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Nekkar AGM Information 2026
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AGM Information
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NEKKAR
To the shareholders of Nekkar ASA
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of Nekkar ASA will be held on
Thursday 28 May 2026 at 12:00 p.m.
in the offices of the company, Lumberveien 27, Kristiansand.
The following items are on the agenda:
Opening of the meeting by the Chairman of the Board, Håkon André Berg, and registration of shareholders present at the meeting.
- Election of one person to chair the meeting and one person to take the minutes of the meeting
The Chairman of the Board, Håkon André Berg, will be proposed as chairperson.
-
Approval of the proposal for agenda and meeting notice
-
Election of a person to co-sign the minutes with the chairperson
-
Approval of the Financial Statements and Directors' Report for 2025, including allocation of annual results
The Annual Report, comprising the Financial Statements of Nekkar ASA and the group for 2025, the Board of Directors' Report and the Auditor's Report, is available on the company's website (www.nekkar.com). The Annual Report also includes the Board's report on corporate governance in accordance with section 3-3 b of the Norwegian Accounting Act, which shall be presented to the general meeting for consideration in accordance with section 5-6 (4) of the Norwegian Public Limited Companies Act ("NPCA").
The Board of Directors proposes that no dividend be distributed for the financial year 2025.
Proposal for resolution:
"The Annual General Meeting approves the Directors' Report and Financial Statements for 2025 for Nekkar ASA and the group.
The Annual General Meeting approves that no dividend be distributed for the financial year 2025."
- Approval of the auditor's fees for 2025
In 2025, the Nekkar group paid a total of NOK 2,790,000 (vs. NOK 1,942,000 in 2024) to KPMG as auditor. Of this, Nekkar ASA paid NOK 1,935,000 (NOK 1,460,000), of which NOK 1,768,000 (NOK 1,460,000) is related to statutory audit and NOK 167,000 (NOK 0) is related to other services and attestation assignments.
Note 2 in the Financial Statements for Nekkar ASA for 2025 sets out the fees paid to the company's auditor for professional services, including fees related to the audit of the consolidated accounts for 2025.
Proposal for resolution:
"The Annual General Meeting approves the auditor's fee of NOK 1,935,000."
- Advisory vote on the Remuneration Report
The Remuneration Report is included in the Annual Report for 2025 and is available on the company's website (www.nekkar.com). Pursuant to section 6-16b of the NPCA, the general meeting shall hold an advisory vote on the Board of Directors' Remuneration Report, cf. section 5-6 (4) of the NPCA.
Proposal for resolution:
"The Annual General Meeting endorses the Remuneration Report."
- Approval of guidelines for remuneration and other benefits to executive personnel
In accordance with section 6-16a of the NPCA, the general meeting shall approve the Board of Directors' guidelines for determining remuneration and other benefits for the CEO and other members of senior management. The guidelines shall be approved upon material changes and at least every four years. Last approved by the general meeting in 2022. The Board's updated guidelines are set out in Appendix 1.
Proposal for resolution:
"The Annual General Meeting approves the guidelines for remuneration and other benefits to executive personnel, as set out in Appendix 1 to the Notice."
- Proposal to authorize the Board of Directors to increase the company's share capital by issuing shares
The proposal is enclosed as Appendix 2A.
- 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 2B.
- Proposal to authorize the Board of Directors to buy own shares
The proposal is enclosed as Appendix 2C.
- Election of board members, stipulation of board remuneration, and election of new Nomination Committee – Nomination Committee’s recommendation
The proposals are enclosed as Appendix 3.
- Remuneration to the Nomination Committee
The Board of Directors proposes the following resolution:
"Remuneration to the Nomination Committee shall be NOK 72,744 for the chair and NOK 43,430 for a member for the period from the Annual General Meeting of 2025 to the Annual General Meeting of 2026."
The company's Financial Statements and Directors' Report for 2025, this Notice and the appendices are available on the company's website www.nekkar.com. The same applies to the Articles of Association and the procedures for the Nomination Committee.
The company's share capital consists of 107,427,112 shares, each with a nominal value of NOK 0.11. Each share has one vote.
A shareholder who is not present at the general meeting may (i) attend the general meeting by proxy, or (ii) vote prior to the general meeting by completing and returning the enclosed voting slip. The deadline for prior voting is 26 May 2026 at 16:00 hrs. Up until the deadline, votes already cast may be changed or withdrawn. If a shareholder chooses to attend in person or by proxy, prior votes will be considered withdrawn.
Proxies may be granted to the Chairman of the Board, Håkon André Berg, or the CEO, Ole Falk Hansen, or anyone else the shareholders may wish to appoint.
Shareholders who wish to participate in the Annual General Meeting are requested to notify the company no later than 4:00 pm on 26 May 2026 by email to [email protected], or by sending the enclosed form (Appendix 4) by post. Shareholders wishing to attend digitally are requested to give specific notice of this. Practical information related to digital attendance will be communicated in due course.
