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Odfjell Group — AGM Information 2026
May 6, 2026
3700_rns_2026-05-06_60ceb1c1-54ce-4924-abec-04c842205ed5.pdf
AGM Information
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ODFJELL
"Office Translation"
ODFJELL SE
Minutes of Annual General Meeting 2026
The Annual General Meeting in Odfjell SE was held on May 6, 2026 online according to Notice dated April 13, 2026.
According to the notice, the following agenda was evaluated:
- OPENING OF THE ANNUAL GENERAL MEETING AND REGISTRATION OF ATTENDING SHAREHOLDERS
The Chair of the Board, Laurence Ward Odfjell, opened the Annual General Meeting and made note as enclosed of the shareholders present. 50,678,687 shares were represented according to the attached list, this means that 41,009,038 class A shares and 9,805,418 class B shares of the Company's total 60,463,624 A shares and 19,256,222 B shares were present. Excluding treasury shares, 63.57% of the share capital and 67.82% of the votes were present, based on number of outstanding shares. The Board of Directors were represented by the Board Member, Christine Rødsæther and the Chair, Laurence Ward Odfjell. CEO/Harald Fotland and CFO/Terje Iversen represented Management. The Company's auditor, Certified Public Accountant Ståle Christensen from KPMG also participated.
- ELECTION OF THE CHAIR OF THE MEETING AND A SHAREHOLDER TO SIGN THE MINUTES OF MEETING TOGETHER WITH THE CHAIR OF THE MEETING
Christine Rødsæther was elected as Chairperson. Gustav Sannem was elected to sign the minutes together with the Chairperson.
- APPROVAL OF THE NOTICE AND THE AGENDA OF THE ANNUAL GENERAL MEETING
The Notice and the Agenda of the meeting were approved.
Odfjell SE | Conrad Mohrs veg 29 | P.O. Box 6101 Postterminalen, 5892 Bergen, Norway
[email protected] | Tel. +47 55 27 00 00 | CRN 930 192 503 | Odfjell.com
ODFJELL
- APPROVAL OF THE PROPOSED ANNUAL ACCOUNTS AND BOARD OF DIRECTORS' REPORT FOR 2025 FOR THE PARENT COMPANY AND THE GROUP
The Annual General Meeting approved the annual accounts and Board of Directors' report for 2025 as presented.
- REMUNERATION TO THE BOARD OF DIRECTORS, AUDIT COMMITTEE, NOMINATING COMMITTEE AND AUDITOR FOR 2025
The Annual General Meeting approved remuneration to the Board and the committee members for 2025 according to the Nomination Committee's recommendations:
| Chair of the Board | NOK 985,000 |
|---|---|
| Board Directors | NOK 500,000 |
| Audit Committee, Chair | NOK 250,000 |
| Audit Committee, other members | NOK 125,000 |
| Nomination Committee, Chair | NOK 85,000 |
| Nomination Committee, other members | NOK 65,000 |
The Annual General Meeting approved that the remuneration to the Auditor shall be paid according to invoice.
- ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS AND CHAIR
The Annual General Meeting supported the Nominating Committee's proposal and re-elected Laurence Ward Odfjell, Christine Rødsæther, Jannicke Nilsson and Jan Bjørn Kjærvik as board members for a period of two years until the Annual General Meeting in 2028.
The Annual General Meeting supported the Nominating Committee's proposal and re-elected Laurence Ward Odfjell as the Chair of the Board for a new period of one year until the Annual General Meeting in 2027.
The composition of the Board of Directors is the following:
Odfjell SE | Conrad Mohrs veg 29 | P.O. Box 6101 Postterminalen, 5892 Bergen, Norway
[email protected] | Tel. +47 55 27 00 00 | CRN 930 192 503 | Odfjell.com
ODFJELL
| Board member | Term |
|---|---|
| Laurence Ward Odfjell as Chair, | |
| as Board Member | 2027 |
| 2028 | |
| Christine Rødsæther (Board Member) | 2028 |
| Jannicke Nilsson (Board Member) | 2028 |
| Jan Kjærvik (Board Member) | 2028 |
| Tanja Jo Ebbe Dalgaard (Board Member) | 2027 |
| Erik Nyheim (Board Member) | 2027 |
7. STATEMENT CONCERNING CORPORATE GOVERNANCE
The Chair of the meeting referred to the Board of Directors' statement regarding Corporate Governance having been presented to the Annual General Meeting in the Company's Annual Review for 2025 at the Company's webpage www.odfjell.com. It was further referred to the fact that the Annual General Meeting is not expected to specifically approve the report. The General Meeting took note of the Board of Directors' report on corporate governance.
