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TOMRA Systems — Proxy Solicitation & Information Statement 2026
Mar 27, 2026
3775_rns_2026-03-27_382e98ce-6071-432e-940e-5274a703f7e9.pdf
Proxy Solicitation & Information Statement
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TOMRA
Notice of annual general meeting in TOMRA Systems ASA
TOMRA Systems ASA will hold its annual general meeting on Thursday 23 April 2026 at 17:30 CEST as a digital meeting. Login and registration will open at 16:30 CEST.
The Board of Directors has decided that the annual general meeting will be held as a digital meeting. No physical meeting will take place. Shareholders are invited to participate in the meeting, vote and ask written questions using smartphones, tablets, computers or similar electronic devices. For further information about digital participation, TOMRA Systems ASA refers to the information included in the Notice, also published on the company's website www.tomra.com.
THE FOLLOWING MATTERS SHALL BE DEALT WITH:
- Opening of the annual general meeting by the chairperson of the Board of Directors, or the one he appoints. Registration of attending shareholders, including shareholders represented by proxy (no voting).
- Election of the chairperson of the meeting.
- Election of one person to sign the minutes of the annual general meeting together with the chairperson of the meeting.
- Approval of the notice of the meeting and the agenda.
- Report by the management on the status of the company and the Group (no voting).
- Approval of the annual accounts and the annual report for 2025 for the company and the Group. The Board of Directors proposes a dividend of NOK 2.15 per share for 2025.
- Consideration of report on remuneration of senior executives.
- Consideration of the Board of Directors' statement on corporate governance (no voting).
- Election of shareholder elected members of the Board of Directors.
- Election of members of the nomination committee.
- Determination of remuneration for the Board of Directors.
- Determination of remuneration for the nomination committee.
- Call for board member share ownership.
- Approval of remuneration for the auditor.
- Power of attorney regarding acquisition and disposal of treasury shares.
- Power of attorney to carry out directed share capital increases for acquisitions and mergers.
- Articles of association change, article 2.
INFORMATION ON SHAREHOLDERS' RIGHTS, INCLUDING HOW SHAREHOLDERS MAY PARTICIPATE AND VOTE AT THE ANNUAL GENERAL MEETING
Shares in the company and the right to vote for shares
On the date of this notice there are 296 040 156 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 annual 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 annual 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 five working days prior to the annual general meeting – 16 April 2026 (the record date). Owners of shares held through a custodian must additionally ensure that the company is notified separately, see below.
Shareholders' rights
The shareholders' right to add items to the agenda of the annual 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 annual general meeting.
Copyright © TOMRA Systems ASA 2026
OFFICE TRANSLATION
A shareholder may require Board members and the general manager to give available information concerning circumstances that may affect the judgment of:
- approval of the annual accounts and the annual report;
- matters submitted to the shareholders for resolution/approval; and
- 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 annual 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 annual general meeting, a written reply shall be drafted within two weeks after the annual 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 judgment and consideration of the matters listed in the paragraph 1-3 above, the reply shall be sent to every shareholder with a known address.
Advance voting and voting by proxy
Shareholders wishing to vote in advance or by proxy, may notify the company by using the attached proxy with the procedures and within the deadlines specified therein. Submitting the proxy may also be done electronically as described in the attached proxy form.
Digital participation
By participating digitally, shareholders will receive a live webcast from the annual general meeting, the opportunity to ask written questions, and vote on each of the matters. Shareholders do not need to register to participate, but in order to be able to vote during the annual general meeting, you must be logged in to the technical solution when the chairperson of the meeting lists the attending shareholders. Login opens one hour before the start of the meeting. Logins after meeting has started will receive access, but with no voting rights.
Shareholders who have voted in advance or given a power of attorney may participate digitally in the annual general meeting but will not have the opportunity to vote on the matters.
Digital participation takes place at https://dnb.lumiconnect.com/. Click on the link or copy the link address to your browser to attend the annual general meeting. TOMRA Systems ASA meeting ID will be 100-452-843-736.
