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Nekkar AGM Information 2021

May 5, 2021

3669_rns_2021-05-05_c53c3ea5-e6b6-4567-850c-3bd73c0f5f97.pdf

AGM Information

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To the shareholders of Nekkar ASA

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Nekkar ASA will be held on Thursday 27 May 2021 at 12:00 (0:00 p.m.) in the offices of the company, Andøyfaret 31, Kristiansand.

Important notice: Due to the outbreak of the corona virus Covid‐19, shareholders are encouraged to abstain from appearing in person at the general meeting, but rather participate by means of prior voting or granting a proxy as described below.

The following items are on the agenda:

Opening of the meeting by Chairman of the Board, Trym Skeie, and registration of shareholders present at the meeting.

  • 1. Election of one person to chair the meeting and one person to take the minutes of the meeting Chairman of the Board, Trym Skeie, will be proposed as chairperson
  • 2. Approval of the proposal for agenda and meeting notice
  • 3. Election of a person to co-sign the minutes with the chairperson
  • 4. Approval of the company's Annual Report and Directors' Report for 2020, including allocation of annual results:

The annual report, which consists of the annual accounts of Nekkar ASA and the group, the board of directors' report and the auditor's report for 2020, is available at the company's web site (www.nekkar.com).

The Board of Directors propose that no dividend will be paid out of the accounting year 2020.

Proposal for resolution:

"The Annual General Meeting approved the Directors Report, corporate governance principles and annual accounts for 2020 for Nekkar ASA and the group.

The Annual General Meeting approved that no dividend will be paid out for the accounting year 2020."

5. Approval of the auditor's fees for 2020.

Nekkar ASA and the group has paid a total of NOK 2 182 000 (vs. NOK 2 893 000 in 2019) in fees for services, NOK 2 182 000 (NOK 2 893 000) rendered to KPMG. Of this Nekkar ASA has paid NOK 1 827 000 (NOK 2 573 000), where NOK 1 285 000 (NOK 1 781 000) is related to audit and NOK 542 000 (NOK 792 000) is related to other services.

Note 1 in the accounts for Nekkar ASA for 2020, gives an account of the fees paid out to the company's auditor for professional services, including auditing of the company's subsidiaries, as well as fees related to auditing of the company's consolidated accounts for 2020.

Proposal for resolution:

"The Annual General Meeting approves the auditor's fee of NOK 1 827 000."

  • 6. Proposal to authorize the Board of Directors to increase the company's share capital by issuing shares. The proposal is enclosed as Appendix 1A.
  • 7. Proposal to authorize the Board of Directors to increase the company's share capital by issuing shares to employees and board members. The proposal is enclosed as Appendix 1B.
  • 8. Proposal to give the Board of Directors authority to buy own shares. The proposal is enclosed as Appendix 1C.
  • 9. Guidelines for adoption of remuneration and other benefits for leading persons in the company.

The proposal is enclosed as Appendix 2.

  • 10. Election of members to the Board of Directors and stipulation of remuneration to the Board of Directors - Nomination Committee's recommendations. The proposals are enclosed as Appendix 3.
  • 11. Election of members to the Nomination Committee and stipulation of remuneration to the Nomination Committee - the Board of Directors' recommendation to remuneration. The proposals are enclosed as Appendix 4.

The company's annual accounts and Directors' Report for 2020, this Notice and the appendixes are available on the company's website www.nekkar.com.The same for "Articles of Association" and "Procedures for Nomination".

The company's share capital consists of 106 327 129 shares, each with a nominal value of NOK 0.11. Each share has one vote.

A shareholder, not present himself at the general meeting, may (i) attend the general meeting by proxy, or (ii) prior to the general meeting cast vote by filling out and returning the enclosed voting slip. The deadline for prior voting is 24 May 2021 at 16:00h. Up until the deadline, votes already cast may be changed or withdrawn. If a shareholder chooses to attend the general meeting in person or by proxy, votes already cast prior to the general meeting will be considered withdrawn.

Proxies may be granted to the Chairman of the Board, Trym Skeie, or CEO Preben Liltved, or anyone else the shareholders may wish to grant a proxy to

Shareholders may attend the Annual General Meeting either in person or by proxy. Shareholders who wish to meet by proxy must fill out and send in the enclosed proxy form. Proxies may be granted to the Chairman of the Board, Trym Skeie, or CEO Preben Liltved, or anyone else the shareholders may wish to grant a proxy to.