Record date: Only shareholders registered in the Norwegian Central Securities Depository (VPS) as of 21 May 2026 (five business days prior to the general meeting) are entitled to participate and vote at the general meeting, cf. section 4-2 third paragraph of the NPCA. Acquisition of shares after this date does not confer voting rights at this year's general meeting.
From the Articles of Association of Nekkar ASA:
§ 9 Shareholders who wish to attend the general meeting shall notify the company in advance. Notification must be received by the company no later than two working days before the general meeting. The Board of Directors may resolve that shareholders may vote in writing prior to the general meeting. Such votes may also be cast by electronic means. The Board of Directors may establish further guidelines for prior written votes.
§ 10 The Board of Directors may resolve that shareholders may attend the general meeting by electronic means, including 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 4.
Pursuant to section 1-8 of the NPCA and the regulations on intermediaries covered by section 4-5 of the Central Securities Depository Act, the Notice is sent to custodians for onward distribution to the shareholders for whom they hold shares. Holders of nominee-registered shares must communicate with their custodians, who are responsible for forwarding prior votes, proxies and/or attendance notices to the company. Registration must be completed no later than two working days prior to the general meeting (i.e. 26 May 2026), cf. section 5-3 (1) of the NPCA.
Any shareholder has the right to submit alternative proposals to the Board of Directors' proposed resolutions. Shareholders may also propose additional matters for consideration, provided the matter is submitted in writing to the company at least four weeks prior to the meeting. Pursuant to section 5-14 (1) of the NPCA, the Annual General Meeting may only consider matters included in the Notice. The following matters may still be considered under section 5-14 (2): (i) matters required by law or the Articles of Association, (ii) proposals regarding an inquiry, and (iii) proposals for convening a new general meeting.
Shareholders are furthermore entitled to request information from members of the Board and the CEO in accordance with section 5-15 of the NPCA.
This Notice and its appendices and draft 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 by post or email to receive the relevant documents.
Kristiansand, 4 May 2026
Nekkar ASA – Board of Directors
NEKKAR
To the shareholders of Nekkar ASA
APPENDICES TO NOTICE OF ANNUAL GENERAL MEETING
Thursday 28 May 2026 at 12:00 p.m. – Lumberveien 27, Kristiansand
This document contains appendices 1, 2A–2C, 3 and 4 to the Notice, including prior voting slip / voting instructions.
From the 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 1 – GUIDELINES FOR ADOPTION OF REMUNERATION AND OTHER BENEFITS FOR LEADING PERSONS IN THE COMPANY
In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors of Nekkar ASA proposes the following guidelines for adoption of remuneration and other benefits for leading persons in the Company. These guidelines replace the guidelines approved by the general meeting in 2022.
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 the regulations regarding guidelines for and remuneration report for leading persons.
Remuneration 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 remuneration through the publication and approval of these guidelines. The general principles for remuneration are that they should be suitable to attract and retain skilled managers without being industry-leading, and that the variable element does not constitute too large a portion of total compensation, thereby avoiding unfortunate incentives and short-term focus.
Nekkar ASA is a listed long-term owner of technology companies within ocean-based industries. The company invests thematically along structural megatrends such as sustainable oceans, robotics and intelligent logistics, and digitalisation, applying an active buy-to-own strategy to build sustainable value.
2 Scope
These guidelines shall apply to leading persons in Nekkar ASA as defined by section 6-16a of the Norwegian Public Limited Liability Companies Act, and cover the executive management group of the parent company. As of the date of these guidelines, the executive management group of Nekkar ASA comprises the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Strategy and EVP. Managing Directors of Nekkar's portfolio companies (Operating Companies) are not covered by these guidelines. Remuneration to board members is regulated by section 3.1 of these guidelines.
The Company has established a remuneration scheme which shall in general stimulate goal achievement and promote good risk management, counteract excessive risk-taking and contribute to avoiding conflicts of interest. The Company's long-term interests and financial sustainability shall be safeguarded. The remuneration scheme shall also in general 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 remuneration practices, and the Company's written report is reviewed by independent supervisory bodies.
3 Further on remuneration to be distributed or received by leading persons
3.1 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 based on, among other things, the company's size and complexity as well as the level of director's fees in other listed Norwegian companies. The size of the fee is not affected by the company's financial development.
The proposed director's fee also includes fees for committee work, including audit committee work.
3.2 Remuneration of leading persons
When it comes to remuneration of the Company's leading persons, the Company primarily focuses on fixed salary and uses variable remuneration to a limited extent. The following is included in the remuneration to leading persons:
- Base salary: Base salary is stipulated based on the position's responsibility, complexity, competence and seniority.
- Pension scheme: The Company has established a defined contribution pension scheme. Leading persons do not have special agreements which include 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, including salary during the notice period, shall in aggregate not exceed one year's base salary.
- Other special remuneration: Leading persons may be awarded other special benefits generally used in comparable positions in the industry, such as free telephone, home PC, free broadband connection, newspapers, post-qualifying education/courses, company car/car arrangement and parking.