8. REPORT ON SALARY AND OTHER REMUNERATION TO LEADING PERSONNEL
The Annual General Meeting resolved as advisory vote to support the Board's report on salary and other remuneration to leading personnel.
9. APPROVAL OF GUIDELINES FOR THE NOMINATION COMMITTEE
The General Meeting approved the guidelines for the Nomination Committee.
10. AUTHORISATION TO PURCHASE OWN SHARES
The General Meeting resolved as follows:
- In accordance with section 9-4 of the Public Limited Liability Companies Act, the Board of Odfjell SE is hereby authorized to acquire own shares, limited to
Odfjell SE | Conrad Mohrs veg 29 | P.O. Box 6101 Postterminalen, 5892 Bergen, Norway
[email protected] | Tel. +47 55 27 00 00 | CRN 930 192 503 | Odfjell.com
ODFJELL
15,943,969 shares with a total nominal value of NOK 39,859,923, provided always that the company at any time cannot own more than 10% own shares.
-
The authorization is valid until the next Ordinary General Meeting, but in any case not longer than until 30 June 2027.
-
The Board is free to decide the acquisition methods and the sale of own shares. Own shares can e.g. be acquired as compensation for own shares that have been sold. The minimum and maximum price that is payable for the shares acquired in accordance with this authorisation is respectively NOK 2.50 and NOK 250.
-
If the Company's share capital has been changed through a bonus issue, a share split or similar, the total nominal value and the minimum and maximum price shall be adjusted accordingly.
-
Both the Company and its subsidiaries may acquire shares in the Company.
-
The resolution shall be filed with the Norwegian Register of Business Enterprises without any groundless delay.
-
AUTHORISATION TO THE BOARD TO DECIDE DIVIDEND PAYMENTS ON THE BASIS OF ANNUAL ACCOUNTS APPROVED BY THE GENERAL MEETING
The General Meeting resolved to grant proxy to the Board to decide dividend payments, contingent on the Company maintaining sufficient equity and liquidity also after any dividend payments (pursuant to Para 8-1 (4) of the Public Limited Liability Companies Act). The authorization is valid until the next Ordinary General Meeting but at any rate not longer than until 30 June 2027.
All matters on the Agenda were approved in accordance with the Notice dated April 13, 2026 and there were no further items to be discussed. All approvals were made with such majority as appears from the enclosed voting record.
The meeting was adjourned at 16:08 hrs.
Odfjell SE | Conrad Mohrs veg 29 | P.O. Box 6101 Postterminalen, 5892 Bergen, Norway
[email protected] | Tel. +47 55 27 00 00 | CRN 930 192 503 | Odfjell.com
ODFJELL
Bergen, May 6, 2026
Sign. Chairperson
Sign. Co-signature
Anita Rees
Enclosed:
1. List of shareholders represented at the Annual General Meeting 2026.
2. Result from voting per agenda items
Odfjell SE | Conrad Mohrs veg 29 | P.O. Box 6101 Postterminalen, 5892 Bergen, Norway
[email protected] | Tel. +47 55 27 00 00 | CRN 930 192 503 | Odfjell.com
Vedlegg 1 / Appendix 1: Registerte deltakere / Attendees represented
Totalt representert / Attendance Summary Report
Odfjell SE
Generalforsamling / AGM
6 May 2026
| A - Shares | B - Shares | ||
|---|---|---|---|
| Antall personer deltakende i møtet / Registered Attendees: | 2 | 2 | 2 |
| Totalt stemmeberettiget aksjer representert / Total Votes Represented: | 50,678,687 | 41,009,038 | 9,805,418 |
| Totalt antall kontoer representert / Total Accounts Represented: | 223 | 197 | 35 |
| Totalt stemmeberettiget aksjer / Total Voting Capital: | 79,183,783 | 60,463,624 | 19,256,222 |
| % Totalt representert stemmeberettiget / % Total Voting Capital Represented: | 64.00% | 67.88% | 52.03% |
| Totalt antall utstede aksjer / Total Capital: | 79,719,846 | 60,416,462 | 18,767,321 |
| % Totalt representert av aksjekapitalen / % Total Capital Represented: | 63.57% | 67.82% | 50.71% |
| Selskapets egne aksjer / Company Own Shares: | 536,063 | 47,162 | 488,901 |
Sub Total: 2 50,678,687
| Kapasitet / Capacity | Registrerte Deltakere / | Registrerte Stemmer | Kontoer / |
|---|---|---|---|
| Registered Attendees | / Registered Votes | Accounts | |
| Styrets Leder med fullmakt / COB with proxy | 1 | 43,057 | 7 |
| Forhåndsstemmer / Advance votes | 1 | 50,635,630 | 216 |
Kai Roger Bamberg
DNB Bank ASA
DNB Carnegie Issuer Services
Vedlegg / Appendix 2: Stemmeoversikt / Voting overview
Odfjell SE GENERALFORSAMLING / AGM 06 May 2026
Som registreringsansvarlig for avstemmingen på generalforsamlingen for aksjonærene i selskapet avholdt den 06 May 2026, BEKREFTES HERVED at resultatet av avstemmingen er korrekt angitt som følger:-
/
As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 06 May 2026, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
Totalt antall stemmeberettigede aksjer / Issued voting shares: 79,183,783
| STEMMER / VOTES FOR | % | STEMMER / VOTES MOT | % | STEMMER / VOTES AVSTÅR | STEMMER TOTALT / VOTES TOTAL | % AV STEMME-BERETTIG KAPITAL AVGITT STEMME / % ISSUED VOTING SHARES VOTED | IKKE AVGITT STEMME I MØTET / NO VOTES IN MEETING | ||
|---|---|---|---|---|---|---|---|---|---|
| 2 | A Shares | 40,873,269 | 100.00 | 0 | 0.00 | 0 | 40,873,269 | 67.65% | 0 |
| 3 | A Shares | 40,873,269 | 100.00 | 0 | 0.00 | 0 | 40,873,269 | 67.65% | 0 |
| 4 | A Shares | 40,792,705 | 100.00 | 0 | 0.00 | 80,564 | 40,873,269 | 67.65% | 0 |
| 5 | A Shares | 40,873,269 | 100.00 | 0 | 0.00 | 0 | 40,873,269 | 67.65% | 0 |
| 6a | A Shares | 40,415,221 | 98.88 | 458,048 | 1.12 | 0 | 40,873,269 | 67.65% | 0 |
| 6b | A Shares | 40,449,608 | 98.96 | 423,661 | 1.04 | 0 | 40,873,269 | 67.65% | 0 |
| 6c | A Shares | 40,585,053 | 99.29 | 288,216 | 0.71 | 0 | 40,873,269 | 67.65% | 0 |
| 6d | A Shares | 40,828,829 | 99.89 | 44,440 | 0.11 | 0 | 40,873,269 | 67.65% | 0 |
| 6e | A Shares | 40,431,769 | 98.92 | 441,500 | 1.08 | 0 | 40,873,269 | 67.65% | 0 |
| 8 | A Shares | 38,782,761 | 94.89 | 2,090,508 | 5.11 | 0 | 40,873,269 | 67.65% | 0 |
| 9 | A Shares | 40,586,268 | 99.30 | 287,001 | 0.70 | 0 | 40,873,269 | 67.65% | 0 |
| 10 | A Shares | 39,312,872 | 96.21 | 1,549,587 | 3.79 | 10,810 | 40,873,269 | 67.65% | 0 |
| 10 | B Shares | 9,758,546 | 99.54 | 44,872 | 0.46 | 2,000 | 9,805,418 | 52.25% | 0 |
| 11 | A Shares | 40,873,269 | 100.00 | 0 | 0.00 | 0 | 40,873,269 | 67.65% | 0 |
Kai Roger Bamberg
DNB Bank ASA
DNB Carnegie Issuer Services