Shareholders who wish to participate in the Annual General Meeting is requested to give notice to the company before 4:00 pm 24 May 2021 on email: [email protected], or by sending the enclosed form (Appendix 5) by post to Nekkar ASA.

From Nekkar ASA articles of associations:

§ 9 Registration date. A shareholder's right to participate in and vote at the Annual General Meeting may only be exercised if the acquisition is registered in the registry of shareholders at the latest five working days prior to the Annual General Meeting, ref. section 4-2 third paragraph of the Norwegian Public Limited Liability Companies Act.

§ 10 The board of directors may resolve that shareholders may attend the general meeting by electronic means, including also that they may exercise their rights as shareholders electronically. The board of directors has decided that shareholders at this general meeting may cast votes prior to the general meeting or participate by proxy, cf. Appendix 5.

Any shareholder has the right to submit alternative proposals to the Board of Directors' proposals for resolutions. Shareholders may further propose other matters for consideration by the Annual General Meeting, if the matter is submitted in writing to the company at the latest four weeks prior to the date of Annual General Meeting. Pursuant to the Norwegian Public Limited Companies Act, Section 5-14 (1), the Annual General Meeting may consider matters included in the Notice. Matters conveyed subsequent to the aforementioned date, will not normally be considered. The following matters may still be taken up for consideration, pursuant to the Norwegian Public Limited Companies Act, Section 5-14 (2); (i) matters that are statutory according to the law or the company's Articles of Association (ii) proposals regarding inquiry; and (iii) proposals for summoning a new General Meeting to resolve proposals submitted by the Annual General Meeting.

The shareholders are furthermore entitled to request information from members of the Board and general manager in accordance with further provisions of the Norwegian Public Companies Act, Section 5-15.

This Notice and its appendices and outline for resolutions, as well as information regarding the number of shares and votes in the company, are available on the company's website www.nekkar.com. Shareholders may contact the company per mail or e-mail for being sent the relevant documents.

Kristiansand, 6 May 2021

Nekkar ASA Board of Directors

APPENDIX 5 NOTICE OF ATTENDANCE AT THE GENERAL MEETING OF NEKKAR ASA

The board request that those who wish to participate at the general meeting kindly confirm by email to [email protected], within 16:00 hrs Monday 24 May 2021.

Attendance/attendance slip

At Nekkar ASA's general meeting on 27 May 2021:

Owner: (Name in block letters)

casts the following number of votes:

    1. As owner of shares
    1. By proxy for owners of shares

Place Date

Signature Name in block letters

Voting slip for prior voting and proxy form

You may choose to (i) grant someone the authority to vote for you, or (ii) cast vote prior to the general meeting. If you choose to grant someone the authority to vote for you and do not authorize anyone, you may send the authorization to the company without appointing a proxy. The company will then add the name of the Chairman of the Board or CEO before the general meeting is held.

This form must be received by Nekkar ASA within 16:00 hrs 24 May 2021, by email to [email protected].

As the owner of shares in Nekkar ASA, I hereby (tick off your choice):

ALTERNATIVE I:

□ Grant:

(Name in block letters)

the authority to attend and vote on my/our behalf at the general meeting of Nekkar ASA on 27 May 2021 in accordance with the enclosed voting instruction.

ALTERNATIVE II:

□ Cast vote prior to the general meeting in accordance with the enclosed voting slip.

Place Date

Signature Name in block letters

VOTING SLIP / VOTING INSTRUCTIONS

You can use this form as voting slip for prior voting or voting instruction if you grant someone the authority to vote for you. Set cross for the applicable option. If you grant someone the authority to vote for you and leave an option blank, the authority person decides the voting.

