis i henhold til allmennaksjeloven § 9-4 fullmakt til på vegne av Selskapet å erverve aksjer i Selskapet ("egne aksjer") med en samlet pålydende verdi på inntil NOK 4.877.419.

Ved erverv av egne aksjer kan det ikke betales et vederlag pr. aksje som er mindre enn NOK 70 eller som overstiger NOK 300.

Styret fastsetter på hvilke måter egne aksjer kan erverves eller avhendes.

Fullmakten gjelder frem til ordinær generalforsamling i 2026, dog senest til 30. juni 2026."

e.l. consideration in transactions etc.

The Board of Directors proposes that the general meeting pass the following resolution:

"The Board of Directors is authorized pursuant to the Public Limited Liability Companies Act § 9-4 to acquire shares in the Company ("own shares") on behalf of the Company with an aggregate nominal value of up to 4,877,419.

When acquiring own shares, the consideration per share may not be less than NOK 70 and may not exceed NOK 300.

The Board of Directors determines the methods by which own shares can be acquired or disposed of.

The authority shall remain in force until the annual general meeting in 2026, but in no event later than 30 June 2026."

*** ***

Ref no: PIN code:

Notice of Annual General Meeting

Meeting in Kid ASA will be held on 12 May 2025 at 15:00 hours CEST. Electronic meeting through Teams

Record Date: 5 May 2025 Registration Deadline according to bylaws: 8 May 2025

The Company accepts votes in advance for the Annual General Meeting. Registration Deadline for advance votes: 8 May 2025. Advance votes may only be executed electronically, through the Company's website http://investor.kid.no or via VPS Investor Services.

Notice of attendance

The Undersigned will attend the Annual General Meeting on 12 May 2025 and cast votes for:

____________________ own shares.

Notice of attendance should be registered electronically through the Company's website http://investor.kid.no or via VPS Investor Services. For notification of attendance through the Company's website, the above mentioned pin code and reference number must be stated.

For notification of attendance through VPS Investor service, pin code and reference number are not needed.

If you are not able to register your attendance electronically, you may send this form by e-mail to [email protected], or by regular mail to Nordea Bank Norge Abp Norwegian branch, Issuer Services, PO Box 1166 Sentrum 0107 Oslo, Norway. The notice of attendance must be received no later than 8 May 2025.

Note that shareholders who notify their attendance within the deadline set out above, must also send an e-mail to [email protected] to receive the digital invitation to the general meeting.

If the shareholder is a Company, please state the name of the individual who will be representing the Company: ______________________________

Place Date Name of shareholder and shareholder's signature

Proxy without voting instructions for Annual General Meeting of Kid ASA.

If you are unable to attend the meeting, you may grant proxy to another individual.

Ref no: PIN code:

Proxy should be submitted electronically through the Company's website www.investor.kid.no or via VPS Investor Services.

For granting proxy through the Company's website, the above mentioned pin code and reference number must be stated.

For granting proxy through VPS Investor service, pin code and reference number are not needed. If you are not able to register this electronically, you may send by e-mail to [email protected] , or by regular mail to Nordea Bank Norge Abp Norwegian branch, Issuer Services, PO Box 1166 Sentrum 0107 Oslo, Norway. The proxy must be received no later than 8 May 2025.

If you send the proxy without naming the proxy holder, the proxy will be given to the Chair of the Board of Directors, or an individual authorised by him or her.

Note that shareholders who notify their attendance by proxy (other than to the Chair of the Board of Directors) within the deadline set out above, must also send an e-mail to [email protected] to receive the digital invitation to the general meeting.

The undersigned: _____________________________________________________

hereby grants (tick one of the two)

the Chair of the Board of Directors (or a person authorised by him or her), or

_____________________________________________

(Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the Annual General Meeting of Kid ASA on 12 May 2025.

With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's Certificate of Registration must be attached to the proxy.

If you are unable to attend the Annual General Meeting in person, you may use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her.

Proxies with voting instructions to the Chair of the Board of Directors cannot be registered electronically and must be sent to e-mail [email protected] (scanned form), or by regular mail to Nordea Bank Norge Abp Norwegian branch, Issuer Services, PO Box 1166 Sentrum 0107 Oslo, Norway. The form must be received by Nordea Bank Norge, Issuer's Department no later than 8 May 2025.

Proxies with voting instructions must be dated and signed in order to be valid.

The undersigned: ______________________________________________________ Ref no:

hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Annual General Meeting of Kid ASA on 12 May 2025.

