Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

TOMRA Systems AGM Information 2022

Apr 4, 2022

3775_rns_2022-04-04_a6071b4a-d76d-434d-88a6-27f2d07b318c.pdf

AGM Information

Open in viewer

Opens in your device viewer

Notice of annual general meeting in TOMRA Systems ASA

Notice is hereby given by the Board of Directors for the annual general meeting in TOMRA Systems ASA on 28 April 2022 at 17:30 CET. The shareholders can participate online or physically in the company's premises in Drengsrudhagen 2 in Asker.

Voting during the general meeting will only take place electronically. See the guide for more information on digital participation and voting. Shareholders who wish to participate physically and have not given a power of attorney must bring a tablet or smartphone to be able to vote. Please show up well in advance if you need assistance with voting.

THE FOLLOWING MATTERS SHALL BE DEALT WITH:

    1. Opening of the general meeting by the chairperson of the Board, or the one he appoints. Registration of attending shareholders, including shareholders represented by proxy (no voting).
    1. Election of the chairperson of the meeting.
    1. Election of one person to sign the minutes of the general meeting together with the chairperson of the meeting.
    1. Approval of the notice of the meeting and the agenda.
    1. Report by the management on the status of the company and the Group (no voting).
    1. Approval of the annual accounts and the annual report for 2021 for the company and the Group.
    1. Consideration of report on remunerations of senior executives.
    1. Consideration of the Board of Directors' statement on corporate governance (no voting).
    1. Determination of remuneration for the Board of Directors.
    1. Determination of remuneration for the nomination committee.
    1. Election of the shareholder elected members of the Board of Directors.
    1. Election of members of the nomination committee.
    1. Approval of remuneration for the auditor.
    1. Power of attorney regarding acquisition and disposal of treasury shares.
    1. Power of attorney regarding private placements of newly issued shares in connection with mergers and acquisitions.
    1. Articles of association change, share split 1:2.

INFORMATION ON SHAREHOLDERS' RIGHTS, INCLUDING HOW SHAREHOLDERS MAY PARTICIPATE AND VOTE AT THE GENERAL MEETING

Shares in the company and the right to vote for shares

On the date of this notice there are 148 020 078 issued shares in the company. The company's articles of association do not contain any restrictions on voting rights. Each share gives the right to one vote at the general meeting, cf. the Securities Trading Act section 5-9, second paragraph, nevertheless voting rights may not be used for shares held by the company itself or its subsidiaries. Shareholders are entitled to attend the general meeting and exercise voting rights by attending in person or by proxy.

A shareholder has the right to cast votes for the number of shares owned that are registered in the Norwegian Registry of Securities (VPS) five working days prior to the general meeting (the company's articles of association section 5) – 21 April 2022.

Shareholders' rights

The shareholders' right to add items to the agenda of the general meeting has expired, cf. the Public Limited Liability Act section 5-11 second sentence.

A shareholder may put forward proposals for resolutions relating to matters that are due to be covered at the general meeting.

A shareholder may require Board members and the general manager to give available information concerning circumstances that may affect the judgment of:

    1. approval of the annual accounts and the annual report;
    1. matters submitted to the shareholders for resolution/approval; and
    1. the company's financial position, including business activities in other companies of which the company has an involvement in, and other matters to be dealt with by the general meeting, apart from information that cannot be disclosed without causing disproportionate damage to the company.

In the event that it is necessary to collect information and therefore said request for information cannot be met at the general meeting, a written reply shall be drafted within two weeks after the general meeting. The reply shall be made available to the shareholders at the business premises of the company and shall be sent to every shareholder that has requested such information. If the reply is regarded as essential to the judgement and consideration of the matters listed in the paragraph 1-3 above, the reply shall be sent to every shareholder with a known address.