ITEM FOR AGAINST WAIVER
4 Approval of the company's Annual Report and Directors'
Report for 2020, including allocation of annual results
5 Approval of auditor's fee for 2020
6 Proposal to authorize the Board of Directors to increase the
company's share capital by issuing shares
7 Proposal to authorize the Board of Directors to increase the
company's share capital by issuing shares to employees and
board members
8 Proposal to give the Board of Directors authority to buy own
shares
9 Guidelines for adoption of remuneration and other benefits for
leading persons in the company
10.1 Election of vice-chairman Marit Solberg
10.2 Election of board member Ingunn Svegården
10.3 Approval of remuneration to the board
11.1 Election of nomination committee member Anne-Grete
Ellingsen
11.2 Election of nomination committee member Leif Haukom
11.3 Approval of remuneration to the nomination committee

To the shareholders of Nekkar ASA

APPENDICES TO NOTICE OF ANNUAL GENERALMEETING

The Annual General Meeting of Nekkar ASA will be held on Thursday 27 May 2021 at 12:00 (0:00 p.m.) in the offices of the company, Andøyfaret 31, Kristiansand.

This document contains appendix 1-5 to the Notice + voting slip for prior voting / voting instructions

From Articles of Association §8

If documents relating to matters to be treated at the general meeting have been made available to the shareholders on the company's website, the company shall not be required to send such documents to the shareholders. However, if a shareholder so requires, such documents must be sent to such shareholder at no cost.

APPENDIX 1A

PROPOSAL TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE COMPANY'S SHARE CAPITAL BY ISSUING SHARES

The Board proposes to establish an authorization for the Board of Directors to carry out an increase of share capital.

The Board of Directors considers a possibility to increase of the company's share capital to be beneficial, in order to i.a. further develop the company and/or in order to be in a position to acquire other business activity or capital assets within the same or corresponding business sector as the company. In order to take advantage of good business opportunities, the Board of Directors proposes to be granted authority to issue new shares without giving notice of an extraordinary general meeting in each individual case. Since the authority is granted i.a. to acquire other business activity, the authority must further include the right to waiver the shareholders' pre-emptive right, cf. the Norwegian Public Limited Companies Act, cf. Section 10-4 cf. Section 10-5.

Proposal for resolution:

  • a) In accordance with the Norwegian Public Limited Companies Act, Section 10-4, the Board of Directors is granted authority to increase the company's share capital by up to NOK 1,169,598.43, by a subscription of up to 10,632,713 shares, each at a nominal value of NOK 0.11.
  • b) The share capital increase may be effected against cash contribution or other nonmonetary compensation, and the authorization comprises the right to bring upon the company specific obligations. For example, the share capital increase may be done in the form of an acquisition of other business activity or capital asset within the same or corresponding business sector as the company. The authorization comprises a resolution regarding merger according to Section 13-5, including merger with a subsidiary against settlement in parent company shares.
  • c) The share capital increase may be effected through one or more directed share issues. The authorization entails that the company's Board of Directors is granted authority to set the date, and to stipulate the subscription price for the new subscription.
  • d) In connection withits resolution on a share capital increase, the Board of Directors shall be able waive the shareholders' pre-emptive right to subscribe to shares, cf. the Norwegian Public Limited Companies Act, Section 10-4 cf. Section 10-5.
  • e) The Board of Directors is granted authority to carry out necessary amendments to the Articles of Association in connection with the abovementioned share capital increases.
  • f) The authorization remains in effect until the next Annual General Meeting and lateston 30.06.22.

APPENDIX 1B

PROPOSAL TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE COMPANY'S SHARE CAPITAL BY ISSUING SHARES TO EMPLOYEES AND BOARD MEMBERS

In the Board of Directors' proposed guidelines for adoption of remuneration and other benefits for leading persons in the company, it is proposed that the Board of Directors may issue shares and options. Reference is made to Appendix 2. The company's share program has also been introduced for other employees.

Thus, the Board of Directors proposes to establish a separate authorization for such purpose.

Due to the authorization being proposed for this purpose, the authority must include the right to waive the shareholders' pre-emptive right, cf. the Norwegian Public Limited Companies Act, cf. Section 10-4 cf. Section 10-5.

Proposal for resolution:

  • a) In accordance with the Norwegian Public Limited Companies Act, Section 10-4, the Board of Directors is granted authority to increase the company's share capital by up to NOK 308,889.79, by a subscription of up to 2,808,089 shares, each at a nominal value of NOK0.11.
  • b) The capital increase shall be effected against cash contribution, and accordingly does not include capital increase in the event of a merger.
  • c) The share capital increase may be effected through one or more resolutions regarding the issue of shares to employees and/or board members. The authorization entails that the company's Board of Directors is given authority to determine in more detail the conditions for the subscription of shares, including to set the subscription date and subscription price of the shares, and to determine which persons may subscribe for shares in thecompany.
  • d) The shareholders' pre-emptive right to subscription of shares, pursuant to the Norwegian Public Limited Companies Act, Sections 10-14 and 10-15, may be waived.
  • e) The Board of Directors is granted authority to carry out necessary amendments to the Articles of Association in connection with any share issue.
  • f) The authorization remains in effect until the next Annual General Meeting and lateston 30.06.22.