The votes shall be exercised in accordance with the instructions below. If the sections for voting are left blank, this will be counted 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 or her 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 2025 For Against Abstention
1. Election of a chairperson and a person to co-sign the minutes
2. Approval of the notice and the agenda
3. Approval of the annual accounts and directors' report of Kid ASA and the group for 2024,
including allocation of the result of the year, as well as consideration of the statement on
corporate governance and audit report
4. Authority to approve the distribution of dividends
5. Determination of the remuneration of the members of the Board of Directors
6. Approval of the remuneration of the Company's auditor
7. Election of new auditor
8. Election of member to the Board of Directors – the proposal from the Nomination Committee
Individual voting
8.1 Karin Bing Orgland
9. Election of member to the nomination committee – the proposal from the Nomination
Committee
Individual voting
9.1 Sten-Arthur Sælør
10. Determination of the remuneration of the members of the nomination committee
11. Approval of guidelines on setting the salary and other remuneration of leading persons
12. Report on salary and other remuneration to senior executives
13. Board authorisation to increase the share capital
14. Board authorisation for the acquisition of the Company's own shares

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regards to your right to attend and vote, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's Certificate of Registration must be attached to the proxy.

KID ASA - REMUNERATION POLICY FOR THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT TEAM

1 INTRODUCTION

1.1 About this Policy

The overall aim of this remuneration policy for the Board of Directors and the Executive Management team (the "Policy") is to provide a framework for remuneration at Kid ASA ("Kid" or the "Company", and together with its consolidated subsidiaries, the "Group"), as well as specific guidelines for incentive pay, based on an understandable and comprehensive overview of the remuneration provided by Kid.

The Policy and the remuneration guidelines herein shall apply to; (i) the Board of Directors (the "Board"), and (ii) the CEO of the Company and the senior management team of the Company (jointly, the "Executive Management Team"), and is subject to approval by the general meeting of the Company upon its first adoption, and later upon any material changes or at least every four years. This Policy shall, subject to approval by the general meeting, become effective immediately following the annual general meeting of the Company in 2025.

This guideline replace the previous guideline from 2021. The change from the previous policy is mainly related to making the short-term incentive (the "STI") more flexible, not only linking the bonus criteria to EBITDA performance, and a clarification on the length of the long-term incentive plan (the "LTI").

This Policy has been prepared in accordance with Section 6-16a of the Norwegian Public Limited Companies Act, and the Norwegian Regulation on guidelines and report for executive personnel (Nw: Forskrift om retningslinjer og rapport om godtgjørelse for ledende personer).

1.2 Objectives

The overall objectives of this Policy are to:

  • Support the purpose and sustainability of Kid;
  • Align the remuneration components with the interests of shareholders and other stakeholders relevant to the above;
  • Support delivery of Kid's strategic priorities; and
  • Provide guidelines for establishing remuneration to the Executive Management Team that attract, retain and motivate employees with the skills, qualifications and experience needed to maximize value creation for the Company and its shareholders.

1.3 Preparation and implementation of this Policy

The Board is responsible for preparing this Policy with regards to remuneration guidelines for the Executive Management. Further, the Board is responsible for implementing and evaluating the remuneration and other terms and conditions of appointment for the Executive Management Team pursuant to this Policy.

The Nomination Committee is responsible for preparing this Policy with regards to remuneration

guidelines for the Board. Further, the Nomination Committee is responsible for implementing and evaluating the remuneration of the Board members pursuant to this Policy.

The Board isresponsible for proposing the Policy for adoption at the Company's general meeting from time to time.

1.4 Consideration of employee pay and employment conditions when preparing this Policy

When making decisions about executive remuneration and setting the contents of this Policy, the Board also considered the remuneration arrangements in place for the Group's wider workforce.

Compensation for employees outside the Executive Management Team follows the same principles applied to executives, i.e.salary and employment conditions within comparable companies and within the retail sector in general.

1.5 Conflicts of interest

The Board acts independently of the Executive Management Team and the Nomination Committee acts independently of the Board, so no conflicts of interest should arise. No members of the Executive Management Team are present at the Board meeting when the remuneration of the Executive Management Team is discussed. Further, no members of the Board are present at Nomination Committee meetings the proposals for remuneration of the Board members are discussed.

2 REMUNERATION POLICY FOR THE BOARD OF DIRECTORS

2.1 Process

Pursuant to Article 6 of the Company's Articles of Association, the Company shall have a Nomination Committee consisting of minimum two, but no more than three members, as decided by the general meeting. The members of the Nomination Committee shall be shareholders or representatives of shareholders.

Pursuant to the Articles of Association, the Nomination Committee shall, inter alia, give the general meeting its recommendation regarding the remuneration of the Board members. In accordance with this, the Nomination Committee reviews Board fees at least annually. Fees are evaluated relative to companies of comparable size and complexity to Kid.

The Nomination Committee prepares recommendations for remuneration of the Board of Directors, and such recommendations are presented to the general meeting for approval before they come into effect. The remuneration of the Board members is approved as a separate item on the agenda of the annual general meetings of the Company.

2.2 Fee levels

The Chair and each Member of the Board of Directors receives a fixed annual fee. In addition, the Members of the Board's audit committee may receive an additional fee based on the number of meetings for such committee. The Board will utilize a similar approach if establishing additional subcommittees.

Individual Board members may be required to take on specific ad hoc tasks outside their normal duties assigned by the Board. In each such case, the Board shall determine a fixed fee (e.g. per diem) for the

work carried out related to those tasks. The fixed fee will be disclosed in the annual remuneration report.