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 annual general meeting.
Further information and guidance on digital participation is available at: https://www.tomra.com/investor-relations/annual-general-meeting.
Shares held in custodian accounts
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 is responsible for conveying votes, proxies or enrollment. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act register this with the company no later than two working days before the annual general meeting – 21 April 2026.
In accordance with the company's articles of association article 6, the following documentation is available at the company's website https://www.tomra.com/investor-relations/annual-general-meeting:
- This notice and attached form for proxy
- The Board of Directors' proposal for the annual accounts and the annual report for 2025, which includes the corporate governance statement, and the auditor's report
- The Board of Directors' Report on remuneration of senior executives
- The nomination committee's proposal
- The company's articles of association with proposed amendments
Shareholders who wish to receive the aforementioned documentation by regular mail, may contact the company at telephone number +47 66 79 91 00 or [email protected].
27 March 2026
TOMRA Systems ASA
The Board of Directors
Copyright © TOMRA Systems ASA 2026
OFFICE TRANSLATION
TOMRA
DETAILED ACCOUNTS ON AND PROPOSAL FOR RESOLUTIONS IN CERTAIN MATTERS ON THE ANNUAL GENERAL MEETING IN TOMRA SYSTEMS ASA 23 APRIL 2026
Matter 6: Approval of the annual accounts and the annual report for 2025 for the company and the Group. The Board of Directors proposes a dividend of NOK 2.15 per share for 2025
The annual report consisting of the annual accounts, director's report and auditor's report for 2025, is available on the company's website.
The Board of Directors proposes that the annual general meeting passes the following resolution:
«The annual report and annual accounts for 2025 are approved. An ordinary dividend of NOK 2.15 per share shall be distributed. Eligible for dividend for a share is the one being owner of the share by the end of 23 April 2026. The shares will be traded on Oslo Stock Exchange excluding dividend as from 24 April 2026.»
The dividend shall be paid from 19 May 2026.
Matter 7: Consideration of report on remuneration of senior executives
The report on remuneration of senior executives has been made available at TOMRA's website. 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 annual general meeting passes the following resolution:
«The annual general meeting endorse the report on remuneration of senior executives.»
Matter 9: Election of shareholder elected members of the Board of Directors
The nomination committee proposes that the annual general meeting passes the following resolution:
«The following persons are elected to the board from the annual general meeting in 2026 up to the next annual general meeting in 2027:
Chair: Johan Hjertonsson (re-elected)
Board member: Bodil Sonesson (re-elected)
Board member: Pierre Couderc (re-elected)
Board member: Erik Osmundsen (re-elected)
Board member: Kathleen Wantz-O'Rourke (new)»
Matter 10: Election of members of the nomination committee
The nomination committee proposes that the annual general meeting passes the following resolution:
«The following persons are elected to the nomination committee from the annual general meeting in 2026 up to the next annual general meeting in 2027:
Chair: Rune Selmar (re-elected)
Member: Tine Fossland (re-elected)
Member: Jacob Chris Lassen (re-elected)
Member: Christian Berg (new)»
Matter 11: Determination of remuneration for the Board of Directors
The nomination committee proposes that the annual general meeting passes the following resolution:
«The following remuneration structure and rates apply from the annual general meeting in 2026 up to the next annual general meeting in 2027:
Chair of the Board of Directors: NOK 1 560 000 (NOK 1 500 000 last term)
External board members: NOK 780 000 (NOK 750 000 last term)
Employee elected board members: NOK 351 000 (NOK 337 500 last term)
Chair of the audit and sustainability committee: NOK 192 500 (NOK 185 000 last term)
External board members: NOK 140 500 (NOK 135 000 last term)
Chair of the compensation committee: NOK 81 000 (NOK 78 000 last term)
External board members: NOK 50 000 (NOK 48 000 last term)
Chair of the Horizon committee: NOK 81 000 (NOK 78 000 last term)
External board members: NOK 50 000 (NOK 48 000 last term)»
Copyright © TOMRA Systems ASA 2026
OFFICE TRANSLATION
Copyright © TOMRA Systems ASA 2026
OFFICE TRANSLATION
4
Matter 12: Determination of remuneration for the nomination committee
The nomination committee proposes that the annual general meeting passes the following resolution:
«The following remuneration structure and rates apply from the annual general meeting in 2026 up to the next annual general meeting in 2027:
Chair of the nomination committee: NOK 130 500 (NOK 125 500 last term)
Committee members: NOK 87 250 (NOK 84 000 last term)»
Matter 13: Call for board member share ownership
The nomination committee proposes that the annual general meeting passes the following resolution:
«From the annual general meeting in 2026 up to the next annual general meeting in 2027, 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 equals two-year gross board fee. Guidelines for purchase and eventual sale of shares are established by management.»
