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Norsk Hydro ASA — Proxy Solicitation & Information Statement 2026
Apr 23, 2026
3684_rns_2026-04-23_729562ad-c1cf-411f-8560-fb67d6c110ea.pdf
Proxy Solicitation & Information Statement
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Hydro
To the shareholders of Norsk Hydro ASA
Notice of Annual General Meeting May 7, 2026
Norsk Hydro ASA hereby invites all shareholders to attend the Annual General Meeting on May 7, 2026, at 10:00 CEST. The meeting will be conducted digitally through the LUMI AGM platform. Shareholders may attend, vote and follow the meeting. Voting may be conducted during the meeting, in advance or by proxy. Detailed instructions for digital participation are provided in appendix 6, available on hydro.com/generalmeeting.
Agenda:
-
Opening of the meeting and registration of attending shareholders
Chair of the Board of Directors or a person appointed by him will open the meeting and register the attending shareholders. -
Election of the chair of the meeting
Proposed resolution:
"The Annual General Meeting elects Anne Lise Ellingsen Gryte to chair the meeting." -
Election of a person to co-sign the minutes
Proposed resolution:
"The Annual General Meeting elects Muriel Bjørseth Hansen to co-sign the minutes together with the meeting chair." -
Approval of the notice and the agenda
Proposed resolution:
"The Annual General Meeting approves the notice and the agenda." -
Approval of the annual accounts and Board of Directors' report for the financial year 2025 for Norsk Hydro ASA and the group, including the proposal for distribution of dividend
The Board of Directors recommends approval of the annual accounts and the Board of Directors' report for 2025. The annual accounts and the Board of Directors' report for the financial year 2025, and auditor's report (appendix 1) is available at hydro.com/generalmeeting.
The Board of Directors proposes a dividend of NOK 3.0 per share, payable to shareholders registered as of May 7, 2026. Shares will trade ex-dividend from and including May 8, 2026.
Proposed resolution:
"The Annual General Meeting approves the annual accounts and the Board of Directors' report for the financial year 2025 for Norsk Hydro ASA and the group. Based on the approved annual accounts for 2025, the Annual General Meeting approves that a dividend of NOK 3.0 per share is distributed."
- Approval of remuneration to the company's external auditor
The Board of Directors proposes approval of Norsk Hydro ASA's auditor KPMG AS's fees for 2025: NOK 10,364,000 of which NOK 6,722,000 relates to the statutory audit and NOK 2,616,000 relates to the attestation of the company's sustainability reporting.
Proposed resolution:
"The Annual General Meeting approves the auditor's remuneration as specified: NOK 6,722,000 for the statutory audit and NOK 2,616,000 for the attestation of the company's sustainability reporting for the financial year 2025."
Hydro
7. The Board of Directors' report on corporate governance
The report on corporate governance adopted by the Board of Directors on February 12, 2026, is included as an appendix to the annual report for 2025 and is available at hydro.com/generalmeeting.
This item is for consideration only and not subject to a vote.
8. Approval of Norsk Hydro ASA's remuneration policy for executive management
The Board of Directors proposes approval of a revised remuneration policy for executive management. The updated policy is available in appendix 2 and at hydro.com/generalmeeting. Substantive changes are described on page 24 in the policy.
Proposed resolution:
"The Annual General Meeting approves Norsk Hydro ASA’s remuneration policy for executive management."
9. Advisory vote on Norsk Hydro ASA's report on executive salary and other remuneration for 2025
The Board of Directors has prepared a remuneration report on salary and other remuneration for executive management for 2025, available in appendix 3 and at hydro.com/generalmeeting. The report is to be considered by the Annual General Meeting by way of an advisory vote.
Proposed resolution:
"The Annual General Meeting endorses Norsk Hydro ASA’s report on executive remuneration 2025."
10. Election of members to the Board of Directors
The Nomination Committee recommends the election of members of the company’s Board of Directors, in accordance with the recommendation of the Nomination Committee (appendix 4). The members are elected for until two years, and at the latest to the company’s Annual General Meeting in 2028. The Nomination Committee’s recommendation is available at hydro.com/generalmeeting.