APPENDIX 1C

PROPOSAL TO GIVE THE BOARD OF DIRECTORS THE AUTHORITY TO BUY OWN SHARES

The Board of Directors proposes that the Annual General Meeting adopts a resolution granting the Board of Directors authority to buy own shares for deletion, or to use them for a purpose described in Appendix 1B cf. Appendix 2. It shall not be possible to use the authority for other purposes.

Proposal for resolution:

  • a) The board of directors is given the authority to buy own shares at Oslo Stock Exchange corresponding to a share capital up to a total of NOK 805,799.50, corresponding up to 7,325,450 shares, each at a nominal value of NOK0.11.
  • b) The lowest and the highest share price for the shares are NOK 1 and NOK 25.
  • c) This authority will remain in effect to the next Annual General Meeting and lateston 30.06.22.

APPENDIX 2

GUIDELINES FOR ADOPTION OF REMUNERATION AND OTHER BENEFITS FOR LEADING PERSONS IN THE COMPANY

In accordance with the Norwegian Public Limited Liability Companies Act section 6-16a, the Board of Directors proposes that the following guidelines for adoption of remuneration and other benefits for leading persons in the Company:

1 PURPOSE

These guidelines are prepared by the Board of Directors in Nekkar ASA ("The Company") in accordance with section 6-16a of the Norwegian public limited liability companies act and regulations regarding guidelines for and remuneration report for leading employees.

Management salary is an important instrument in the harmonisation of company interests with the interests of leading personnel. Shareholders are therefore given a certain influence on the Company's management salary through the publication and approval of these guidelines. The general principles for management salary are that they should be suitable to attract and retain skilled managers without being leading compared to the industry and avoiding that the variable element constitutes a too large portion of the total compensation and thus entailing unfortunate incentives and short-term focus.

Following the sale of "TTS", the Company has taken a new strategic direction and is now focusing on developing and commercialising new business areas. A specific goal is to develop disruptive technology within electrification, digitalisation and automation which makes the ocean-based industry even more sustainable. Syncrolift AS remained in the Nekkar group after the sale of "TTS", and the strategy for a natural development of this company has been maintained.

2 SCOPE

These guidelines shall apply to leading persons in the Company as defined by section 6-16a. As for the Company this includes the management group in the Company and employees who are members of the Company's Board of Directors. In addition to Chief Executive Officer, this includes Chief Financial Officer, Chief Operating Officer and Executive Vice President for the various business units (top management group). Remuneration for personnel other than leading persons is not included in these guidelines.

The Company has established a remuneration scheme which in general shall stimulate goal achievement and promote good risk management, counteract high risk-taking and contribute to avoiding conflicts of interest. The Company's long-term interests and financial sustainability shall be safeguarded. In general, the remuneration scheme shall also be based on equal pay for male and female employees for equal work or work of equal value. The Company's remuneration shall be competitive, but not industry leading. The Company conducts annual reviews of the practise of the remuneration scheme, and the Company's written report is reviewed by independent supervisory bodies.

3 FURTHER ON REMUNERATION TO BE DISTRIBUTED OR RECIEVED BY LEADING PERSONS

4.1 Remuneration of directors

The nomination committee assesses and presents proposals for the remuneration of directors. The nomination committee conducts an assessment of the company's director's fee on the basis of among other things the company size and complexity as well as level of director's fees in other listed Norwegian companies. The size of the fee is not affected by the company's financial development.

Proposed director's fee also includes fee for committee work, including audit committee.

4.2 Remuneration of leading employees

When it comes to remuneration of Company leading employees, the Company mainly focuses on fixed salary and uses variable remuneration to a limited extent. The following is included in the fixed remuneration to leading employees:

Base salary:

Base salary is stipulated based on the position's responsibility, complexity, competence and seniority.

Other remuneration:

Pension scheme:

The Company has established a defined contribution pension scheme. Leading persons do not have special agreements which includes early retirement or supplementary pension.