Matter 14: Approval of remuneration for the auditor
The Board of Directors proposes that the annual general meeting passes the following resolution:
«The auditor's fee for financial audit and sustainability limited assurance invoiced for 2025, corresponded to our pre-approved agreement and has subsequently been paid.»
Matter 15: Power of attorney regarding acquisition and disposal of treasury shares
The current power of attorney, given to the Board at last year's annual general meeting, to acquire treasury shares up to a total par value of NOK 500 000, expires at the annual general meeting.
The Board of Directors suggests a renewal of this power of attorney to acquire and dispose up to 1 000 000 treasury shares. The Board of Directors requests that shares bought may be utilized for the Group's share purchase program for employees.
The Board of Directors proposes that the annual 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 50 or higher than NOK 500.
Treasury shares may only be disposed of in order to carry out the share purchase 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 16: Power of attorney to carry out directed share capital increases for acquisitions and mergers
The Board of Directors has in recent years been authorized to carry out share capital increases by private placements of newly issued shares and as compensation for acquisitions and mergers. The current power of attorney expires at this annual general meeting. The Board of Directors proposes granting a new power of attorney to enable the Board of Directors to carry out such actions in the future as well.
The Board of Directors proposes that the annual general meeting passes the following resolution:
«The Board of Directors is hereby authorized 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 utilized, the Board of Directors may amend section 4 of the articles of association accordingly.»
Matter 17: Articles of association change, article 2
The Board of Directors proposes that article 2 of the articles of association (the purpose clause) be amended so that the business description is updated and the Board of Directors has the flexibility to organize the company as needed. The articles of association with the proposed changes have been published on the company's website.
The Board of Directors proposes that the general meeting passes the following resolution:
«Article 2 of the articles of association is amended to read:
The company's goal is to create and supply sensor-based solutions for optimal resource productivity, making sustainability profitable within the business streams of reverse vending, recycling, and food, or business adjacent to these. The business may be conducted directly by the company or through wholly or partly owned subsidiaries, as well as in cooperation with other companies. The company may also engage in other business activities.»
TOMRA
REF. NO:
PIN CODE:
Notice of annual general meeting
The annual general meeting in TOMRA Systems ASA will be held on 23 April 2026 at 17:30 CEST as a digital meeting.
The shareholder is registered with the following amount of shares at summons:
, and vote for the number of shares owned per Record Date: 16 April 2026.
The annual general meeting is held as a digital meeting, where shareholders can attend digitally. There is no need for registration for digital participation. Shareholders log in and cast their votes electronically on a smartphone, computer 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/investor-relations/annual-general-meeting for technical description.
The deadline for registration of advance votes, proxies and instructions is 21 April 2026 at 16:00 CEST.
Advance votes
Advance votes may only be executed electronically, through the company's website https://www.tomra.com/investor-relations/annual-general-meeting (use the Ref. no and PIN code above) or through VPS Investor Services (where you are identified and do not need Ref. no and PIN code). Once logged in, choose Corporate Actions - General Meeting - ISIN. Investor Services can be accessed either through https://investor.vps.no/garm/auth/login or your account operator.