Registration to the general meeting, advance voting and voting by proxy

Shareholders wishing to attend the general meeting physically, vote in advance or proxy, may notify the company by using the attached registration form or proxy with the procedures and within the deadlines specified therein. Registration and submitting of the proxy may also be done electronically as described in the attached registration form and proxy. Registration of physically present shareholders will take place from kl. 17.00 on the day of the general meeting.

Shareholders who wish to participate digitally do not need to register, but in order to be able to vote during the general meeting, you must be logged in to the technical solution when the chairman of the meeting lists the attending shareholders. Login opens one hour before the start of the meeting.

Shareholders who have voted in advance or given a power of attorney may participate physically or digitally in the general meeting but will not have the opportunity to vote on the matters.

Digital participation

Digital participation takes place via Lumi AGM at https://web.lumiagm.com. Click on the link or copy the link address of your browser to attend the general meeting. Tomra Systems ASA meeting ID will be 101-724-786.

By participating digitally, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the issues. No pre-registration is required for shareholders who want to participate digitally, but shareholders must be logged in before the general meeting starts. It will not be possible to log in after the meeting has started. Shareholders are therefore encouraged to log in due time before the general meeting starts. Login can take place up to one hour before the meeting begins.

Secure identification of the shareholders is done by using the unique reference number and PIN code that is assigned to each shareholder and proxy in the Norwegian Registry of Securities (VPS) for the general meeting.

Further information and guidance on digital participation via Lumi AGM is available at https://www.tomra.com/en/investor-relations/agm-2022.

***

The Board of Directors' proposal to the annual accounts and annual report for 2021, including the statement on corporate governance, and the auditor's statement are – in accordance with the company's articles of association section 7 – only available at the company's website https://www.tomra.com/en/investor-relations/agm-2022. Shareholders who wish to receive the aforementioned documentation by ordinary mail, may contact the company at telephone number +47 66 79 91 00 or [email protected]. This notice and attached forms for registration and proxy, as well as the Board of Directors' Report on remuneration of senior executives, are also available at the company's website.

4 April 2022 TOMRA Systems ASA The Board of Directors

DETAILED ACCOUNTS ON AND PROPOSAL FOR RESOLUTIONS IN CERTAIN MATTERS ON THE ANNUAL GENERAL MEETING IN TOMRA SYSTEMS ASA 28 APRIL 2022

Matter 6: Approval of the annual accounts and the annual report for 2021 for the company and the Group

The annual report consisting of the annual accounts, director's report and auditor's report for 2021 is available on the company's website. The Board of Directors proposes that the general meeting passes the following resolution:

«The annual report and annual accounts for 2021 are approved. An ordinary dividend of NOK 3.30 per share in addition to an extra ordinary dividend of NOK 2.70 per share, in total NOK 6.00 per share, shall be distributed. Eligible for dividend for a share is the one being owner of the share by the end of 28 April 2022. The shares will be traded on Oslo Stock Exchange excluding dividend as from 29 April 2022.»

The dividend shall be paid on or around 9 May 2022.

Matter 7: Consideration of report on remunerations of senior executives

The report on remuneration of senior executives has been made available at TOMRAs home page. The report shall be discussed by the annual general meeting and be subject to a non-binding vote.

The Board of Directors proposes that the general meeting passes the following resolution:

«The annual general meeting endorse the report on remunerations of senior executives.»

Matter 9: Determination of remuneration for the Board of Directors

The nomination committee proposes that the general meeting passes the following resolution:

«For the period May 2022 to May 2023, the members of the Board of Directors are remunerated as follows (last year's figures in brackets):

Chairperson of the Board: NOK 1 030 000 (NOK 1 000 000)
External Board members: NOK 541 613 (NOK 525 838)

External board members are required to purchase TOMRA shares equal to 20% of their annual gross board fee. The requirement no longer applies once the value of the shareholding exceeds the gross annual board fee. Excessive shares might then be sold. Guidelines for purchase and eventual sale of shares are established by management.

In addition, chairpersons and external members of the compensation committee and the corporate sustainability committee are to be given an annual remuneration of NOK 65 000 (NOK 54 132) and NOK 40 000 (NOK 37 913) respectively.

