AGM Information • Apr 23, 2025
AGM Information
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The annual general meeting in Norwegian Air Shuttle ASA will be held on
The general meeting will be held as a digital meeting (in Norwegian). It will not be possible to participate in person. On the company's website (https://www.norwegian.no/om-oss/selskapet/investor-relations/annual-general/) you will find a description of how you as a shareholder can participate.
The Board of Directors has proposed the following agenda:
At the date of this notice, the company has issued 963,880,462 shares. Each share carries one vote. There are no limitations for voting rights set out in the articles of association, however, no voting rights may be exercised for the company's own shares (treasury shares) or for shares held by the company's subsidiaries.
Only persons who are shareholders on 7 May 2025 (record date) may attend and vote at the general meeting. Voting rights for the acquired shares may only be exercised if the acquisition is reported to VPS and proven to company at the record date. In a share transfer, the parties may agree that the seller can exercise the shareholder rights until the rights have been assumed by the purchaser.
According to the Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who are responsible for conveying votes or enrollment. Custodians must according to § 5-3 of the Public Limited Liability Companies Act register this with the company no later than 2 working days before the general meeting, 12 May 2025.
The general meeting will be held as a digital meeting via Lumi AGM on https://dnb.lumiagm.com/166755189. Click on the link or copy the URL to your browser to attend the general meeting. The meeting ID will be 166-755-189.
By participating online via Lumi AGM shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in Norwegian). No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts to have voting rights. If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.
We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.
Secure identification of shareholders will be done using the PIN code and reference number listed on the attached form or in VPS Investor Services.
More information and guidelines regarding digital participation via Lumi AGM is available on the company's website (https://www.norwegian.no/om-oss/selskapet/investor-relations/annual-general/).
Shareholders who wish to cast their votes in advance, may do so electronically via the company's website (https://www.norwegian.no/om-oss/selskapet/investor-relations/annual-general/) or via VPS Investor Services, a service offered by most registrars in Norway. The deadline for submitting advance votes is 12 May 2025 at 24:00 (CEST).
Shareholders who wish to participate at the general meeting by using a proxy, can submit this via the company's website (https://www.norwegian.no/om-oss/selskapet/investor-relations/annual-general/) or via VPS Investor Services, or by completing and returning the enclosed attendance form scanned by email to [email protected], or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo. Proxy with or without voting instructions, can if desirable, be given to the Chair of the Board of Directors or the person he appoints. Shareholders who have given a proxy may log in to the digital meeting via Lumi AGM but will not be able to vote on the agenda items during the meeting. The deadline for submitting proxies is 12 May 2025 at 24:00 (CEST).
The company urges shareholders to receive investor messages from the Euronext Securities Oslo electronically, both from an environmental and cost perspective. To receive investor information electronically, including invitations to general meetings, visit your online bank or euronextvps.no (log in via myVPS in the top-right corner).
The shareholders have the following rights in connection with the general meeting:
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The following documents will be available on the company's website https://www.norwegian.no/om-oss/selskapet/investor-relations/annual-general/:
Any shareholder, who would like to receive the above documents may request the same by email to [email protected] or regular mail to Oksenøyveien 3, 1366 Lysaker, Norway.
Lysaker, 23 April 2025
The Board of Directors
The company shall provide a statement on corporate governance, cf. the Accounting Act § 2-9 (1). The statementisincluded in the annual report. The general meeting shall consider this statement, cf. the Public Limited Liability Companies Act § 5- 6 (5).
The report on executive remuneration for the accounting year 2024 is available at the company's website https://www.norwegian.com/us/about/company/investor-relations/annual-general/.
The report is subject to an advisory vote at the general meeting in accordance with § 5-6 fourth paragraph of the Public Limited Companies Act. The Board of Directors proposes that the general meeting make the following resolution:
The general meeting supports the executive remuneration report for the company.
In accordance with § 6-16a of the Public Limited Liability Companies Act, the Board of Directors has prepared guidelines for the determination of salary and other remuneration to the CEO and other executives. The guidelines are available on the company's website https://www.norwegian.com/us/about/company/investor-relations/annual-general/.
The general meeting shall in accordance with § 5-6 (3) of the Public Limited Companies Act, approve the guidelines.
The Board of Directors proposes that the general meeting make the following resolution:
The general meeting approves the guidelines from the Board of Directors pursuant to the Public Limited Liability Companies Act § 6-16a.