Digital participation
Shareholders are not requested to register attendance in advance, but please log in to https://dnb.lumiconnect.com/100-452-843-736 at the latest at the start of the meeting to be able to vote. Login opens one hour before the start of the meeting. You must identify yourself using the Ref. no and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent to you by post on this form. Shareholders can also obtain their Ref. no and PIN code by contacting DNB Carnegie Issuer Services on phone +47 23 26 80 20 (8:00 am to 3:00 pm CEST).
If you log in after the meeting has started, you will be granted access, but without the right to vote.
Proxy without voting instructions for annual general meeting in 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/investor-relations/annual-general-meeting or through VPS Investor Services. For granting proxy through the company's website, the Ref. no and PIN code on this form must be used. In VPS Investor Services choose Corporate Actions – General Meeting, click on ISIN. Investor Services can be accessed either through https://investor.vps.no/garm/auth/login or your account operator. Alternatively, you may send signed form by e-mail to [email protected], or by regular mail to DNB Carnegie Issuer Services, P.O. Box 1600 Sentrum, 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 of 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 must send an e-mail to [email protected] for login details)
proxy to attend and vote for my/our shares at the annual general meeting in TOMRA Systems ASA on 23 April 2026.
Place/Date
Shareholder's signature (only for granting proxy)
Copyright © TOMRA Systems ASA 2026
TOMRA
Proxy with voting instructions for annual general meeting in TOMRA Systems ASA.
Use this proxy form to give voting instructions to the Chair of the Board of Directors or the person authorized by him or her. (Alternatively, you may vote electronically in advance, see separate section above). For instruction to other than the 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 which cannot be registered electronically, must be sent to [email protected] (scanned form) or by regular mail to DNB Carnegie Issuer Services, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. The form must be received by DNB Carnegie Issuer Services, no later than 21 April 2026 at 16:00 CEST. 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 authorized by him or her) proxy to attend and vote for my/our shares at the annual general meeting in TOMRA Systems ASA on 23 April 2026.
The votes shall be exercised in accordance with 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 of Directors' 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 2026
| For | Against | Abstention | |
|---|---|---|---|
| 1. Opening of the annual general meeting by the chairperson of the Board of Directors, 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 annual 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 2025 for the company and the Group. The Board of Directors proposes a dividend of NOK 2.15 per share for 2025 | ☐ | ☐ | ☐ |
| 7. Consideration of report on remuneration of senior executives | ☐ | ☐ | ☐ |
| 8. Consideration of the Board of Directors' statement on corporate governance (no voting) | ☐ | ☐ | ☐ |
| 9. Election of the shareholder elected members of the Board of Directors | ☐ | ☐ | ☐ |
| 10. Election of members of the nomination committee | ☐ | ☐ | ☐ |
| 11. Determination of remuneration for the Board of Directors | ☐ | ☐ | ☐ |
| 12. Determination of remuneration for the nomination committee | ☐ | ☐ | ☐ |
| 13. Call for board member share ownership | ☐ | ☐ | ☐ |
| 14. Approval of remuneration for the auditor | ☐ | ☐ | ☐ |
| 15. Power of attorney regarding acquisition and disposal of treasury shares | ☐ | ☐ | ☐ |
| 16. Power of attorney to carry out directed share capital increases for acquisitions and mergers | ☐ | ☐ | ☐ |
| 17. Articles of association change, article 2 | ☐ | ☐ | ☐ |
Place/Date
Shareholder's signature (only for granting proxy with voting instructions)
Copyright © TOMRA Systems ASA 2026
TOMRA
The nomination committee’s proposal to the annual general meeting in TOMRA Systems ASA, 23 April 2026
The nomination committee in TOMRA Systems ASA (TOMRA) consists of the following members:
- Rune Selmar (chair)
- Jacob Chris Lassen
- Geert-Jan Hoppers
- Tine Fossland
To evaluate TOMRA’s Board of Directors (board) work and composition, the nomination committee has, since the annual general meeting in May 2025, held 11 meetings in addition to individual meetings with the CEO, the CFO and all members of the board. The nomination committee has received the board’s own evaluation and has sought input directly from TOMRA’s largest shareholders, as well as more broadly through TOMRA’s web pages.