In addition, chairperson and external members of the audit committee are to be given an annual remuneration of NOK 90 000 (NOK 90 000) and NOK 60 000 (NOK 37 913) respectively.

Internal board members receive a remuneration of NOK 250 576 (NOK 243 278) for the period May 2022 to May 2023.»

The remuneration has been adjusted with ~3%, reflecting the general inflation, with the exception for the chairpersons of the compensation committee and the corporate sustainability committee, which has been adjusted with ~20%, to better reflect the workload assumed to follow these positions.

The remuneration for internal members of the Board is assumed to cover board responsibilities and time for preparation. Time spent in board meetings is assumed to be covered by the employees' normal wages.

Matter 10: Determination of remuneration for the nomination committee

The nomination committee proposes that the general meeting passes the following resolution:

«Anders Mørch is employed by Investment AB Latour and is nominated to the nomination committee by Latour, which is the largest shareholder in Tomra Systems ASA. According to Latours internal policies, should members appointed by them not receive a separate compensation for this. For the other members, the nomination committee suggest:

For the period May 2022 to May 2023, the chairperson and the independent members of the nomination committee are to be given an annual compensation of NOK 105 000 (NOK 94 784) and NOK 70 000 (NOK 63 189), respectively.»

Matter 11: Election of shareholder elected members of the Board of Directors

The nomination committee has recommended the following people as Board members in TOMRA Systems ASA for the next period:

Chairperson: Johan Hjertonsson (new) Board member: Bodil Sonesson (re-election) Board member: Pierre Couderc (re-election) Board member: Bjørn Matre (re-election) Board member: Hege Skryseth (re-election)

Matter 12: Election of members of the nomination committee

The nomination committee has recommended the following people as members of the nomination committee of TOMRA Systems ASA for the next period:

Chairperson: Rune Selmar (re-election)
Member: Hild F. Kinder (re-election)
Member: Anders Mörck (re-election)
Member: Tine Fossland (new)

Matter 13: Approval of remuneration for the auditor

The Board of Directors proposes that the general meeting passes the following resolution:

«The auditor's fee invoiced for 2021 corresponded to our pre-approved agreement and has subsequently been paid.»

Matter 14: Power of attorney regarding acquisition and disposal of treasury shares

The current power of attorney, given to the Board at last year's general meeting, to acquire up to 500 000 treasury shares, expires at the general meeting.

The Board of Directors suggests a renewal of this power of attorney to acquire and dispose up to 500 000 treasury shares.

The Board of Directors requests that shares bought may be utilised for the groups share saving program for employees.

The Board of Directors proposes that the general meeting passes the following resolution:

«In accordance with the Public Limited Liabilities Act section 9-4 the Board of Directors is hereby granted authority to acquire and dispose of treasury shares. The power of attorney remains in force until the next annual general meeting. The company may acquire shares up to a total par value of NOK 500 000. The price paid for each share may not be less than NOK 100 or higher than NOK 1000. The acquisitions shall be made on the stock exchange within a normal spread. Treasury shares may only be disposed of in order to carry out the share saving program for the group's employees.

The power of attorney will enter into force once it is registered by the Norwegian Register of Business Enterprises.»

Matter 15: Power of attorney regarding private placements of newly issued shares in connection with mergers and acquisitions

The Board of Directors has in recent years been authorised to effect share capital increases by private placements of newly issued shares and as compensation for mergers and acquisitions. The current power of attorney expires at this general meeting. The Board of Directors proposes that a new power of attorney is granted so as to enable the Board of Directors to effect such actions in the future as well.

