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Navamedic — Proxy Solicitation & Information Statement 2026
Apr 15, 2026
3668_rns_2026-04-15_0534deb8-6b56-4448-8fa9-3644fd617f68.pdf
Proxy Solicitation & Information Statement
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RECOMMENDATIONS BY THE NOMINATION COMMITTEE OF NAVAMEDIC ASA
TO
THE GENERAL MEETING TO BE HELD ON 23rd OF APRIL 2026
- Election of Board members
The current members of the Board of Directors were all elected until the Annual General Meeting in 2026 on the extraordinary General Meeting on the 7th of January 2026.
The nomination committee of Navamedic ASA (the "Company") has in connection with the preparation of the recommendations set out herein been in contact with some of the Company's largest shareholders, the chairman and board members of the Company's Board of Directors (the "Board").
Further this preparation is a result of that Navamedic have not performed according to expectations last year and it is considered a need for new competence and experience in the board.
The nomination committee has on this basis held several meetings to discuss the composition of the Board and Board member candidates to ensure that its recommendations are in general representative of the views of the largest shareholders, that the Board has sufficient expertise and business experience, that the composition of the Board is balanced with respect to gender, that the Board as a whole is sufficiently representative of the Company's shareholders and that the candidates are sufficiently independent of the Company's executive management and have sufficient time to carry out their duties as a member of the Board, in accordance with the recommendations set out in the Norwegian Code of Practice for Corporate Governance and the Instructions for the Nomination Committee adopted by the Company.
After having careful considerations of the applicable requirements and recommendations regarding the composition of the Board including the Company's need for improvements, business, industry expertise and continuity, capacity and diversity the nomination committee has unanimously resolved to recommend Hilde Furberg and Camilla Harder Hartvig as new board members.
Hilde Furberg (1958) holds a Master of Science from the University of Oslo, Norway. She is an independent consultant and a professional board member. She has broad senior leadership experience, coming from her 35 years in sales, marketing, strategy and general management in Pharma/Biotech. Her experience is in different areas of specialty care, and from small to large global companies. Hilde Furberg has worked in Companies like Baxter and Genzyme, she was most recently European Head of Rare Diseases for Sanofi Genzyme. In addition to working for Genzyme/Sanofi Genzyme, she has served as a non-executive director of Calliditas, BerGenBio, Probi, Pronova, Clavis, Algeta, Tappin, OncoZenge, BioMe and chair of the board for Blueprint Genetics. She is currently an industrial advisor to Investinor and board member of Sedana Medical, Herantis, Pluvia Biotech and PCI Biotech.
Camilla Harder Hartvig (1969) has 30 years of operational and strategic commercial experience within the worldwide lifescience industry. She has lived abroad for most of her career, only returning to Denmark in 2023. Her most recent roles were as EVP, CCO in Ascendis Pharma in Copenhagen; EVP, CCO in Theramex Ltd based in London and before that SVP for the International region in Alexion
Pharmaceuticals based out of Zurich. Camilla has led numerous product launches worldwide, most notably as the VP Global Marketing for AstraZeneca. She has served on boards for more than a decade, in leading companies like Danish Crown A/S and CWorldWide and currently sits on the board of GG Ventures (London), MagCath ApS, Biobridge Partners and Fluoguide A/S in Copenhagen. She is an Executive Advisor in AS3 Executive; a leading Nordic C-level outplacement company and is also a member of the investor group Angella Invest where she is currently enrolled in their Angel and Venture Capital Investor Accelerator Programme. Camilla holds a MBSc in economics and business administration – international marketing and management from CBS, a CEMS MIM from HEC in Paris and board educations from Harvard and INSEAD.
The nomination committee recommends that Morten Jurs continues as Chair in respect of his pharma and leadership experience and secure continuity. The nomination committee believes that this solution in combination with increased business experience of the board will be the best solution for the company.
Provided that the general meeting elects the Board members recommended above, the Board will consist of the following shareholder elected members until the Annual General Meeting in 2027:
- Morten Jurs, Chair
- Rune Wahl, Board member
- Hilde Furberg, Board member
- Camilla Harder Hartvig, Board member
- Mads Helmich Pedersen, Board member
- Otto Moltke-Hansen, Observer
It is the opinion of the nomination committee that the above composition of the Board is appropriately composed to meet the requirements of the company's operations and strategy, taking into account the company's business activities and financial position and will comply with recommendations and requirements pertaining to continuity, independence, professional competence (including qualifications for amongst Audit Committee) and representation of both genders.
2. Remuneration
The nomination committee proposes the following remuneration:
a) Board of directors
NOK 575.000 to the Chairman and NOK 350.000 to Board members.
b) Audit committee
NOK 90.000 to leader and 65.000 to members.
c) Remuneration committee
NOK 40.000 to leader and 30.000 to members.
3. Nomination Committee
The nomination committee proposes Bård Brath Ingerø (leader), Katarina Hammar and Karianne Melleby to the nomination committee until the Annual General Meeting in 2027.
The nomination committee proposes NOK 50.000 to the leader and NOK 40.000 to the members as remuneration.
Oslo 15th of April 2026
Bård Brath Ingerø
Sign.
Katarina Hammar
Sign.
Kristian Huseby
Sign.
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