Severance pay arrangements:

The use of severance pay is limited. Severance pay may however, in some instances serve as a good alternative for all involved parties. Severance pay may therefore be used in special cases but limited upwards to one annual salary.

Other special remunerations:

Leading employees may be awarded other special benefits which are generally used in comparable positions in the industry, such as free telephone, home pc, free broadband connection, newspapers, postqualifying education/course, company car/car arrangement and parking.

Share Options and other forms of remuneration related to shares or share price development:

The Company has a history of maintaining a share option program and share options may still be used if deemed practical by the board.

Performance-related pay arrangement:

Under the Company's bonus scheme, the maximum bonus is limited to 6 months base salary. The measurement criteria are linked to personal goal achievement, financial goal achievement for the group and financial goal achievement for the relevant business unit. Stipulation of bonus is performed by the chief executive officer or the Board of Directors and is based on an overall assessment of the measurement criteria. The purpose of the performance-related arrangement is to stimulate the continuous development of the Company's value creation, growth and results.

Share purchase program:

Employees and board members are given the opportunity to acquire shares in the Company at a discounted price against a lock-in period which prevents the sale of the share within a specified period (2-3 years). Furthermore, employees and board members may acquire shares at a discounted price within the tax-free limit. The board shall determine the detailed allocations within the limit, determined in a separate authorisation regarding annual capital increase. The distribution to board members is made after conferring with the nomination committee.

5 ANNUAL REMUNERATION REPORT

The Board of Directors shall ensure the preparation of a remuneration report for each fiscal year providing a comprehensive overview of paid and outstanding remuneration and benefits which are included in these guidelines. Prior to the handling of the remuneration report by the general meeting, the auditor shall verify that the remuneration report contains the required information pursuant to prevailing regulations. The general meeting shall hold an advisory vote relating to the remuneration report. The remuneration report for the following year shall include an account of how the result of the general meeting's vote at the previous general meeting was taken into consideration.

6 DEVIATION FROM THE GUIDELINES

In extraordinary cases related to significant corporate events which require extraordinary efforts from the leading employees, the Board of Directors may resolve to deviate from these guidelines. The reason for such deviation must be objectively motivated by the common interest of the shareholders to retain and motivate key persons in extraordinary situations.

Deviations must be considered necessary by the board of directors for the relevant situation and for the relevant employee. Any deviation must be justified in writing and stated on the annual remuneration report to be presented at the general meeting for advisory vote the following year. The Board of Directors may not deviate from the guidelines in relation to remuneration of the board members. Such deviations may be

proposed and presented to the general meeting for general voting.

7 CHANGES TO THE GUIDELINES

In the event of changes to the guidelines, the new updated guidelines shall describe any significant changes approved by the general meeting. In the event of changes, the Company shall consider the shareholder's view and voting of the guidelines. The guidelines shall be presented to the general meeting for approval at least every four years.

8 PUBLICATION

These guidelines shall be updated the day before the general meeting's approval and be made available on the Company's internet page along with the results of the vote.

Proposal for resolution:

The Annual General Meeting approves the guidelines for adoption of remuneration and other benefits for leading persons in the Company.

APPENDIX 3 The Nomination Committee's proposal

The Nomination Committee has had the following members:

Anne-Grete Ellingsen, chairman Leif Haukom, member

The instruction for the Nomination Committee is available at the company's website www.nekkar.com.

The Nomination Committee considers itself as independent of the Board of Directors and the management. Neither member of the Nomination Committee is represented in the company's management or the Board of Directors.

The Nomination Committee has received the board evaluation for 2021 and held meetings with the chairman of the Board of Directors and shareholder Rasmussengruppen AS /Dag Rasmussen, which is represented by one member in board in Nekkar ASA. In addition, the Nomination Committee has had a meeting with the interim CEO.

The unanimous proposal from the Nomination Committee to the Annual General Meeting 27 May 2021 is as follows:

1. Election of members to the Board of Directors

Pursuant to the Articles of Association, the company's Board of Directors shall consist of 3-5 members. Currently, the Board of Directors consists of 4 members.

The Nomination Committee has considered the Board of Directors' composition and competence, in addition to the Board of Directors own evaluation from Q1 2021. On this basis, the Nomination Committee proposes that no amendment is made to the Board of Directors on the ordinary general meeting on 27 May 2021.