- Share options and other forms of remuneration related to shares or share price development: The Board of Directors may resolve to establish share option programs or other forms of share-based incentives if deemed appropriate. Any share options or share-based incentives shall be long-term in nature, including vesting over multiple years and/or lock-in periods that support long-term value creation, in alignment with the interests of shareholders.
- Performance-related pay: Under the Company's bonus scheme, the maximum bonus is limited to 50% of base salary. This cap is set to ensure that fixed salary constitutes the primary component of remuneration and to discourage short-term risk-taking.
The performance criteria are linked to individual performance objectives and the Group's financial performance, based on predefined financial targets and individual goal attainment.
Stipulation of bonus is performed by the CEO 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 subject to a lock-in period which prevents the sale of the shares within a specified period (2–3 years). The Board will typically establish share purchase programs on an annual basis. The Board shall determine the detailed allocations within the limits set out in a separate authorization regarding annual capital increase.
4 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 on 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.
5 Deviations from the guidelines
In extraordinary cases related to significant corporate events which require extraordinary efforts from the leading persons, 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 in the annual remuneration report to be presented to 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.
6 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 shareholders' views and voting on the guidelines. The guidelines shall be presented to the general meeting for approval upon material changes and at least every four years. The most significant changes compared to the guidelines approved by the general meeting in 2022 are: (i) the scope has been clarified to apply to the executive management group of Nekkar ASA as the parent company, with the Managing Directors of portfolio companies (Operating Companies) explicitly excluded; (ii) share-based incentives have been given a principles-based framework requiring a long-term character with vesting and/or lock-in periods; and (iii) the basis for maximum bonus has been reformulated from 'six months' to '50% of base salary', representing the same level but a clearer formulation.
7 Publication
These guidelines shall be dated the day of the general meeting's approval and be made available on the Company's website 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, as set out in Appendix 1 to the Notice."
APPENDIX 2A – AUTHORIZATION TO INCREASE SHARE CAPITAL BY ISSUING SHARES
The Board of Directors has an authorization to increase the share capital, which expires at the Annual General Meeting on 28 May 2026.
The Board of Directors continues to consider it beneficial to have the authority to increase the company's share capital, in order to inter alia further develop the company and/or to acquire other business activity or capital assets within the same or corresponding business sector. In order to capitalize on good business opportunities without convening an extraordinary general meeting in each case, the Board of Directors proposes a renewed authorization. Since the authorization is proposed inter alia for acquisition purposes, it must include the right to waive the shareholders' pre-emptive right, cf. sections 10-4 and 10-5 of the NPCA.
Proposal for resolution:
a) a) In accordance with section 10-14 of the NPCA, the Board of Directors is granted authority to increase the company's share capital by up to 20 per cent, corresponding to a nominal value of NOK 2,363,396.46, through the issuance of up to 21,485,422 shares, each with a nominal value of NOK 0.11.
b) b) The share capital may be increased by cash contribution or by other non-monetary consideration, and the authorization includes the right to bring upon the company specific
obligations. For example, the share capital increase may take the form of an acquisition of other business activity or capital assets within the same or corresponding business sector. The authorization includes a resolution on merger pursuant to section 13-5, including merger with a subsidiary against settlement in parent company shares.
c) The share capital may be increased by one or more private placements. The authorization entails that the Board of Directors is granted authority to set the timing and to stipulate the subscription price. The existing shareholders' pre-emptive rights may be waived in connection with the effectuation of this authorization.
d) 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.
e) The authorization remains in effect until the next Annual General Meeting and at the latest on 30.06.2027.
APPENDIX 2B – AUTHORIZATION TO INCREASE SHARE CAPITAL BY ISSUING SHARES TO EMPLOYEES AND BOARD MEMBERS
It follows from the Board of Directors' remuneration guidelines that the Board may issue shares and options. The company's share program has also been introduced for other employees.
The Board of Directors has an authorization to issue shares for this purpose, which expires at the Annual General Meeting on 28 May 2026. The Board of Directors therefore proposes that the separate authorization for this purpose is renewed for one year. Since the authorization is granted for this specific purpose, it must include the right to waive the shareholders' pre-emptive right, cf. sections 10-4 and 10-5 of the NPCA.
Proposal for resolution:
f) a) In accordance with section 10-14 of the NPCA, the Board of Directors is granted authority to increase the company's share capital by up to 3 per cent, corresponding to a nominal value of NOK 354,509.47, by issuance of up to 3,222,813 shares, each with a nominal value of NOK 0.11, in connection with the share/option program for employees and board members.
g) b) The capital shall be increased by cash contribution and accordingly does not include a capital increase in the event of a merger.
h) c) The share capital may be increased through one or more resolutions regarding the issue of shares to employees and/or board members. The authorization entails that the Board of Directors is given authority to determine the conditions for subscription of shares, including the subscription date and subscription price, and to determine which persons may subscribe. The existing shareholders' pre-emptive rights may be waived in connection with the effectuation of this authorization.
i) d) The Board of Directors is granted authority to carry out necessary amendments to the Articles of Association in connection with any share issue.
j) e) The authorization remains in effect until the next Annual General Meeting and at the latest on 30.06.2027.