The Board of Directors proposes that the general meeting passes the following resolution:

«The Board of Directors is hereby authorised to increase the share capital by up to NOK 14 802 008 – equivalent to up to 10% of the current share capital – by subscription of new shares. The power of attorney may only be employed in connection with mergers and acquisitions of companies or businesses. The shareholder's pre-emptive rights pursuant to the Public Limited Liability Companies Act section 10-4 may be disapplied. The power of attorney encompasses non-cash share contributions and the right to assume special obligations on the company, as well as a decision on a merger. The power of attorney shall be valid until the next annual general meeting in the company. If the power of attorney is utilised, the Board of Directors may amend section 4 of the articles of association accordingly.»

Matter 16: Articles of association change, share split 1:2

Based on the company's share price development in recent years, and to further facilitate trading in the share, the Board proposes that the annual general meeting, with effect from 27 May, resolves on a share split (1: 2), with the company's articles of association to be amended accordingly.

The Board proposes that the annual general meeting makes the following resolution:

«Article 4 of the Articles of Association shall from 27 May 2022 be:

«The share capital is NOK 148,020,078 divided into 296,040,156 shares, each with a nominal value of NOK 0.50.»

The nomination committee's proposal to the annual general meeting in Tomra Systems ASA 28th April 2022

The nomination committee in Tomra Systems ASA has consist of the following members:

  • Rune Selmar (chair)
  • Hild F. Kinder
  • Anders Mörck

The nomination committee has since the last annual general meeting met with the chairperson of the Board, shareholder elected Board members and the Groups CEO and CFO. The committee has evaluated the Boards work and composition.

It is the committee's impression that the Board is well functioning. All Board members are active contributors and important competence areas like strategy development, international marketing, technology, finance, and internal control are well covered.

The committee has in its nomination put emphasis on the need for broad and relevant competence within the board, as well as continuity.

The committee has communicated directly with the group's largest shareholders, as well as invited for proposals thru Tomra's webpages.

To increase the Board members shareholding, the committee established at the annual general assembly in 2018 a system, where the Board elected shareholders commit them self to invest at least 20% of their yearly Board fees in the company's shares, up until their holding at least equals on gross Board fees. When the holding exceeds one years Board fees, the members are free to sell shares, but not more than the total shareholding remains above one year's gross Board fees. The transactions should follow the rules and guidance established by management.

The committee is of the opinion that the system has worked according to the intentions and recommends that is continued in the upcoming period.

Matter 9: Determination of remuneration for the Board of Directors

The nomination committee proposes that the general meeting passes the following resolution:

"For the period May 2022 to May 2023, the members of the Board of Directors are remunerated as follows (last year's figures in brackets):

Chairperson of the Board: NOK 1 030 000 (NOK 1 000 000) External Board members: NOK 541 613 (NOK 525 838)

External board members are required to purchase TOMRA shares equal to 20% of their annual gross board fee. The requirement no longer applies once the value of the shareholding exceeds the gross annual board fee. Excessive shares might then be sold. Guidelines for purchase and eventual sale of shares are established by management.

In addition, chairpersons and external members of the compensation committee and the corporate sustainability committee are to be given an annual remuneration of NOK 65 000 (NOK 54 132) and NOK 40 000 (NOK 37 913) respectively.

In addition, chairperson and external members of the audit committee are to be given an annual remuneration of NOK 90 000 (NOK 90 000) and NOK 60 000 (NOK 37 913) respectively.

Internal board members receive a remuneration of NOK 250 576 (NOK 243 278) for the period May 2022 to May 2023."

The remuneration has been adjusted with ~3%, reflecting the general inflation, with the exception for the chairpersons of the compensation committee and the corporate sustainability committee, which has been adjusted with ~20%, to better reflect the workload assumed to follow these positions.

The remuneration for internal members of the Board is assumed to cover board responsibilities and time for preparation. Time spent in board meetings is assumed to be covered by the employees' normal wages.