The nomination committee’s decisions on proposed candidates to the board and nomination committee, and on remuneration rates have been unanimous.
Matter 9: Election of shareholder elected members of the board
The nomination committee has in preparing its proposal in particular considered the need for TOMRA’s board to be broadly composed and represent a diverse group with regards to relevant competence and experience, including fulfilling the gender requirement. The nomination committee has also considered the board’s composition in relation to TOMRA’s business and strategy, and assessed competence areas like international operations, relevant industries and value chains, sustainability, finance, and capital markets as well as having experience as a senior executive. The nomination committee’s evaluation is that the board is well functioning, all members are active contributors, and that important competence areas are overall well covered. The nomination committee has evaluated and discussed the workload with the board members to ensure they have sufficient time and capacity to exercise their duties, in combination with their professional career and other board memberships.
The nomination committee has evaluated the board members’ independence. Johan Hjertensson and Bodil Sonesson are not considered to be independent of TOMRA’s largest shareholder, whilst the other board members are considered to be independent of major shareholders, senior employees, and significant business connections. Some shareholders have raised concerns about the composition and size of the board, as well as the independence and potential overboarding of its members. A recurring topic has been overboarding of the board chair, Johan Hjertensson, who is the CEO of Investment AB Latour. As part of his role and responsibilities within Latour, it is expected that he holds several board positions in companies within Latour’s investment portfolio. Despite these positions, the nomination committee has concluded that Johan is not overboarded, as these roles are an integral part of his job, rather than additional responsibilities. Board member Erik Osmundsen also holds several board positions. Similar to Johan, Erik’s role within Verdane necessitates his involvement in several board positions of companies within Verdane’s investment portfolio. The nomination committee has concluded that Erik is not overboarded, as these positions are a natural part of his job. Furthermore, the other board members hold one or no additional board positions, and the nomination committee has concluded that they are not overboarded. The conclusion is based on an assessment of each individual board member, including employment, number of board positions, and feedback on their contribution.
The nomination committee follows the practice of proposing the electing of the board as a collegium, without the opportunity to vote for individual board members at the annual general meeting, as each member’s competence and background must be viewed together with the other members’ background and competence. Although some shareholders recommend to the nomination committee that board members should be elected individually, the nomination committee argues that the election of the board should be viewed as a collegium, as the committee strives to put together a balanced board which covers all competence areas required for the company.
The nomination committee has assessed the size of the board and proposes the same number of external board members to be appropriate also for the next term. The committee has evaluated the current composition of the board and proposes that Kathleen Wantz-O’Rourke, an experienced CFO, to be appointed as an external board member to replace Hege Skryseth. The addition of Kathleen is expected to further enhance the board’s financial expertise, while providing continued strategic oversight. The term for the newly appointed board members will be for one year, concluding at the annual general meeting in 2027.
The nomination committee proposes that the annual general meeting passes the following resolution:
«The following persons are elected to the board from the annual general meeting in 2026 up to the next annual general meeting in 2027:
Chair: Johan Hjertensson (re-elected)
Johan Hjertensson (Swedish) has been the part of TOMRA’s board since 2022. He holds 20,000 shares in TOMRA and represents the largest shareholder of TOMRA through Investment AB Latour.
Copyright © TOMRA Systems ASA 2026
Copyright © TOMRA Systems ASA 2026
Professional career:
Johan is President and CEO of Investment AB Latour. His previous experience has been CEO of AB Fagerhult, CEO of Lammhult Design Group AB, in addition to holding several management positions within the Electrolux Group.