APPENDIX 2C – AUTHORIZATION 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, to use them in connection with share programs for employees and board members, or for other corporate purposes.
Proposal for resolution:
k) a) The Board of Directors is granted authority to acquire own shares on Oslo Stock Exchange of up to 10 per cent of the nominal value of the company's share capital, cf. sections 9-2 and 9-3 of the NPCA.
l) b) The Board of Directors decides the methods of acquisition and disposal.
m) c) The lowest and the highest share price for the shares are NOK 1 and NOK 25, respectively.
n) d) This authority will remain in effect until the next Annual General Meeting and at the latest on 30.06.2027.
APPENDIX 3 – THE NOMINATION COMMITTEE'S RECOMMENDATION
The Nomination Committee of Nekkar ASA has had the following composition:
Anne Grete Ellingsen, chair
Ditlef de Vibe, member
Current instructions for the Nomination Committee are available on the company's website www.nekkar.com.
The members of the Nomination Committee consider themselves independent in relation to the company's board and management. None of its members are represented in the company's governing bodies.
The committee has reviewed the completed Board evaluation for 2026 and has held meetings with the chairman of the Board, board members and certain of the company's largest shareholders.
In connection with the Annual General Meeting of Nekkar ASA on 28 May 2026, the Nomination Committee makes the following unanimous recommendation:
- Election of board members
In accordance with the company's Articles of Association, the Board of Directors shall consist of 3 to 5 members.
The Nomination Committee has assessed the Board composition with regard to the company's strategy, held discussions with board members, reviewed the Board's self-evaluation, received input from management and shareholders, and engaged with the incoming Chairman, who has served as an observer on the Board.
Based on this, the Nomination Committee recommends ensuring good continuity in the Board composition while strengthening the Board's competence and capacity in industrial operations and project management.
Several new board members were elected at the Annual General Meeting in 2024. In 2026, two members are up for election. The Nomination Committee recommends that Fabian Qvist be re-elected.
The Nomination Committee further recommends that Bjørn Erik Dale not be re-elected, and proposes that he be replaced by Leif Borge, who brings broad industrial leadership experience and can contribute with executive management expertise and experience in project management.
Trine Ulla is not formally up for election this year, but has placed her position at the disposal of the General Meeting. Following the company's adjusted strategic direction, expertise in offshore wind has become less relevant for the Board's composition. The Nomination Committee thanks Trine Ulla for her contributions and proposes that she be replaced by Camilla Gjetvik, who brings broad expertise in industrial digitalisation and artificial intelligence.
The Nomination Committee considers the proposed composition of the Board to be well suited to the company's needs and is consistent with input from shareholders, the Board's self-evaluation and the incoming Chairman.
The Nomination Committee recommends that the General Meeting adopts the following resolutions:
| Name | Elected | Period | Position |
|---|---|---|---|
| Reidar Munthe-Kaas Tveiten (Chairman) | New | 2026 – 2028 | New – up for election |
| Marit Solberg (Deputy Chair) | 2025 | 2025 – 2027 | Not up for election |
| Trine Ulla | 2025 | 2025 – 2027 | Places position at disposal |
| Camilla Gjetvik | New | 2026 – 2028 | New |
| Leif Borge | New | 2026 – 2028 | New |
| Fabian Qvist | 2024 | 2024 – 2026 | Up for re-election |
| Håkon André Berg | 2024 | 2024 – 2026 | Stepping down |
Reidar Munthe-Kaas Tveiten holds an MSc in Finance from NHH. He has been employed at Skeie Technology, where he now serves as Chairman. His previous work experience includes Holta Invest (CEO from 2021), Statkraft and Selmer. He has extensive experience as Chairman and board member of numerous companies. He has been an observer on the Nekkar ASA board since 2025 and is therefore well acquainted with the company.
Leif Borge holds an MBA from PLU, Washington State, USA, 1986. He has served as CFO in 7 companies, of which 5 are listed. Borge has worked a total of 18 years in the Aker group. He has extensive industrial experience in shipbuilding, oil and gas, the maritime sector, technology, real estate and contracting. He has been involved in many demanding projects and has worked on strategy development including various acquisitions, divestments, stock exchange listings and financial restructurings. Borge also has experience as Chairman of Trosvik Gruppen and MHWirth, and from board meetings in listed companies in the Aker group over 20 years.
Camilla Gjetvik holds a BBA in Business Administration from Dublin Business School/Høgskolen i Molde. She is CEO of Intelecy, which focuses on safer and more efficient industrial operations using AI. She has more than ten years of experience in industrial AI and digital transformation. She was part of the executive management team at boost.ai and participated in the company's development through several growth phases and a PE-backed majority acquisition process. She has held commercial and contract management roles at companies including Emerson Process Management and National Oilwell Varco. Gjetvik has board experience from Motus Technology and boost.ai with subsidiaries. She has been named one of the Nordic Top 50 Women in Tech (Inspiring Fifty, 2019) and top 10 in organisational development in Årets Ledertalent (E24, 2020).