2.3 Benefits

Additional fees or benefits may be provided to reflect, for example, accommodation, transport and other business-related expenses incurred while carrying out their role.

2.4 Incentive plans

Board members are not eligible to participate in any incentive arrangements operated by Kid.

3 REMUNERATION OF THE EXECUTIVE MANAGEMENT TEAM

3.1 Overall objective and principles

The overall objective of the remuneration guidelines for the Executive Management is to attract, retain and motive employees with the skills, qualifications and experience needed to maximize value creation for the Company and its shareholders.

Kid shall offer competitive terms to its Executive Management Team, and consequently, the remuneration of the Executive Management Team shall as far as possible be in line with the market level for remuneration of senior management in comparable companies. However, the remuneration of the Executive Management Team shall not be of a size or nature which is liable to harm the Company's reputation.

3.2 Process

The fixed salary for the CEO is proposed by the Chair of the Board and then subsequently approved by the Board. The fixed salary for the other members of the Executive Management Team is proposed by the CEO and subsequently approved by the Chair of the Board.

All other remuneration elements (pension, benefits, bonus programs, long-term incentive plans etc.) for the Executive Management Team is proposed by the CEO and/or the Chair of the Board and subsequently approved by the Board.

3.3 Remuneration elements and guidelines

Set out below are an overview of the various elements of the remuneration of the Executive Management Team.

3.3.1 Fixed salary

The fixed salary is set annually, considering a range of factors including; (i) the individual's skills, performance and experience, (ii) increases for the broader workforce, (iii) external market data amongst peer companies, (iv) the size and responsibilities of the role, and (v) the geographical location of the role, internal relativity and external economic environment.

Salary increases are set considering the factors set out on above.

Purpose and link to strategy: To provide fixed remuneration allowing Kid to attract, retain and motive employees with the skills, qualifications and experience needed to maximize value creation for the Company and its shareholders.

3.3.2 Pension

Kid has a defined contribution pension plan according to the mandatory requirements under Norwegian and Swedish law. The amount of Company paid pension contributions are set considering the wider workforce rate and market practice in Norway and Sweden.

Purpose and link to strategy: Encourages planning for retirement and long-term saving.

3.3.3 Benefits

The Company may offer customary benefits in kind to its Executive Management Team, including but not limited to car allowance or company car, coverage of telephony, broadband costs and newspaper subscriptions. In-kind benefits paid by the Company are set considering the wider workforce rate and market practice in Norway and Sweden.

Purpose and link to strategy: Provide market competitive and cost-effective benefits.

3.3.4 Short-term Incentive Plan ("STI")

The annual STI program must be linked to one or more pre-defined and measurable criteria, which may be financial or non-financial. The targets used by the company must have a clear link with the business strategy, long-term interests, and continued growth and profitability of the company. At least 75% of the targets must be financial targets.

Under the bonus program, the participantsmay receive a bonus of up to six-months'salary. The maximum level ofthe bonus program and its participants are approved by the Board on an annual basis.

Kid cannot claim refund of paid out bonuses.

Purpose and link to strategy: To incentivize delivery of Kid's short-term objectives and ensure a clear link with value creation.

3.3.5 Long-term Incentive Plan ("LTI")

Kid has implemented an LTI, in the form of a cash bonusincentive plan for the Executive Management Team and other key employees(the "Long-Term Bonus Program").

The Long-Term Bonusis earned based upon actual vs target full-year EBITDA on a consolidated basis. Under the Long-Term Bonus Program, a bonus payment will be deposited for subsequent payment in accordance with the share price development of Kid. The maximum amount of the bonus deposit will be based on a pre-defined number of monthly salary payments and the actual deposit will vary based on actual EBITDA as percentage of targeted EBITDA, as set out in the table below.

Actual EBITDA as percentage of targeted
EBITDA
Percentage of maximum annual bonus deposit
< 100% 0.0 %
100 % 50.0 %
105 % 75 %
110 % 100.0 %
>110 % 100.0 %

The maximum bonus deposited per year shall in total be equal or less than 6 months monthly salary. The deposited amount is adjusted according to the Company´s share price development on an annual basis, based on volume weighted average share price the week following the annual general meeting. The volume weighted share price is adjusted for dividends. The program was implemented in 2021. Each LTI is a five-year plan, where the bonus is earned the first year, deposited the second year, and paid out over the last three years in cash, with 25% the two first years and 50% the last year.

2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
2021 plan Earning Deposit 25% payout 25% payout 50% payout
2022 plan Earning Deposit 25% payout 25% payout 50% payout
2023 plan Earning Deposit 25% payout 25% payout 50% payout
2024 plan Earning Deposit 25% payout 25% payout 50% payout
2025 plan Earning Deposit 25% payout 25% payout 50% payout
2026 plan Earning Deposit 25% payout 25% payout 50% payout

No shares are issued or delivered to the participants under the Long-Term Bonus program. If Kid is delisted or more than 50% of the shares are owned by one investor, all outstanding payments under the Long-Term Bonus Program shall be redeemed based on the closing price on the last day of listing or the last purchase price of the investor who surpass ownership of 50% of the shares.