The Nomination Committee proposes that the general meeting makes the following resolution with respect to the composition of the Board of Directors on the ordinary general meeting on 27 May 2021:

Name: Period Proposal
Trym
Skeie (Chairman)
2020
-
2022
Not up for election
Gisle Rike 2020
-
2022
Not up for election
Marit Solberg
(Vice chair)
2019 -
2021
Re-elected
for 2 years 2021-2023
Ingunn Svegården 2019 -
2021
Re-elected
for 2 years 2021-2023

CV for each member proposed re-elected follow below:

CV for shareholder-elected Board of Directors:

Directors of the Board, up for election:

Marit Solberg

Marit Solberg (b. 1956) is an independent board member elected by the extraordinary general meeting held on 19 September 2019. She has had a long career with leading positions within the seafood business, i.a. as COO for farming in Mowi ASA, and she has expertise within technical and biological aquaculture.

Solberg has solid board experience, including. i.a. the position as chairman of Norsk Sjømatråd (2013- 2015) and vice-chairman of Sparebanken Vest (2008-2016). Currently, she is a board member of several companies, including i.a. Sparebankstiftelsen Sparebanken Vest, Aquacon AS, GC Rieber Compact AS and Patogen AS. She holds a master's degree in microbiology from the University of Bergen.

Solberg owns 73,479 shares in Nekkar ASA.

Ingunn Svegården

Ingunn Svegården (b. 1978) is an independent board member elected by the extraordinary general meeting held on 19 September 2019. Svegården currently holds a position as VP New Energy Solutions in Equinor ASA.

She holds a master's degree in Chemistry and Biotechnology from the Norwegian University of Science and Technology (NTNU). Svegården has held several senior positions within the Equinor group, as well as several non-executive director roles in start-ups and funds.

Svegården owns no shares or options in Nekkar ASA.

2. Remuneration for the Board of Directors

The Nomination Committee has evaluated the development in the company's remuneration for the Board of Directors in accordance with the development of the size of the company and complexity, the Nomination Committee's internal analysis of the level of directors' fees in Norwegian listed companies, and own evaluations / experiences. The Nomination Committee proposes the following remuneration to the Board of Directors, including remuneration for committee work:

Chairman (1) Directors, shareholder-elected (3) NOK 500,000 NOK 315,000

The higher level of remuneration to the chairman of the Board of Directors is based on the additional workload for this position. The Board of Directors also function as the audit committee of the company, and such work is included in the proposed remuneration.

The proposed remuneration will be in effect from Annual General Meeting in 2020 (27.05.20) to the Annual General Meeting in 2021 (27.05.21).

Proposed remuneration for each member is as follows if the Annual General Meeting approved the proposed remuneration:

Name: Remuneration
Trym Skeie NOK 500,000
Gisle Rike NOK 315,000
Marit Solberg NOK 315,000
Ingunn Svegården NOK 315,000

Proposal for resolution:

The Annual General Meeting approved the proposed remuneration for each member as follows:

Name: Remuneration
Trym Skeie NOK 500,000
Gisle Rike NOK 315,000
Marit Solberg NOK 315,000
Ingunn Svegården NOK 315,000

APPENDIX 4

REMUNERATION OF THE NOMINATION COMMITTEE

1. Election of members to the Nomination Committee - Proposal from the Nomination Committee

The Nomination Committee consists of:

Anne-Grete Ellingsen Chair Self-employed business consultant
Leif Haukom Member Self-employed business consultant

The members of the Nomination Committee consider themselves as independent of the company's Board of Directors and management. They are not members of the company's governing bodies. The Nomination Committee was elected for a term of two years at the Extraordinary General Meeting on 19 September 2019 and both are up for election.

According to "Procedures for Nomination, chp. 2.2" the Nomination Committee elects its own chair.

CV for the members of the Nomination Committee:

Anne-Grete Ellingsen

Anne-Grete Ellingsen (b. 1953) is CEO of Management & Energy AS. Previously she held the position as CEO in Global Center of Expertise (GCE) NODE with 100 + suppliers to the global energy- and maritime sector. She holds a MSc degree in petroleum technology and an Executive Master in Energy Management.