Proposed resolution:
"In accordance with the recommendation from the Nomination Committee, the Annual General Meeting elects the following members to the company’s Board of Directors:
- Rune Bjerke (re-elected)
- Kristin Fejerskov Kragseth (re-elected)
- Marianne Wiinholt (re-elected)
- Philip Graham New (re-elected)
- Jane Toogood (re-elected)
- Espen Gundersen (re-elected)
- Pia Aaltonen-Forsell (newly elected, effective from Oct 1st, 2026)
All members are elected for until two years, and at the latest to the company’s Annual General Meeting in 2028"
11. Approval of remuneration of the Board of Directors, deputy Board members and the Board’s Committees
The Nomination Committee recommends that the Annual General Meeting approves the following remuneration to the members and deputies of the Board of Directors for the period January 1st – December 31st 2026:
Proposed resolution:
"The Annual General Meeting approves the following remuneration to the members and deputies of the Board of Directors for the period January 1st – December 31st 2026:
Hydro
Remuneration (all amounts in Norwegian kroner):
| Chair of the Board | 1,120,000 |
|---|---|
| Deputy chair | 579,000 |
| Board member | 516,000 |
| Deputy to employee-elected Board member* | 20,800 |
| Travel time allowance** | 46,700 |
| Audit committee | |
| Chair | 285,000 |
| Committee member | 186,000 |
| Remuneration committee | |
| Chair | 156,000 |
| Committee member | 118,000 |
- Compensation per board meeting where a deputy to an employee elected board member attends due to absence of the employee elected board member.
** Compensation to board members residing outside of Norway, applicable when the board member concerned has to cross a national border to attend the meeting.
12. Approval of remuneration to the members of the Nomination Committee
The Nomination Committee recommends that the Annual General Meeting approves the following remuneration to the members of the Nomination Committee for the period January 1st – December 31st 2026:
Proposed resolution:
"The Annual General Meeting approves the following remuneration to the members of the company's Nomination Committee for the period January 1st – December 31st 2026:
Remuneration (all amounts in Norwegian kroner):
| Chair (per meeting where the chair is present) | 10,600 |
|---|---|
| Member (per meeting where the member is present) | 8,500" |
13. Proposal from shareholder to assess establishment of small modular reactor(s)
Pursuant to Section 5-11 of the Public Limited Liability Companies Act, shareholder Ivar Sætre has proposed the following resolution:
"It is proposed that the General Meeting of Norsk Hydro ASA requests the management of Hydro Aluminium to assess the establishment of one (or two) nuclear reactor(s) (SMR/Small Modular Reactor) to supply Sunndal Verk with electric power."
The shareholder's supporting statement and the Board of Directors' response are included in appendix 7 on hydro.com/generalmeeting.
The Board of Directors recommends that the annual general meeting votes against the shareholder's proposal.
14. Proposal from shareholder to assess how nuclear power could become part of the Groups energy sourcing
Pursuant to Section 5-11 of the Public Limited Liability Companies Act, shareholder Kurt Jan Nilsson has proposed the following resolution:
"Hydro should assess how nuclear power could be part of the Group's energy sourcing, either through direct ownership and operation or through partnerships."
Hydro
The shareholder's supporting statement and the Board of Directors' response are included in appendix 8 on hydro.com/generalmeeting.
The Board of Directors recommends that the annual general meeting votes against the shareholder's proposal.
15. Proposal from shareholder that Hydro must assess engagement in nuclear power
Pursuant to Section 5-11 of the Public Limited Liability Companies Act, shareholder Albert Martinus Berveling has proposed the following resolution:
"Hydro must assess engagement in nuclear power."
The shareholder's supporting statement and the Board of Directors' response are included in appendix 9 on hydro.com/generalmeeting.
The Board of Directors recommends that the annual general meeting votes against the shareholder's proposal.
This notice, other agenda documents and the company's Articles of Association are available on hydro.com/generalmeeting.
Shareholders can request printed copies of the meeting documents by contacting Norsk Hydro ASA, attn. Investor Relations, PO Box 980 Skøyen, 0240 Oslo, Norway or email [email protected].