CVs for Reidar Munthe-Kaas Tveiten, Camilla Gjetvik and Leif Borge are attached.
Proposed resolutions:
"The Annual General Meeting approves the election of Reidar Munthe-Kaas Tveiten as Chairman of the Board for a period of two years."
"The Annual General Meeting approves the re-election of Fabian Qvist as board member for a period of two years."
"The Annual General Meeting approves the election of Camilla Gjetvik as board member for a period of two years."
"The Annual General Meeting approves the election of Leif Borge as board member for a period of two years."
- Proposed fees for board members:
Based on wage, price and cost developments (CPI) during the period, the Nomination Committee proposes to increase fees by 3.6% at this year's Annual General Meeting.
The chairman's remuneration is higher than for other members due to the additional burden this position entails. The Board also acts as the company's audit committee and remuneration for this work is included in the proposed fees.
| Name | Compensation |
|---|---|
| Reidar Munthe-Kaas Tveiten (Chairman) | NOK 623,622 |
| Marit Solberg | NOK 393,142 |
| Camilla Gjetvik | NOK 393,142 |
| Leif Borge | NOK 393,142 |
| Fabian Qvist | NOK 393,142 |
Proposed resolution:
"The Annual General Meeting approves the following board fees per person for the period from the Annual General Meeting of 2026 to the Annual General Meeting of 2027:
Reidar Munthe-Kaas Tveiten: NOK 623,622
Marit Solberg: NOK 393,142
Camilla Gjetvik: NOK 393,142
Leif Borge: NOK 393,142
Fabian Qvist: NOK 393,142"
- Election of new Nomination Committee
The Nomination Committee of Nekkar ASA has had the following composition in the period 2024–2026:
Anne Grete Ellingsen Chair
Ditlef de Vibe Member
The following changes to the composition of the committee are proposed for the coming two-year period:
Anne Grete Ellingsen Chair
Håkon André Berg Member New
Håkon André Berg holds a BSc from BI Norwegian Business School and an MSc in Financial Economics from NHH. He is an experienced leader and investor with a background in industry, technology and finance. He has broad experience from both board work and executive management of listed and private companies. He served as Chairman of the Board of Nekkar ASA from 2024 to 2026 and is therefore well acquainted with the company.
The members of the Nomination Committee are considered independent in relation to the company's Board of Directors and management. None of its members are represented in the company's governing bodies. Håkon André Berg stepped down from the Board at the 2026 Annual General Meeting and is, based on an overall assessment of his current role and absence of any operational involvement, considered independent of the company's Board of Directors and management in his capacity as a member of the Nomination Committee.
Proposed resolutions:
"The Annual General Meeting approves the re-election of Anne Grete Ellingsen as chair of the Nomination Committee for a period of two years."
"The Annual General Meeting approves the election of Håkon André Berg as member of the Nomination Committee for a period of two years."
Personalia
| Name: | Reidar M-K Tveiten |
|---|---|
| Address: | Hornsrudsvei 14, 3612 Kongsberg |
| Mobile: | +47 902 05 519 |
| E-mail: | [email protected] |
| Born: | 9 July 1982 |
| Marital status: | Married. Two kids. |
Relevant Experience
| Date | Description |
|---|---|
| 9/2025 - DD | Skeie Technology |
| CEO until 3/26. Now working chairman of the board | |
| 4/2011-8/2025 | Holta Invest |
| CEO from 5/2021. | |
| 5/2009 – 4/2011 | Statkraft – Financial Analyst |
| 8/2007 – 4/2009 | Selmer (law firm) – Analyst |
| 7/2002 – 6/2003 | Armed Forces – Second Lieutenant, 6th division, Artillery Battalion |
Current Board Positions
Intellilift (chairman), Metal Powder Group (member), Det Norske Brenneri (member), Aqua Robotics (observer), Seagems (observer), Stimline (observer)
Previous Board Positions (selected)
Optime Subsea (chairman), FSV Group (member), Defendable (member), Blue Lice (member), Morris Stockholm (member), Revac (member), Coretrek (member), Active Brands (observer),
Education
| Date | School |
|---|---|
| 8/2003-12/2007 | Norwegian School of Economics, Master of Science |
| Major in Finance. | |
| 7/2001 – 6/2002 | Officer Candidate School, Artillery |
| Two-year program | |
| 8/1998 – 6/2001 | Numedal High School |
| Specialization in mathematics, physics and chemistry |
Other Interests
Skiing (both cross-country and downhill) and other outdoor activities
CAMILLA GJETVIK
CEO, Intelecy | Stavanger, Norway
Camilla Gjetvik is the CEO of Intelecy, where she leads the company's mission to make industrial production safer, more efficient, and more sustainable through applied AI. She brings more than a decade of experience building and scaling technology companies, with a strong track record in operational leadership, commercialisation, and value creation through AI in enterprise and industrial markets.