Bonus will only be paid to employees who are employed with the Group (i.e. employed without having given or received notice of termination) as of the date of payment of any bonus.

Kid cannot claim a refund of paid out bonuses.

Purpose and link to strategy: To incentivise and reward long-term value creation and align the incentives of the Executive Management Team with shareholders' interest.

3.4 Employment contracts

3.4.1 Notice periods

Kid may terminate the employment of an executive team member by giving 3 to 6 months' notice. Executives may terminate their employment by giving Kid 3 to 6 months' notice.

3.4.2 Severance payment

The Company may offer up to six months salary as a termination benefit for members of the Senior Executive Team.

4 BOARD DISCRETION TO DEVIATE FROM THIS POLICY

The Board may, to ensure Kid's long-term interests, resolve to temporarily deviate from any sections of this Policy in the following instances;

  • Upon change of the CEO;
  • Upon changes in the Group structure, organization, ownership and/ or business (e.g. in relation to mergers, takeovers, demergers, acquisitions etc.);
  • Upon material changes in the Company's strategy;
  • Upon changes in or amendments to relevant laws, rules or regulations (e.g. for regulatory, stock exchange control, tax or administrative purposes or to consider changes in legislation or corporate governance requirements or guidance); and
  • Upon other exceptional circumstances where the deviation may be required to serve the longterm interests and sustainability of the Company as a whole or to assure its viability.

Any deviation from this Policy shall be reported in the remuneration report for the relevant year. If a deviation has continued so that it cannot be deemed temporary, the Company shall prepare an amended policy to be presented at the next possible general meeting.

Kid ASA

Appendix 5

Remuneration Report 2024

Remuneration Report 2024

Kid ASA

Page 1 of 8

1. Key developments in remuneration3
1.1
Overall Company performance3
1.2 Key developments in Board remuneration3
1.3 Key developments in Executive Management remuneration 4
2. Total remuneration 5
2.1 Board remuneration5
2.2 Shareholdings by the Board5
2.3 Remuneration to Executive Management5
2.3.1 Short-term incentive plan6
2.3.2 Long-term incentive plan 6
2.4 Shareholdings by Executive Management7
3. Remuneration and Company performance 2020-20248

1. Key developments in remuneration

This report on remuneration to senior executives (the "Report") is prepared by the Board of Directors of Kid ASA (the "Company" or "Kid"). The Report has been prepared in accordance with the Norwegian Public Limited Liability Act 1997 section 6-16 b, the Norwegian Regulation on Guidelines and Report on Remuneration of Leading Employees of 2020 section 6 and the Norwegian Accounting Act section 7-31b.

The remuneration report for 2024 complies with the Remuneration Policy approved by the General Meeting in May 2021. The Policy is applicable for a period of four years unless material changes are proposed by the Board of Directors and can be found on the Company's website investor.kid.no. The Remuneration Policy is subject for a yearly review by the Board. The Board of Directors will evaluate and update the Remuneration Policy and is subject to be approved by the Annual General Meeting 2025.

The overall objective of the remuneration guidelines for the Executive Management is to attract, retain and motivate employees with the skills, qualifications and experience needed to maximize value creation for the Company and its shareholders. Kid shall offer competitive terms to its Executive Management Team, and consequently, the remuneration of the Executive Management Team shall as far as possible be in line with the market level for remuneration of senior management in comparable companies. However, the remuneration of the Executive Management Team shall not be of a size or nature which is liable to harm the Company's reputation.

The remuneration of the Board is approved by the Annual General Meeting 2025. The Board of Directors are not eligible to participate in any incentive arrangements operated by Kid and receive a fixed annual fee.

The Remuneration Policy, adopted by the General Meeting 2021, has been fully implemented. No deviations from the remuneration guidelines have been decided and no derogations from the procedure for implementation of the remuneration guidelines have been made. No remuneration has been reclaimed by the Company during the reported financial year. The Remuneration Report will be presented to the Annual General Meeting 2025 for an advisory vote.

1.1 Overall Company performance

Revenues for 2024 increased by 10.9% to MNOK 3,784.9 (MNOK 3,413.6). The like-for-like sales growth was 8.6% and online sales grew by 10.4%, accounting for 12.3% of total revenues. Gross margin was 61.9% (61.5%) for 2024. Other operating expenses including IFRS 16 and employee benefit expenses, ended at 34.9% of revenues, compared to 35.7% in 2023. Operating profit (EBIT) was MNOK 555.3, up from MNOK 480.4, driven by increased revenues and gross margin.

In accordance with the Remuneration Policy, the remuneration of the Executive Management consists of a fixed annual salary and performance-based bonuses. Since the targets of the short- and long-term incentive plans are linked to the Company's profitability targets, the development of the Company's business operations is reflected in the remuneration paid to the Executive Management. For further details on the Company's performance in 2024, reference is made to the Company's consolidated annual accounts for 2024, available on the Company's website investor.kid.no.