Shareholders' rights – shareholders are entitled to:
- Attend and vote at the general meeting, either in person or by proxy
- Bring an adviser and grant that person the right to ask questions or submit comments
- Request information from the Board of Directors and the President and CEO
- Requests for information should be submitted no later than ten days before the general meeting. Kindly proceed as described on hydro.com/generalmeeting
- Propose items for the agenda, provided the item is submitted in writing 28 days prior to the general meeting (hydro.com/generalmeeting)
- Propose alternative resolutions for items on the agenda
Participation and voting
- The meeting will be conducted digitally via Lumi AGM, and voting during the meeting is electronic via Lumi AGM.
- Only shareholders registered as of April 29, 2026 (five working days prior to the meeting), are entitled to attend and vote (the Record Date).
- To participate, visit https://dnb.lumiconnect.com/100-944-148-571 or go to https://dnb.lumiconnect.com/, enter meeting ID 100 944 148 571 and choose «Join Meeting».
- Shareholders may vote on each item on the agenda, submit questions in writing, and follow the live webcast.
- Pre-registration is not required (unless shares are held through nominee accounts, please see below). Please ensure you are logged in before the meeting begins to be able to vote.
- To log into the meeting, secure identification is required. Please use the reference number and PIN code from VPS Investor Services (https://investor.vps.no/garm/auth/login) or from the "Form for voting and proxy" (appendix 5).
- For assistance, contact DNB Carnegie Issuer Services at +47 23 26 80 20 (08:00–15:00 CEST).
- A guide for digital attendance is provided in appendix 6 at hydro.com/generalmeeting.
Hydro
Advance voting, shares held through nominee accounts and appointment of proxy
- Advance voting is available at VPS Investor Services (https://investor.vps.no/garm/auth/login) or by submitting the "Form for voting and proxy" (appendix 5).
- Advance votes may be cast until May 5, 2026, at 16:00 CEST and may be changed or withdrawn until the deadline.
- Shareholders holding shares through nominee accounts must communicate with their nominees, who are responsible for conveying votes, proxies or enrolment. If the shareholder wishes to participate at the general meeting, the nominee must notify the company within two business days prior to the date of the general meeting, i.e. May 5, 2026. Nominees may have internal deadlines.
- Shareholders may appoint a proxy to attend and vote on their behalf. Proxies may be registered electronically or by submitting the "Form for voting and proxy". If a proxy is not named, the Chair of the Board or a person appointed by the Chair will act as proxy.
- Instructions for proxies must be forwarded to DNB Carnegie Issuer Services for manual registration. The form must be received by May 5, 2026, at 16:00 CEST.
- If you cannot vote electronically, send the completed and signed form to [email protected] or by post to DNB Carnegie Issuer Service, P.O. Box 1600, Sentrum, 0021 Oslo, Norway.
Other matters
Norsk Hydro ASA is a public limited liability company subject to the rules of the Norwegian Public Limited Liability Companies Act. Each share carries one vote, and all issued shares carry equal rights. As of the date of this notice, there are a total of 1,978,489,136 issued shares, of which Norsk Hydro ASA owns 13,210,806 shares without voting rights. The total number of shares with voting rights is 1,965,278,330.
Oslo, April 14, 2026
NORSK HYDRO ASA BOARD OF DIRECTORS
Overview of appendices to the notice which are available at hydro.com/generalmeeting
Appendix 1 The annual accounts and the Board of Directors' Report 2025 and the auditor's report for the financial year 2025
Appendix 2 Remuneration policy for executive management
Appendix 3 Report on executive remuneration 2025
Appendix 4 Recommendation from the Nomination Committee
Appendix 5 Form for voting and proxy
Appendix 6 Guide on digital attendance
Appendix 7 Proposal from shareholder to investigate establishment of small modular reactor(s) including the Board of Directors' response
Appendix 8 Proposal from shareholder to assess how nuclear power could be part of the Group's energy sourcing including the Board of Directors' response
Appendix 9 Proposal from shareholder that Hydro must assess engagement in nuclear power including the Board of Directors' response