She has experience from several leading positions within the energy sector for companies such as Petroleum Safety Authority Norway, Elf Aquitaine (now a part of Total), Equinor, Agder Energi and Vestavind Offshore. Her experience includes both offshore oil & gas and ocean-based wind, as well as land-based wind and hydroelectric power, with projects and operations both in Norway and internationally. Ellingsen has been secretary-general for World Petroleum Congress and state secretary in the Ministry of Petroleum and Energy. She has a broad experience as board member from both listed and unlisted companies in the private and public sector.

Proposal for resolution:

Anne-Grete Ellingsen is elected as a member of the Nomination Committe for a period of 2 years.

Leif Haukom

Leif Haukom (b. 1950) is a consultant and independent member of several board of directors. He is educated engineer from the University of Agder, in addition to education within economy and leadership. He has 35 years of experience from the offshore and maritime industry, including the position as CEO for Maritime Tentech, Aker Pusnes and MacGregor Pusnes. Haukom has a broad experience as chairman and board member in Norwegian companies and their international subsidiaries.

Leif Haukom has previously been a board member in Nekkar ASA, 2017-2019.

Proposal for resolution:

Leif Haukom is elected as a member of the Nomination Committee for a period of 2 years.

2. Remuneration of the Nomination Committee - proposal from the Board of Directors

Nekkar ASA's Board of Directors proposes remuneration of the Nomination Committee as follows:

Chair NOK 67
000
Members of the committee NOK 40
000

Proposed remuneration applies from the Annual General Meeting in 2020 (27.05.20) until the Annual General Meeting in 2021 (27.05.21).

Distribution of proposed remuneration for each member if the proposal from the Board of Directors is approved:

Navn Remuneration
Anne-Grete Ellingsen NOK 67,000
Leif Haukom NOK 40,000

Proposal for resolution:

The Annual General Meeting approved the proposed remuneration for each member as follows:

Navn Remuneration
Anne-Grete Ellingsen NOK 67,000
Leif Haukom NOK 40,000

APPENDIX 5 NOTICE OF ATTENDANCE AT THE GENERAL MEETING OF NEKKAR ASA

The board request that those who wish to participate at the general meeting kindly confirm by email to [email protected], within 16:00 hrs Monday 24 May 2021.

Attendance/attendance slip

At Nekkar ASA's general meeting on 27 May 2021:

Owner:
(Name in block letters)
casts the following number of votes:
1. As owner of shares
2. By proxy for owners of shares
Place Date
Signature Name in block letters

Voting slip for prior voting and proxy form

You may choose to (i) grant someone the authority to vote for you, or (ii) cast vote prior to the general meeting. If you choose to grant someone the authority to vote for you and do not authorize anyone, you may send the authorization to the company without appointing a proxy. The company will then add the name of the Chairman of the Board or CEO before the general meeting is held.

This form must be received by Nekkar ASA within 16:00 hrs 24 May 2021, by email to [email protected].

As the owner of shares in Nekkar ASA, I hereby (tick off your choice):

ALTERNATIVE I:

□ Grant:

(Name in block letters)

the authority to attend and vote on my/our behalf at the general meeting of Nekkar ASA on 27 May 2021 in accordance with the enclosed voting instruction.

ALTERNATIVE II:

□ Cast vote prior to the general meeting in accordance with the enclosed voting slip.

Place Date

Signature Name in block letters

VOTING SLIP / VOTING INSTRUCTIONS

You can use this form as voting slip for prior voting or voting instruction if you grant someone the authority to vote for you. Set cross for the applicable option. If you grant someone the authority to vote for you and leave an option blank, the authority person decides the voting.

ITEM FOR AGAINST WAIVER
4 Approval of the company's Annual Report and Directors'
Report for 2020, including allocation of annual results
5 Approval of auditor's fee for 2020
6 Proposal to authorize the Board of Directors to increase the
company's share capital by issuing shares
7 Proposal to authorize the Board of Directors to increase the
company's share capital by issuing shares to employees and
board members
8 Proposal to give the Board of Directors authority to buy own
shares
9 Guidelines for adoption of remuneration and other benefits for
leading persons in the company
10.1 Election of vice-chairman Marit Solberg
10.2 Election of board member Ingunn Svegården
10.3 Approval of remuneration to the board
11.1 Election of nomination committee member Anne-Grete
Ellingsen
11.2 Election of nomination committee member Leif Haukom
11.3 Approval of remuneration to the nomination committee