1.2 Key developments in Board remuneration

The Nomination Committee is responsible for preparing matters related to the election and remuneration of the members of the Board of Directors for the General Meeting. At the Annual General Meeting 2024 ("AGM 2024"), the chairman of the Board and two Board members were re-elected. One new Board member was elected. Furthermore, the Annual General Meeting approved to adjust the Board remuneration based on the levels of remuneration for elected members of Boards of Directors in comparable companies. The General Meeting resolved that the remuneration of the Board of Directors for the previous twelve months should be as followed (NOK in thousands).

Remuneration to the Board 2023 2024
Chairman:
Fee 525 575
Board member:
Fee 385 410
Number of members 5 5
Additional fee to audit committee:
Fee 15 per meeting 16 per meeting
Number of members 3 2
Remuneration to the Nomination Committee
Chairperson 45 75
Member 40 60
Number of members 2 2

The table shows the total Board remuneration which has approved by the Annual General Meeting in 2024 and 2023 (NOK in thousands) for the periods from May 2022 until May 2023 and from May 2023 until May 2024, respectively.

No Board member has taken on additional tasks in the company outside their normal duties during the year.

1.3 Key developments in Executive Management remuneration

During the year, there have been no changes in the composition of the Executive Management, however Anders Fjeld informed 1 November 2024 the Board that he will resign as CEO. He holds the position until 1 May 2025, when he will be replaced by Marianne Fulford.

The remuneration in 2024 was in line with the approved Remuneration Policy. The remuneration level is a result of business results, individual performance and alignment with competitive terms. The decrease in total remuneration expenses to Executive Management compared to 2023 is due to the CEO resignation resulting in loss of accrued bonus (short- and long-term), partly offset by bonuses for Executive Management as well as annual adjustments of base salary and a discretionary bonus of MNOK 0.9 to the outgoing CEO, given by the Board in accordance with section 4 in the Remuneration Policy.

The incentive plans are based on financial targets aligned with the strategic ambition. As a result of good financial performance in 2024, both the short-term and the long-term programs resulted in 100% bonus. In 2023, the short-term incentive and long-term incentive program resulted in 100% of maximum bonus.

2. Total remuneration

2.1 Board remuneration

The following table shows the total Board remuneration which has been paid in 2024 and 2023 (NOK in thousands) for the periods from May 2023 until May 2024 and from May 2022 until May 2023, respectively.

Board of Directors 2024 Position Other benefits Total
Espen Gundersen* Chairman of the Board*** 506 506
Petter Schouw-Hansen** Chairman of the Board 671 671
Karin Bing Orgland* Board Member 506 506
Liv Berstad Board Member 410 410
Gyrid Skalleberg Ingerø Board Member 410 410
Jon Brannsten Board Member 0 0
Rune Marsdal** Board Member 410 410
Nomination committee
Petter Tusvik Nomination committee 0 0
Geir Moe Nomination committee 60 60
Sten Arthur Sælør Nomination committee 75 75

*Members of the Audit Committee

**Left the Board at AGM 2024

***From AGM 2024

Board of Directors 2023 Position Other benefits Total
Petter Schouw-Hansen* Chairman of the Board 660 660
Rune Marsdal Board Member 385 385
Karin Bing Orgland* Board Member 520 520
Liv Berstad Board Member 385 385
Gyrid Skalleberg Ingerø Board Member 385 385
Espen Gundersen* Board Member 505 505
Nomination committee
Geir Moe Nomination committee 40 40
Sten Arthur Sælør Nomination committee 45 45

*Members of the Audit Committee.

2.2 Shareholdings by the Board

The following table shows the shareholdings of the Board per 31.12.24 and 31.12.23

Number of shares 2024 2023
Petter Schouw-Hansen n.a. 54 808
Liv Berstad 1 270 1 270
Gyrid Skalleberg Ingerø 3 007 3 007
Karin Bing Orgland 32 629 32 629
Espen Gundersen 7 000 7 000
Jon Brannsten - n.a.
Rune Marsdal n.a. 20 427

2.3 Remuneration to Executive Management

The total remuneration for Executives comprises a base salary, a short-term cash-based incentive, a longterm cash-based incentive, a pension contribution and other benefits. The fixed remuneration enables the Executives to take decisions with a long-term perspective in mind without undue considerations for shortor long-term incentives. The variable remuneration is designed to promote performance in line with the

Company's strategy and to further align the interests of Executives and shareholders. The variable remuneration is based on the financial targets of the Group. Set out below is an overview of the Executive remuneration in the fiscal year 2023 and 2024 (NOK in thousands).