Prior to Intelecy, Camilla spent seven years at boost.ai, where she played a central role in the company's growth journey from early scale-up to a leading European AI software company. As part of the executive leadership team - and later as Chief Operating Officer - she helped scale the organisation through multiple high-growth phases, professionalised company-wide operations and governance, and supported the company through external funding processes and a successful PE-backed majority acquisition. During her tenure, she also drove the company's ISO 27001 and ISO 27701 certification and managed relationships with key investors and board stakeholders.
Earlier in her career, Camilla held commercial and contract leadership roles at Emerson Process Management (Roxar) and National Oilwell Varco (NOV), giving her first-hand experience with complex industrial value chains, global enterprise customers, and the realities of deploying technology in safety-critical and asset-intensive environments.
Camilla has served as a board member at Motus Technology, a high-tech lifting and handling specialist in the renewable energy sector, and has held board positions at boost.ai and its subsidiaries. She has been recognised as one of the Top 50 Women in Tech in Norway (Abelia) and the Nordics (Inspiring Fifty, 2019) and as Leadership Talent of the Year in Organisational Development (E24, 2020). She is a member of the Forbes Women Forum.
As a CEO, Camilla combines hands-on operational discipline with strategic clarity and a strong focus on building scalable organisations that deliver measurable, long-term value. She holds a BBA in Business Management and Managerial Economics from Dublin Business School and Høgskolen i Molde, and studied law at the University of Oslo.
CAMILLA GJETVIK
Stavanger, Norway • +47 992 52 832
linkedin.com/in/camilla-gjetvik
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PROFILE
Technology executive with more than a decade at the intersection of artificial intelligence and industrial markets. Background spanning offshore equipment and process industries (NOV, Emerson) combined with nearly ten years building and scaling AI and enterprise software companies. Proven track record of taking companies from early stage to international scale, including leading operational execution through PE-backed transactions, professionalising governance structures, and driving ISO 27001/27701 certification. Currently CEO of Intelecy, a no-code Industrial AI platform making production safer, more efficient, and more sustainable across energy, chemicals, mining, and food & beverage. Board experience in technology and renewable energy.
KEY COMPETENCIES
- Industrial AI & Digitalisation
- Scaling Tech Companies
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Enterprise Software / SaaS
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Corporate Governance
- M&A / Due Diligence / PE
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ISO 27001 / 27701 Compliance
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Offshore & Process Industries
- Commercial Strategy
- Organisational Development
PROFESSIONAL EXPERIENCE
| 2024 – present | Chief Executive Officer, Intelecy | Stavanger |
|---|---|---|
| • Leading the company’s strategy, growth, and product direction for a no-code Industrial AI platform | ||
| • Serving industrial sectors including energy, water, chemicals, mining, and food & beverage | ||
| 2017 – 2024 | COO / Chief Contracting Officer / Contract Manager, boost.ai | Stavanger |
| • One of the first employees; progressed from Contract Manager to Chief Contracting Officer to COO over seven years as the company grew from early stage to a leading European AI software company | ||
| • As COO: responsible for operations, organisational scaling, HR, legal, compliance, and security through multiple high-growth phases and international expansion | ||
| • Led due diligence and transaction execution for a PE-backed majority acquisition; instrumental in securing Series A funding | ||
| • Drove company-wide ISO 27001 and ISO 27701 certification; built governance and compliance structures from the ground up | ||
| 2016 | Sales & Marketing Consultant, Emerson Process Management (Roxar) | Stavanger |
| • Commercial responsibility for subsea flow measurement and process systems | ||
| • Developed global sales processes and pricing strategies for service and aftermarket business | ||
| 2013 – 2015 | Contract Coordinator, National Oilwell Varco (NOV) | Molde |
| • Lead commercial contact for offshore crane contracts; managed bid processes and negotiations with global enterprise customers | ||
| • Direct exposure to complex industrial value chains, safety-critical operations, and technology deployment in asset-intensive environments |
BOARD & GOVERNANCE EXPERIENCE
| 2021 – 2024 | Board Member, Motus Technology | Molde |
|---|---|---|
| High-tech lifting and handling specialist in the renewable energy sector | ||
| 2019 – 2024 | Board of Directors / Board Observer, boost.ai | Stavanger |
| Board member (2019–2021), then board observer (2021–2024); governance oversight through high-growth phase, PE investment, and international expansion |
Camilla Gjetvik • Page 1
2019–2021
Board Member, Stavanger Chamber of Commerce
Stavanger
EDUCATION
2009–2012
BBA, Business/Managerial Economics, Dublin Business School / Høgskolen i Molde
2006–2007
Law (1. avdeling, Rettsvitenskap), University of Oslo
AWARDS & RECOGNITION
2020
Leadership Talent of the Year – Organisational Development
Årets organisasjonsutvikler (E24 / Ledertalentene)
2019
Top 50 Women in Tech – Nordics, Inspiring Fifty
2019
Top 50 Women in Tech – Norway, Abelia
PUBLICATIONS
- Thought Leadership: GDPR
- Can artificial intelligence be both competitive and ethical?