The annual report and accounts for 2024, together with the auditor's report, are available at the company's website https://www.norwegian.com/us/about/company/investor-relations/annual-general/.
The Board of Directors is of the opinion that the company is in a position to distribute dividends. However, distribution of dividends is currently subject to restrictions in the company's perpetual bonds ("NCPB") and the retained claim bond agreement. The NCPB is convertible into up to 159,852,508 shares. In light of this, the company has established a fund setting aside amounts that otherwise would have been distributed as dividends. The total amount of the fund including accrued yield per 28 February 2025 is approximately NOK 857,536,491, that is NOK 0.89 per existing share (before conversion of any perpetual bonds).
The Board of Directors proposes that an additional NOK 578,328,277, that is NOK 0.60 per existing share, be contributed to the dividend fund. This means that the aggregate amount of the fund will be NOK 1,435,864,768, that is NOK 1.49 per existing share (before conversion of any perpetual bonds). The additional amount of NOK 0.60 per existing share may be used not only for dividends but also for buy-back of shares or the NCPB. In addition, the intention is that the issue of new shares upon conversion of the NCPB shall not reduce the dividend to be distributed per share. This implies that if the entire dividend fund is NOK 1,435,864,768 and this amount is distributed as dividends and all perpetual bonds are converted, so that the company has issued 1,123,732,970 (=963,880,462 + 159,852,508) shares, the aggregate dividend would be NOK 1.49 per share, of which NOK 238,180,237 is funded from the company's other reserves. These amounts will be adjusted to account for the dividend fund's yield (positive or negative) and for any buy-back of shares or the NCPB.
The dividend fund has an investment mandate with a mid-term investment horizon until the full repayment of the relevant debt instruments in September 2026. Accrued yield and other profits and losses from the invested amount will be added to or subtracted from the dividend fund.
In the event the Board of Directors decides to pay dividends, the right to dividends from the dividend fund will accrue to shareholders at the record date of the resolution to distribute dividends. While the company intends to use the dividend fund to distribute dividends, buy back of shares and perpetual bonds, the company reserves the right to use the funds for other purposes. The company makes no commitment that the dividend fund will not be used for other purposes.
The Board of Directors proposes that the general meeting make the following resolution:
The annual report and accounts for the company and the group for 2024 are approved.
An amount of NOK 578,328,277 from the company's profits for 2024 shall be allocated to the company's dividend fund.
The Board of Directors is authorised to approve the distribution of dividends based on the annual accounts for 2024. This authorisation applies until the next annual general meeting of the company in 2026 and shall be registered with Foretaksregisteret.
Reference is made to the Nomination Committee's proposal of 25 March 2025 which is available atthe company's websites. The Nomination Committee proposes that Mr. Svein Harald Øygard and Mr. Stephen Kavanagh are re-elected for a period of two years each, and that Ms. Sofia Arhall Bergendorff and Mr. Daniel Skjeldam will be elected as new members of the Board of Directors for a period of two years.
The Board of Directors proposes that the directors are voted on individually, and that the general meeting makes the following resolutions:
Ms. Sofia Arhall Bergendorff is elected as new member of the Board of Directors for a period of two years.
Mr. Daniel Skjeldam is elected as new member of the Board of Directors for a period of two years.
Mr. Svein Harald Øygard is re-elected as Chair of the Board of Directors for a period of two years.
Mr. Stephen Kavanagh is re-elected as member of the Board of Directors for a period of two years.
Reference is made to the Nomination Committee's proposal of 25 March 2025 which is available atthe company's websites. The Nomination Committee proposes that Mr. Jan Erik Klepsland is re-elected as a member of the Nomination Committee for a period of two years, and that Mr. Bjørn Kise is elected as a new member of the Nomination Committee for a period of two years.
The Board of Directors proposes that the members of the Nomination Committee are voted on individually, and that the general meeting makes the following resolutions:
Mr. Bjørn Kise is elected as a member of the Nomination Committee for a period of two years.
Mr. Jan Erik Klepsland is re-elected as member ofthe Nomination Committee for a period of two years.

Reference is made to the Nomination Committee's proposal of 25 March 2025 which is available atthe company's websites.
Reference is made to the Nomination Committee's proposal of 25 March 2025 which is available atthe company's websites.
The Board of Directors proposes amendments to the current instructions to the Nomination Committee in the company dated 25 March 2011 to align with the principle that the Nomination Committee should have contact with shareholders, the Board of Directors and the company's executive personnel as part of its work on proposing candidates for election to the Board of Directors. The proposed Instructions for the Nomination Committee are available on the company's website https://www.norwegian.com/us/about/company/investor-relations/annual-general/.