Fixed remuneration
Variable remuneration
Base salary* Pension Other Short term Long term Total % fixed
remuneration /
benefits** incentive plan incentive plan remuneration % variable
2024 remuneration
Anders Fjeld, CEO 4 953 57 216 890 0 6 116 85 / 15
Mads Kigen, CFO 1 884 26 9 1 000 461 3 380 57 / 43
Anders Lorentzson, VD Hemtex*** 3 079 445 169 1 106 824 5 623 66 / 34
Variable remuneration
Fixed remuneration
% fixed
Base salary* Pension Other Short term Long term Total remuneration /
benefits** incentive plan incentive plan remuneration % variable
2023 remuneration
Anders Fjeld, CEO 4 009 55 215 2 000 1376 7 655 56 / 44
Mads Kigen, CFO 850 16 850 425 2 167 41 / 59
25
Eystein Lund, former CFO 1 702 14 3 - 0 1 719 100 / 0

*Base salary includes holiday pay

**Other benefits includes car allowance

***The remuneration for Anders Lorentzson is presented in SEK

There have not been any loans or guarantees granted to key management personnel for either 2023 or 2024. The CEO has 6 months' salary as termination benefit if the termination is initiated by the Company. There are no share-based payments, other than the share price-component in the long-term incentive plan described in section 2.3.2.

2.3.1 Short-term incentive plan

For 2024, the Board determined the maximum possible bonus to be 6 months' base salary for the Chief Executive Officer and Chief Financial Officer and 4.5 months' base salary for the VD of Hemtex. The bonus is determined based on the financial performance of the Company in relation to the EBITDA excl. IFRS 16 target for the financial year. For 2024 the EBITDA excl. IFRS 16 target was MNOK 547.5. Please refer to the Remuneration Policy section 3.3.4 for more information on targets and bonus thresholds.

The short-term bonus for the Executives was 100% of maximum (100% in 2023). Due to Anders Fjeld resigning from his position as CEO, no bonus was accrued, however, a discretionary bonus was given by the Board subject to adjustment according to the share price development on the date of payment. As a result, the accrued bonus for the Chief Executive Officer, Chief Financial Officer and VD Hemtex for 2024 is MNOK 3.0 (MNOK 3.8).

2.3.2 Long-term incentive plan

The Executive Management participates in a long-term cash-based incentive plan with bonuses based on the financial profit target (EBITDA excl. IFRS 16) for the financial year. For 2024 the EBITDA excl. IFRS 16 target was MNOK 547.5. Please refer to the Remuneration Policy section 3.3.4 for more information on targets and bonus thresholds. The deposit is adjusted based on the change in the Company´s share price on a volume weighted average share price the week following the Annual General Meeting adjusted for dividends and the following periods until date of payout. The program is a five-year plan, designed with annual payments over the last three years following the Annual General Meeting after the financial year of the deposit, with 25% the two first years and 50% the last year. The program was first launched in 2021 and is approved annually by the Board of Directors.

2021 2022 2023 2024 2025 2026 2027 2028
Earning Deposit 25% payout 25% payout 50% payout
n.a. n.a. n.a. n.a. n.a.
Earning Deposit 25% payout 25% payout 50% payout
Earning Deposit 25% payout 25% payout 50% payout
Anders Fjeld Anders Mads Kigen Eystein Lund
Long-term incentive plan for Group Executive Management (TNOK) Lorentzson
Awarded long-term incentive plan 2021 825 645 613
Payments of long-term incentive plan deposits - - -
Changes in long-term incentive plan deposits - - -613
Adjusted deposit on previous incentive due to change in share price -160 -125 -
Outgoing balance 2022 665 520 - -
Payments of long-term incentive plan deposits (already accrued) -205 -161 - -
Changes in long-term incentive plan deposits - - - -
Adjusted deposit on previous incentive due to change in share price 376 294 - -
Awarded long-term incentive plan 2023 1 000 645 425 -
Outgoing balance 2023 1 835 1 298 425 -
Payments of long-term incentive plan deposits (already accrued) -361 -282 - -
Changes in long-term incentive plan deposits -1 736 0 0 -
Adjusted deposit on previous incentive due to change in share price 262 8 6 -39 -
Awarded long-term incentive plan 2024 0 738 500 -
Outgoing balance 2024 - 1 839 886 -

For 2021, Executive Management earned the maximum deposit of 3 months' salary. The first payment based on the deposits for 2021 was made after the Annual General Meeting 2023 and the final payment after the Annual General Meeting 2025.

For 2022, Executive Management did not earn a deposit on this incentive plan.

For 2023, Executive Management earned the maximum deposit of 3 months' salary, which amount to MNOK 2.1. The first payment based on the deposits for 2023 was made after the Annual General Meeting 2025 and the final payment after the Annual General Meeting 2027.

For 2024, Executive Management earned the maximum deposit of 3 months' salary, which amount to MNOK 1.2. The first payment based on the deposits for 2024 will be made after the Annual General Meeting in 2026 and the final payment after the Annual General Meeting in 2028.

2.4 Shareholdings by Executive Management

There are no share-based payment schemes in Kid ASA. The members of the Executive Management are encouraged to hold shares in the Company. The following table shows the shareholdings of the Executive Management:

Number of shares 2024 2023
Anders Fjeld 138 000 138 000
Mads Kigen 2 000 500
Anders Lorentzson* - -

*4,950 shares as per end of March 2025

3. Remuneration and Company performance 2020- 2024

A summary of the development of the Executive Management remuneration, of employee remuneration and of Company performance in the five-year period 2020–2024 is provided in the table below (NOK in thousands).