Matter 10: Determination of remuneration for the nomination committee

The nomination committee proposes that the general meeting passes the following resolution:

"Anders Mørch is employed by Investment AB Latour ("Latour") and is nominated to the nomination committee by Latour, which is the largest shareholder in Tomra Systems ASA. According to Latours internal policies, should members appointed by them not receive a separate compensation for this. For the other members, the nomination committee suggest:

For the period May 2022 to May 2023, the chairperson and the independent members of the nomination committee are to be given an annual compensation of NOK 105 000 (NOK 94 784) and NOK 70 000 (NOK 63 189), respectively."

Matter 11: Election of shareholder elected members of the Board of Directors

Tomra's largest owner, Investment AB Latour, has proposed that Johan Hjertonsson (CEO in Latour), is elected as new chairperson. Tomra is one of Latours largest holdings, and as an active owner, they find it natural that this position is filled by their representative.

The committee has reviewed Johan Hjertonssons competence and background and find him to be a good candidate for the chairperson position and supports the nomination.

Jan Svensson, who has been member of the Board since 2012 and in an excellent way led the Board as chairperson since 2015, will consequently step down.

For the other positions, the nomination committee do not suggest any changes.

The following persons are consequently nominated to the Board for the upcoming period:

Chair: Johan Hjertonsson (new)

Johan Hjertonsson is CEO of Investment AB Latour. He has previously been CEO of AB Fagerhult, one of Latour's ten stock listed portfolio investments, CEO of Lammhult Design Group AB, and several management positions within the Electrolux Group.

Member: Bodil Sonesson (re-elected)

Bodil Sonesson of CEO in AB Fagerhult. Her previous experience includes several positions within Axis Communications in the period 1996 - 2018, the last years as VP Global sales. She is also board member at the Swedish chamber of commerce in Paris.

Member: Pierre Couderc (re-elected)

Pierre Couderc is Managing Director of Trouw Nutrition Iberia. He was previously CEO of Groupe Euralis from 2009 to 2020. Preceding this he held a number of management positions within the Danone Group from 1987 to 2009, including Executive General Manager at Jose Cuervo (2008-09), General Manager Asia Pacific (2005-08), General Manager Danone Mexico (2004-05), and General Manager Danone Argentina (2002-04).

Member: Bjørn Matre (re-elected)

Bjorn Matre is owner & chairman of Lille Oslo Eiendom AS and subsidiaries.

Previous experience includes senior partner at the Boston Consulting Group (BCG) and Chairman BCG Europe, Middle East and Africa. Prior to this he held various leadership roles in the Nordic financial services industry. Other board memberships: Non-listed Fritzøe Skoger AS.

Member: Hege Skryseth (re-elected)

Hege Skryseth is Executive Vice President of Kongsberg ASA and President of Kongsberg Digital. Skryseth has vast experience from top management positions from international tech companies such as Microsoft Norway and Geodata (ESRI), and high-tech companies such as Kongsberg. Hege is also Board member at Autostore Holdings Ltd.

In the nomination for the upcoming period, has the committee in particular emphasized to topics;

Tomra has followed the practice of electing the Board as a collegium, without the opportunity to vote for individual board members at the annual general assembly, as each members competence and background must be viewed together with the other members background and competence.

In addition, has each members ability to dedicate sufficient time to the Board work been considered in the nomination.

Matter 12: Election of members of the nomination committee

The committee has nominated the following persons to the nomination committee in Tomra Systems ASA for the upcoming period.

Chair: Rune Selmar (re-elected)

Rune Selmar has previously been CEO of Folketrygdfondet and Odin Forvaltning AS. He has also had several positions in key Norwegian companies, including Chairperson at Avantor ASA, board member in Expert ASA, Hexagon Composites ASA and DnB Livsforsikring ASA.

Member: Hild F. Kinder (re-elected)

Hild F. Kinder has solid background from management recruitment, the ten last years as partner in KinderStiff Consulting, where her main focus has been towards bank/finance, industry and real estate. Preceding this, she worked 10 years as analyst/partner at Carnegie, where she received international top-rankings. Kinder led the Stockman-committee in NFF in 15 years, up until 2021.