The Board of Directors proposes that the general meeting adopt the following resolution:
The general meeting approves the Instructions for the Nomination Committee.
The Board of Directors proposes that the general meeting adopt the following resolution:
The general meeting approves the auditor's fees in the aggregate amount of NOK 12,306,000, of which NOK 10,401,000 pertains to auditing of the company, NOK 569,000 pertains to audit related services and NOK 1,336,000 pertains to other advisory services rendered to the company.
The Board of Directors proposes that it be authorized to acquire treasury shares with an aggregate nominal value of up to 10 per cent of the company's share capital. The authorization may only be used i) for the purpose of sale and/or transfer to employees in connection with the company's incentive programs, ii) the purpose of using the company's shares as consideration in connection with acquisitions, mergers, demergers or other transactions, and iii) to purchase treasury shares for investment purposes or for subsequent sale or deletion of such shares.
The Board of Directors proposes that the general meeting adopt the following resolution:
It may be desirable or necessary for the Board of Directors to issue new shares on short notice and without calling an extraordinary general meeting. Further, in order to obtain capital swiftly, with increased flexibility and/or without a prospectus offering, it may be necessary to deviate from the shareholders' preferential right pursuant to the Public Limited Companies Act § 10-4 or § 11-4. In this context, the Board of Directors proposes that it be granted authorizations to issue new shares, and that this authorization comprises shares with an aggregate nominal value corresponding to 10 percent of the company's share capital.
The Board of Directors proposes that the general meeting adopt the following resolution:
The Board of Directors proposes that it be granted an authorization to issue new shares in connection with the company's incentive programmes. It is proposed that the new shares may have an aggregate nominal value corresponding to 1 percent of the company's share capital.
The Board of Directors proposes that the general meeting make the following resolution:

Ref no: PIN - code:
The Annual General Meeting in Norwegian Air Shuttle ASA will be held on 14 May 2025 at 11:00 (CEST) as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: and vote for the number of shares registered in Euronext per Record date 7 May 2025.
The deadline for electronic registration of advance votes, proxies and instructions is 12 May 2025 at 24:00 (CEST).
Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
Step 1 – Register during the enrollment/registration period:
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" - There is no need for registration for online participation.
"Advance vote" - If you would like to vote in advance of the meeting
"Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person
"Close" - Press this if you do not wish to make any registration.
Online participation: Please login through https://dnb.lumiagm.com/166755189. You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).
If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 12 May 2025 at 24:00 (CEST). If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secure the e-mail.
(enter the proxy solicitors name in the block letters) Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.
Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the Board's and the Nomination Committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.
| Agenda for the Annual General Meeting 14 May 2025 | For | Against | Abstain |
|---|---|---|---|
| 1. Election of a person to chair the meeting and a person to co-sign the minutes |
| | |
| 2. Approval of the notice and the agenda |
| | |
| 3. Statement on corporate governance |
(no voting) | ||
| 4. Advisory vote on the report on executive remuneration |
| | |
| 5. Approval of guidelines for salary and other remuneration to executive management |
| | |
| 6. Approval of the annual report and accounts of the company and the group for 2024, including board authorization to distribute dividends |
| | |
| 7. Election of board members |
|||
| a. Election of Ms. Sofia Arhall Bergendorff as member of the Board for a period of two years |
| | |
| b. Election of Mr. Daniel Skjeldam as member of the Board for a period of two years |
| | |
| c. Re-election of Mr. Svein Harald Øygard as Chair of the Board for a period of two years |
| | |
| d. Re-election of Mr. Stephen Kavanagh as member of the Board for a period of two years |
| | |
| 8. Election of members of the Nomination Committee |
|||
| a. Election of Mr. Bjørn Kise as member of the Nomination Committee for a period of two years |
| | |
| b. Re-election of Mr. Jan Erik Klepsland as member of the Nomination Committee for a period of two years |
| | |
| 9. Determination of compensation to the members of the Board |
| | |
| 10. Determination of compensation to the members of the Nomination Committee | | | |
| 11. Approval of Instructions for the Nomination Committee | | | |
| 12. Approval of remuneration to the auditor for 2024 | | | |
| 13. Board authorization to acquire treasury shares | | | |
| 14. Board authorization to issue shares | | | |
| 15. Board authorization to issue shares in connection with the company's incentive programmes | | | |
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