Remuneration 2020 2021 2022 2023 2024
Anders Fjeld, CEO Remuneration 7 145 6 043 3 733 7 655 6 116
% change 88 % -15 % -38 % 105 % -20 %
Mads Kigen*, CFO Remuneration 2 167 3 380
% change n.a. 56 %
Eystein Lund**, former CFO Remuneration 2 754 4 238 1 920 1 719 -
% change n.a. 54 % -55 % n.a. n.a.
Henrik Frisell***, former CFO Remuneration 1 512 -
% change n.a -
Anders Lorentzson, VD Hemtex**** Remuneration 5 098 4 947 3 208 5 198 5 623
% change n.a. -3 % -35 % 62 % 8 %
Remuneration 1 545 1 844 2 128 2 840 2 913
Board of Directors* % change 38 % 19 % 15 % 33 % 3 %
Average
Average remuneration on a full-time remuneration 569 575 550 575 603
equivalent basis of employees of the
Group** % change -1 % 1 % -4 % 4 % 5 %
Company performance
EBITDA ex IFRS 16 535 111 590 533 426 203 544 900 630 700
% change 51 % 10 % -28 % 28 % 16 %
Net income 356 098 384 426 249 244 313 827 398 591
% change 71 % 8 % -35 % 26 % 27 %

*Mads Kigen started as CFO 1 July 2023, hence % change in 2023 is not calculated

**The employment period for Eystein Lund ended 31 March 2023, hence % change in 2023 is not calculated

***The employment period for Henrik Frisell ended 30 September 2020, hence % change in 2020 is not calculated

****Hemtex AB was acquired in May 2019. The salary of the VD in Hemtex has been included from 2020 as the first full year

*****The Board of Directors increased by one member in 2023

******The average salary for other employees in Hemtex has been calculated based on constant currency to ensure comparability. Average salary has been calculated based on total remuneration of all other employees divided by the average FTE for the year. Included in total remuneration is base salary, holiday pay and accrued bonus.

Lier, 9 April 2025

The Board of Kid ASA

Espen Gundersen Chairman (Sign.) (Sign.)

Karin Bing Orgland Board member

Liv Berstad Board member

Gyrid Skalleberg Ingerø Board member (Sign.) (Sign.)

Jon Brannsten Board member

Anders Fjeld Chief Executive Officer (Sign.) (Sign.)

STATEMENT OF THE NOMINATION COMITTEE IN KID ASA ("Kid")

INTRODUCTION

The Nomination Committee of Kid is governed by the articles of the association, and the members of the Nomination Committee are elected by the General Meeting. The Nomination Committee consists of the following members:

Sten-Arthur Sælør (chair) Petter Tusvik

The Nomination Committee makes its recommendation to the General Meeting regarding the election of the shareholders' representatives to the Board of Directors, and their remuneration.

Guidelines for the Nomination Committee was adopted by the General Meeting in August 2015.

The Nomination Committee has held eight meetings since the last General Meeting, including meetings with the Chairman of the Board and the Chief Executive Officer. The Nomination Committee has gathered information from the administration, the Board of Directors and other persons considered relevant. The Nomination Committee also has undertaken a review of its own performance and its Guidelines.

The Nomination Committee has taken into account the need for balancing continuity against renewal. This has been particularly relevant due to the coming change of the CEO, in May 2025.

Contact with the shareholders has been actively maintained, and the Nomination Committee has ensured that the recommendation is communicated with the major shareholders. Information on how shareholders can make recommendations to the Nomination Committee has been communicated.

The Board of Directors is recommended to consist of 5 members.

ITEM 8 ON THE AGM AGENDA: RECOMMENDATION FOR MEMBERS TO THE BOARD OF DIRECTORS

The Nomination Committee at the annual General Meeting on 12 May 2025 will recommend the following resolution:

Karin Bing Orgland, to be re-elected for a period of two years.

The members of the board of directors are not associated with any major shareholders.

The Board of Directors will thereafter comprise:

Name Served since Election period # shares per 31.12.24
Espen Gundersen May 2022 2024-2026 7,000
Karin Bing Orgland August 2015 2025-2027 32,629
Gyrid Skalleberg Ingerø May 2020 2024-2026 3,007
Jon Brannsten May 2024 2024-2026 0
Liv Berstad May 2020 2024-2026 1,270

ITEM 5 ON THE AGM AGENDA: RECOMMENDATION ON REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

The Nomination Committee has based its recommendation on remuneration on the levels of remuneration for elected members of boards of directors in comparable companies.

Based on the above, the Nomination Committee unanimously recommends the following resolution:

The members of the Board of Directors will receive the following remuneration for the period starting in May 2024 and ending at the Annual General Meeting of 2025:

Chairperson: NOK 700,000 Directors: NOK 435,000 Members of audit committee: NOK 17,000 per meeting

The audit Committee has consisted of: Karen Bing Orgland (chair) Espen Gundersen

The Board of Directors appointed Espen Gundersen and Gyrid Skalleberg Ingerø to facilitate the process leading up to appointment of a new CEO. The Nomination Committee recommends a remuneration of NOK 50,000 each for managing the process,

ITEM 9 AND 10 ON THE AGM AGENDA: NOMINATION COMMITTEE

The Nomination Committee consists of minimum two members. The members of the Nomination Committee, including its chairperson, are normally elected by the General Meeting for a period of two years.