Medlem: Anders Mörck (re-elected)

Anders Mörck has more than 20 years experience from stock listed companies. Much of his time has been dedicated to long term ownership, thru positions as chairperson and/or board member in several companies and industries, and as member of nomination committees. Anders has a CPA and an MBA from the university at Växjö. Today Anders is CFO at Investment AB Latour, one of Swedens largest investment companies. He is chairperson at Troax Group AB and board member at HMS Networks AB (both listed at Nasdaq - Stockholm). He is also board member at the unlisted companies Swegon Group AB, Latour Industries AB, Nord-Lock International AB, Bemsiq AB and Hultafors Group AB.

Medlem: Tine Fossland (nyvalg)

Tine Fossland is portfolio manager at Folketrygdfondet, where she among other, is following up on the investment in Tomra. She has previously been working at EY and PwC. She has an MBA in Finance from NHH and in sustainability from HEC Paris.

Oslo, 4 April 2022 Rune Selmar Chairperson Tomra Nomination Committee

REF. NO: PIN CODE:

Notice of Annual general meeting

Annual general meeting in TOMRA Systems ASA will be held on 28 April 2022 at 17:30 CET in Drengsrudhagen 2, Asker, Norway and online.

The shareholder is registered with the following amount of shares at summons: , and vote for the number of shares owned per Record Date: 21 April 2022

The general meeting is held as a hybrid meeting, where shareholders can choose between attending online or meeting physically. Shareholders who participate physically log in and cast their votes electronically in the same way as shareholders who participate online and are asked to bring a smartphone or tablet. If a shareholder wishes to participate, but not vote in the meeting, a proxy or advance vote may be given. See online guide on the company's website https://www.tomra.com/en/investor-relations/agm-2022 for technical description.

Deadline for registration of physical attendance, advance votes, proxies and instructions: 26 April 2022 at 16:00 CET

Advance votes

Advance votes may only be executed electronically, through the Company's website https://www.tomra.com/en/investor-relations/agm-2022 (use ref and pin code above) or through VPS Investor Services (where you are identified and do not need Ref.nr.and PIN Code). Chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.

Online participation

Shareholders that will participate online are requested not to register attendance in advance.

For online attendance - Please log in at https://web.lumiagm.com/101724786 log in must be done at the latest at the start of the meeting and will be opened one hour before. You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent you by post (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (8:00 a.m. to 3:30 p.m. CET) or by e-mail [email protected].

Registration for physical attendance

Shareholders who wish to participate physically are requested to register attendance.

Registration for physical attendance should be done through the Company's website https://www.tomra.com/en/investor-relations/agm-2022 or through VPS Investor Services. For registration through the Company's website, the reference number and pin code on this form must be stated. In VPS Investor Services chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator. If you are not able to register this electronically, you may send this form by e-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. If a shareholder gives an advance vote or proxy, but wishes to attend physically, we ask for a short e-mail to [email protected].

Place/Date Shareholder's signature
(to be signed only for registration of physical attendance)
Proxy without voting instructions for Annual general meeting of TOMRA Systems ASA
Proxy to another individual to vote for your shares.
REF. NO: PIN CODE:

Proxy should be registered through the Company's website https://www.tomra.com/en/investor-relations/agm-2022 or through VPS Investor Services. For granting proxy through the Company's website, the reference number and pin code on this form must be used.

In VPS Investor Services chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator. If you are not able to register this electronically, you may send by E-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. If the shareholder is a Company, the signature must be according to the Company's Certificate of Registration. The Proxy must be dated and signed to be valid.

The undersigned:

hereby grants (if you do not state the name the proxy holder, the proxy will be given to the Chair of the Board of Directors)

the Chair of the Board of Directors (or a person authorised by him or her), or

(State name of proxy holder in capital letters) (NB: Proxy holder who participates online must send an e-mail to [email protected] for log in details)

proxy to attend and vote for my/our shares at the Annual general meeting of TOMRA Systems ASA on 28 April 2022.