- Digitalization of public sector? Look to Finland
LANGUAGES & MEMBERSHIPS
- Norwegian (native) | English (highly proficient)
- Forbes Women Forum (invite-only)
Camilla Gjetvik • Page 2
Curriculum Vitae
Name: Leif Hejø Borge
Home address: Odinsvei 11a, 1463 Fjellhamar, Norway
Telephone: +47 917 86 291
E-mail: [email protected]
Nationality: Norwegian
Date of Birth: 17.02.1963
Civil status: Married to Marit, 2 children (born 1992 & 1993)
Work Experience
Mar. 2020 – Present Faun Gruppen – CFO
- Faun Gruppen is a PE owned company selling and building some 800 cottages, apartments and private houses in the Norwegian market per year. The company was established as a result of 3 acquisitions of private owned companies in 2018 by Altor.
- The role as CFO is partly to establish systems, tools and processes for management information and industrializing the processes from sales to delivery, a pre-requisit for the company for further growth. Further, the CFO works closely with the CEO both with regards to operational issues and more strategic issues.
Oct. 2014 – Feb. 2020 Akastor – CFO and Investment Director
- In 2014 Aker Solutions was demerged into two listed companies; Akastor and Aker Solutions. Akastor was organized as a listed investment company with seven portfolio companies, a real estate portfolio and all "legacy issues" of former Aker Solutions.
- CFO responsibility: responsible for all functions other than the investment team; Accounting, Treasury, Legal, Compliance, IR, Communications and Tax.
- Investment Director: Chairman of the Board MHWirth (the biggest portfolio company in Akastor), Board member in most other portfolio companies.
- Due to the downturn in the oil & gas industry focus in 2014-2017 was to adjust costs and capacity to the new market environment. More than 50% of all employees laid off, revenues dropped 60%.
- In 2016 and 2017 six divestments were completed with total cash proceeds of some NOK 6 bn. I was heavily involved in all divestments.
April 2008-Oct. 2014
Aker Solutions – CFO & EVP
- CFO responsibilities: Financial reporting, Accounting, Treasury, IR, Tax and Insurance (around 700 persons reporting into these functions). Substantial work during 2010 to 2014 to reorganize functions (from very decentralized functions in ~200 legal entities to stronger central functions).
- Acting as President (daglig leder) from 2010 to 2014.
- In the period 2010 to 2014 Aker Solutions was focusing on offshore engineering, subsea, MMO and drilling technology. Several business areas were divested (P&C downstream business sold to Jacobs, Well Intervention sold to EQT, Pusnes sold to MacGregor), and Kvaerner was demerged into a separate listed offshore EPC company. At the same time several acquisitions of technology companies were made in order to strengthen the subsea and drilling business areas.
- Aker Solutions had a very diversified portfolio with large complex offshore projects (up to NOK 20 bn), pure product business and lifecycle service business. Heavily involved in operational follow up of the business.
- At peak Aker Solutions had revenues of around NOK 60 bn and around 30 000 employees.
Aug. 2002-April 2008 Aker Yards - CFO & EVP
- In 2002 the shipyards of former Aker and former Kvaerner were put under management of Aker Kvaerner ship management. In 2004, all yards (except Philadelphia) were merged into Aker Yards ASA, and the company was listed on Oslo stock exchange. With 17 shipyards Aker Yards was the fourth largest shipbuilding group globally.
- The company was restructured into three Business Areas; Offshore vessels (globally biggest offshore vessel builder with 8 shipyards), Cruise & Ferries (globally second largest with 5 shipyards), and Merchant vessels (4 shipyards).
- Market capitalization increased from around NOK 2 bn in 2004 to NOK 10 bn in 2007 when Aker ASA exited it's majority shareholding (gain of around NOK 4.0 bn).
- CFO responsibility: Accounting, Treasury, IR, Tax and legal. Substantial work on listing process, financing of the group and investor relation.
- Other responsibilities; heavily involved in operational follow up of business (including approval of shipbuilding contracts of up to EUR 900 mill), acquisitions and other strategic work.
- At peak Aker Yards had revenues of around NOK 40 bn and around 25 000 employees.
Aug. 2000-June 2001 Zenitel - CFO
- The Norwegian listed company Stento ASA and the Belgium based company Sait RadioHolland were merged in the summer 2000. The company changed name to Zenitel, with dual listing in Oslo and Brussels, headquarters in Brussels.
- Substantial work in restructuring the company.
Jan. 1998-Aug.2000 Stento ASA - CFO
- Stento ASA was listed on Oslo stock exchange, after merging Ringcom AS with Stentofon AS in 1997. The company was market leader on high quality internal communication systems for among others Industry, Marine, and Banks.
- Substantial work on restructuring operations after the merger, turning the company from loss making to profit making.