The members were elected in 2024. The chair, though, was elected for a period of 1 year, ending in 2025. The committee recommends the following resolution:

Sten-Arthur Sælør to be re-elected as chair for a period of 1 year.

The following remuneration is proposed for the Nomination Committee:

The chair of the Nomination Committee will receive a remuneration of NOK 80,000 and the member of the Nomination Committee a remuneration of NOK 50,000 for the period starting in May 2024 and ending at the Annual General Meeting of 2025.

26 March 2025

Sten-Arthur Sælør Petter Tusvik Chair

INFORMATION ON THE BOARD OF DIRECTORS

Espen Gundersen Position: Chairperson Appointed: May 2022 (Board member), May 2024 (Chairperson) # shares per 31.12.24: 7,000

Espen Gundersen was born in 1964 and is a Norwegian citizen. He has had several positions within Tomra Systems ASA in the period 1999 to 2022, including CFO from 2003 and deputy CEO from 2009. Prior to joining Tomra, he served as VP Business Development of Selmer ASA for five years. He started his career with Arthur Andersen in 1989. He holds an MBA from the Norwegian School of Management in Oslo and a CPA from the Norwegian School of Economics and Business Administration in Bergen. Espen Gundersen is also chairman of the board in Hexagon Purus ASA (including head of the audit committee), board member in Scatec ASA (including head of the audit committee) and board member in Norsk Hydro.

Gundersen is independent of the company's executive personnel, material business contacts and main shareholders.

Liv Berstad

Position: Board Member
Appointed: May 2020
# shares per 31.12.24: 1,270

Liv Berstad (1961) is currently the Retail and Store Portfolio Manager for the clothing company KappAhl in Sweden, Norway, Finland and Poland. Berstad has extensive experience from the aviation industry and retail trade in the Nordic region, mainly from construction material, fashion and cosmetics. She is a Business Economist from BI Norwegian School of Management. Berstad has had several board appointments the last twenty years for companies both in Norway and Scandinavia. She is a Norwegian citizen and resides in Norway.

Berstad is independent of the company's executive personnel, material business contacts and main shareholders.

Jon Brannsten

Position: Board Member Appointed: May 2024 # shares per 31.12.24: 0

Jon Brannsten (1976) is currently Partner in the Management & Technology consultancy BearingPoint, a company he joined in 2006 and has been Partner since 2015. He is leading their Technology Advisory and Strategy practices in Norway. With extensive expertise in technology and digitalization, Mr. Brannsten oversees the firm's services in the Consumer Goods and Retail sectors. He has successfully advised Clevel executives and board members and has been instrumental in leading large-scale technology and digital transformations for some of the largest retail companies in the Nordics. He holds a MSc in Business from Nord University Business School, specialized in Innovation and Entrepreneurship. He is a Norwegian citizen and resides in Norway.

Brannsten is independent of the company's executive personnel, material business contacts and main shareholders.

Karin Bing Orgland

Board Member
August 2015
32,629

Karin Bing Orgland (1959) is currently a professional board member in various companies including Chairman of the BOD of Entur AS and Elektroimportøren AS, board member and chairing the Audit Committee in NRC Group ASA, Chairman of the Board of Røisheim Hotell AS and Boardmember of Røisheim Eiendom AS, board member of SpareBank1 Lom og Skjåk. She has extensive experience from various management and board positions within the DNB Group between 1985 and 2013. Bing Orgland resides in Oslo, Norway and holds a Master of Business and Economics degree from the Norwegian school of Economics.

Bing Orgland is independent of the company's executive personnel, material business contacts and main shareholders.

Gyrid Skalleberg Ingerø

Position: Board Member
Appointed: May 2020
# shares per 31.12.24: 3,007

Gyrid Skalleberg Ingerø (1967) is currently self-employed with a focus on board work and investments. She is currently deputy chair of the board at Telenor ASA, and board member at Höegh Autoliners ASA, Gjensidige ASA, Kitron ASA and Itera ASA. She is Audit Chair in Kitron and Itera, and member of the audit committee in Telenor, Høegh Autoliners and Gjensidige. Ingerø has extensive experience in financial and accounting matters from management positions in different listed companies. In addition to relevant industry experience. Until recently, she was EVP & Group CFO at Kongsberg Gruppen ASA, a leading global technology company with operations in 40 countries. Ingerø has varied board experience from listed companies over the past 20 years, banking experience from Nordea, and has served as CFO / Investor Relations at Komplett Group ASA, SVP & CFO at Telenor Norway, and SVP & CFO at Telenor Digital Businesses, as well as many years at KPMG. She is a Norwegian citizen and resides in Norway.

Skalleberg Ingerø is independent of the company's executive personnel, material business contacts and main shareholders.

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