Proxy with voting instructions for Annual general meeting in TOMRA Systems ASA.

Use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her. (Alternatively, you may vote electronically in advance, see separate section above). For Instruction to other than Chair of the Board, give a proxy without voting instructions, and agree directly with the proxy holder how voting should be executed.

Proxies with voting instructions cannot be registered electronically, and must be sent to [email protected] (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 26 April 2022 at 16:00 CET. If the shareholder is a Company, the signature must be according to the Company's Certificate of Registration.

The Proxy with voting instructions must be dated and signed to be valid.

The undersigned: REF. NO:

hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Annual general meeting of TOMRA Systems ASA on 28 April 2022.

The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.

Agenda for the Annual general meeting 2022 For Against Abstention
1. Opening of the general meeting by the chairperson of the Board, or the one he appoints.
Registration of attending shareholders, including shareholders represented by proxy (no voting)
2. Election of the chairperson of the meeting
3. Election of one person to sign the minutes of the general meeting together with the chairperson of the meeting
4. Approval of the notice of the meeting and the agenda
5. Report by the management on the status of the company and the Group (no voting)
6. Approval of the annual accounts and the annual report for 2021 for the company and the Group
7. Consideration of report on remunerations of senior executives
8. Consideration of the Board of Directors' statement on corporate governance (no voting)
9. Determination of remuneration for the Board of Directors
10. Determination of remuneration for the nomination committee
11. Election of the shareholder elected members of the Board of Directors
12. Election of members of the nomination committee
13. Approval of remuneration for the auditor
14. Power of attorney regarding acquisition and disposal of treasury shares
15. Power of attorney regarding private placements of newly issued shares in connection with mergers and acquisitions
16. Articles of association change, share split 1:2

Place/Date Shareholder's signature (Only for granting proxy with voting instructions)

GUIDE FOR ONLINE PARTICIPATION TOMRA SYSTEMS ASA 28 APRIL 2022

TOMRA SYSTEMS ASA will hold annual general meeting on April 28 2022 at 17:30 CET as a hybrid meeting, where you get the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online.

We also point out that you also can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items. If required a proxy can be withdrawn by requesting this once logged on.

By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext VPS) in relation to this General Meeting.

No registration is required for shareholders who want to participate online, but shareholders must be logged in before the general meeting starts.

Shareholder who does not find their reference number and PIN code for access or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30), or send an e-mail to [email protected]

HOW TO ACCESS THE ONLINE GENERAL MEETING

To be able to participate online, you must go to the following website: https://web.lumiagm.com

either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.

enter Meeting ID: 101-724-786 and click Join:

You must then identify yourself with.

a) Ref. number from VPS for the general meeting

b) PIN code from VPS for general meeting

You will have the opportunity to log in one hour before the general meeting starts.

Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting.

HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE

All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.

All VPS directly registered shareholders have access to investor services either via https://www.euronextvps.no or internet bank. Contact your VPS account operator if you do not have access.

Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).

Custodian registered shareholders: Shares held through Custodians (nominee) accounts must be transferred to a segregated VPS account registered in the name of the shareholder to have voting rights on the General Meeting. Once shares are transferred to the segregated VPS account, a reference number and PIN code are assigned to this account. Please contact your custodian for further information.

HOW TO VOTE

When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll.

To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all items. If you use this option, you can still override the choice on items one by one if desired.

To change your voice, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.

NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.

02-UK 9 15:54
Poll Open
@ 33%
Split Voting
the chair
Splect a choice to send
2. Valg av møteleder og person til å
medundertegne protokollen /
Election of person to chair the
meeting and election of a person to
co-sign the minutes together with
For / For
Mot / Against
Avstar / Abstain
Cancel

QUESTIONS TO THE CHAIRPERSON

Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open.

If you would like to ask a question relating to the items on the agenda, select the messaging icon.

Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.

Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.

All shareholders who submit questions will be identified with their full names, but not holding of shares.