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Napatech A/S Proxy Solicitation & Information Statement 2026

Mar 27, 2026

9936_rns_2026-03-27_1d2c48b6-b0e6-4f28-8e41-cba3468eb020.pdf

Proxy Solicitation & Information Statement

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Form of proxy

Napatech A/S (the "Company")

Proxy for annual general meeting on 23 April 2026

The undersigned hereby authorise, constitute and appoint ___ or, in case of no write-in, the chair of the board of directors (or failing the chair of the board of directors, any individual duly appointed by such chair) to represent the undersigned at the annual general meeting to be held at Tobaksvejen 23A, 2860 Soeborg, Denmark on Thursday, 23 April 2026, at 10.00 a.m. CEST or any adjournment thereof, for the purposes set forth below and in the notice of the annual general meeting issued by the Company on 27 March 2026.

☐ Please mark your votes as in this example. Gray areas cannot be marked.

Item Resolutions FOR AGAINST ABSTAIN
1 The Board of Directors' report on the activities of the Company
2 Presentation and adoption of the annual report
3 Distribution of profit or covering of loss according to the adopted annual report
4 Presentation of and advisory vote on the remuneration report
5 Approval of the Board of Directors' remuneration
6 Election of the Board of Directors, including its chair
6.a Re-election of Lars Rahbæk Boilesen (chair)
6.b Re-election of Johan Christian Jebsen
6.c Re-election of Lynn A. Comp
6.d Re-election of Patty Kummrow
6.e Re-election of Shannon John Poulin
6.f Re-election of Zane Ball
7 Election of member(s) to the Nomination Committee
7.a Re-election of Ole Peter Lorentzen
8 Approval of remuneration to the members of the Nomination Committee
9 Re-election of EY Godkendt Revisionspartnerselskab as auditor
10.a Approval of the Company's revised remuneration policy
10.b Authorization to the Board of Directors to issue warrants to members of the Board of Directors pursuant to article 7.12 of the Company's Articles of Association
10.c New authorization to issue new shares without pre-emption rights

Item Resolutions FOR AGAINST ABSTAIN
11 Any other business

Alternatively:

☐ I will attend the general meeting in person and vote for my/our shares.

Signature(s): ____ Date: ____

Note: Please sign exactly as name appears below, joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such.

Name of shareholder in block letters: _____

Your proxy is to be received by DNB Bank ASA, Registrars Department, Oslo, no later than Friday, 17 April 2026 at 11.59 p.m. CEST.

The P.O. Box address is DNB Bank ASA, Registrars Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Alternatively, send the proxy as PDF to [email protected] within the date and time.

DNB Bank ASA, Registrars Dept.