Oct. 1994-Dec.1997 Vitana s.r.o. (Czech Republic) – CFO
- Vitana s.r.o. is a market leading food producer in Czech Republic and Slovakia, acquired by Rieber & Son in the privatization process in 1992. Today, part of Orkla.
- Responsible for building a market oriented finance organization in the process of converting the company from a manufacturing company to a sales and market oriented company.
May 1990 – Oct. 1994 Sparebanken NOR
- Responsible for management reporting principles, budgeting process as well as implementing new management reporting system for the bank, which was established by merging five savings banks in 1990. From 1992; financial manager of Division for corporate clients (Treasury, larges corporate clients, public sector etc).
Jan. 1988-May 1990 Duracell Hellesens AS
- Responsible for accounting, invoicing, management reporting in the company, which was established by merger of Duracell AS and Anker Hellesens in 1988.
Board positions
| 2023 – Present | Trosvik Gruppen (chairman of the board since 2025) |
|---|---|
| 2014 - 2021 | MH Wirth (chairman 2017-2019) |
| 2002 – Present | Number of internal Board positions in Stento, Aker Yards, Aker Solutions, Akastor and Faun Gruppen. |
Education
| 1986 – Dec.1987 | Master in Business Administration; Pacific Lutheran University, Washington state |
|---|---|
| 1983 – 1986 | Bachelor in Business Administration from Rogaland Regional College, Stavanger |
| 1979 - 1982 | Lørenskog Videregående skole, Lørenskog, Norway |
Other Information
2001 - 2002 Consultancy work for several companies
1982 – 1983 Norwegian army, field artillery (artillerijeger), USK course
Reference: Upon request.
APPENDIX 4 – ATTENDANCE NOTICE, PROXY AND PRIOR VOTING FORM
A. Notice of Attendance at the Annual General Meeting of Nekkar ASA
Shareholders who wish to participate are kindly requested to confirm by email to [email protected] no later than Tuesday 26 May 2026 at 16:00 hrs.
ATTENDANCE / ATTENDANCE SLIP
At Nekkar ASA’s Annual General Meeting on 28 May 2026:
Owner (name in block letters):
casts the following number of votes:
☐ As owner of __ shares
☐ By proxy for owners of __ shares
Place: ________ Date: __
Signature: _________ Name in block letters:
B. Voting Slip for Prior Voting and Proxy Form
You may choose to (i) grant someone a proxy to vote for you, or (ii) cast a vote prior to the general meeting. If you choose to grant someone a proxy to vote for you without appointing anyone, the company will add the name of the Chairman of the Board or CEO.
This form must be received by Nekkar ASA no later than 16:00 hrs on Tuesday 26 May 2026, by email to [email protected].
As the owner of __ shares in Nekkar ASA, I hereby (tick off your choice):
ALTERNATIVE I – PROXY
☐ I hereby grant:
Name (block letters):
the authority to attend and vote on my/our behalf at the Annual General Meeting of Nekkar ASA on 28 May 2026 in accordance with the enclosed voting instructions.
ALTERNATIVE II – PRIOR VOTE
☐ I hereby cast a vote prior to the general meeting in accordance with the enclosed voting slip.
Place: ________ Date: __
Signature: _________ Name in block letters:
C. Voting Slip / Voting Instructions
Use this form as a voting slip for prior voting or as voting instructions if you grant someone the proxy to vote for you. A vote "FOR" is a vote in favour of the proposal submitted by the Board or the Nomination Committee. If a field is left blank, the proxy votes at their own discretion.
| Item | Matter | FOR | AGAINST | ABSTAIN |
|---|---|---|---|---|
| 4 | Approval of the Financial Statements and Directors' Report for 2025, including allocation of annual results | |||
| 5 | Approval of the auditor's fees for 2025 | |||
| 6 | Advisory vote on the Remuneration Report | |||
| 7 | Approval of guidelines for remuneration and other benefits to executive personnel (Appendix 1) | |||
| 8 | Proposal to authorize the Board of Directors to increase the company's share capital by issuing shares (Appendix 2A) | |||
| 9 | Proposal to authorize the Board of Directors to increase the company's share capital by issuing shares to employees and board members (Appendix 2B) | |||
| 10 | Proposal to authorize the Board of Directors to buy own shares (Appendix 2C) | |||
| 11.1 | Election of Reidar Munthe-Kaas Tveiten as Chairman of the Board for a period of two years | |||
| 11.2 | Re-election of Fabian Qvist as board member for a period of two years | |||
| 11.3 | Election of Camilla Gjetvik as board member for a period of two years | |||
| 11.4 | Election of Leif Borge as board member for a period of two years | |||
| 11.5 | Approval of the Nomination Committee's proposal for board remuneration | |||
| 11.6 | Election of Anne Grete Ellingsen as chair of the Nomination Committee for a period of two years | |||
| 11.7 | Election of Håkon André Berg as member of the Nomination Committee for a period of two years | |||
| 12 | Approval of the Board of Directors' proposal for remuneration to the Nomination Committee |