Board positions:
Johan is chair of Alimak Group and ASSA ABLOY AB and board member of Sweco AB, all being part of Latour's investment portfolio. He is also a board member of Investment AB Latour as part of his role as CEO of Investment AB Latour.
Education:
Johan holds a master's degree in business and economics from the University of Lund.
Member: Bodil Sonesson (re-elected)
Bodil Sonesson (Swedish) has been part of TOMRA's board since 2013 and holds 5,502 shares in TOMRA.
Professional career:
Bodil is President and CEO of AB Fagerhult. Her previous experience includes several positions within Axis Communications, and Lars Weibull AB.
Board positions:
Bodil is board member of the Swedish Chamber of Commerce in Paris.
Education:
Bodil Sonesson holds a master's degree in international finance from the University of Lund and Konstanz University in Germany.
Member: Pierre Couderc (re-elected)
Pierre Couderc (French) has been part of TOMRA's board since 2014 and holds 6,688 shares in TOMRA.
Professional career:
Pierre is Managing Director of Trouw Nutrition Iberia. His previous experience includes CEO of Groupe Euralis, numerous management positions within the Danone Group, including Executive General Manager at Jose Cuervo, General Manager Asia Pacific, General Manager Danone Mexico, and General Manager Danone Argentina.
Board positions:
None.
Education:
Pierre holds a degree in engineering from Ecole Nationale Supérieure des Mines de Paris.
Member: Erik Osmundsen (re-elected)
Erik Osmundsen (Norwegian) has been part of TOMRA's board since 2024. He holds 14,000 shares in TOMRA.
Professional career:
Erik is Partner at Verdane. His previous experience includes CEO of Norsk Gjenvinning, Managing Partner of Creo Advisors, Investment Director of Kistefos and Senior Engagement Manager at McKinsey & Company.
Board positions:
Erik is chair of WWF Norway and board member of Scanbio Marine Group, NORNORM and Re-Match.
Education:
Erik holds a master's degree in business administration from Harvard Business School and master's degree in economics from BI Norwegian Business School.
Member: Kathleen Wantz-O'Rourke (new)
Kathleen Wantz-O'Rourke (French Australian) is proposed as a new member of the board of TOMRA. She holds 0 shares in TOMRA.
Professional career:
Kathleen is a professional international non-executive director. Her previous experience includes Group CFO of Suez Group, Group CFO of OpMobility (former Plastic Omnium), Group CFO and Legal Officer of Keolis Group, as well as various management positions within international companies such as Engie, Akka Technologies and Siemens.
Board positions:
Kathleen is a board member of Moret Industries.
Education:
Kathleen holds a postgraduate degree in high finance from the Institut de Haute Finance (IHFI) in Paris, and a degree in management sciences from Université Paris-Dauphine. She also completed the Advanced Management Program at Duke University.»
TOMRA
Matter 10: Election of members of the nomination committee
The term for the current nomination committee members runs for one year, until the annual general meeting in 2027. The nomination committee's evaluation is that the members are well functioning and that important competence areas are well covered. As part of its annual review, the nomination committee has received input from major shareholders, leading to adjustments in the committee's composition. These changes are intended to maintain the committee's high level of expertise and effectiveness for the upcoming period.
The nomination committee proposes that the annual general meeting passes the following resolution:
«The following persons are elected to the nomination committee from the annual general meeting in 2026 up to the next annual general meeting in 2027:
Chair: Rune Selmar (re-elected)
Rune Selmar (Norwegian) has been part of TOMRA's nomination committee since 2018. He holds 7,500 shares in TOMRA through Selco AS and will represent the largest shareholder of TOMRA through Investment AB Latour.
Professional career:
Rune is the CEO of Permian Fund Services AS. His previous experience includes CEO of Folketrygdfondet, CEO of Odin Forvaltning AS, in addition to management positions in Norfund and the Rasmussengruppen AS.
Board positions:
Rune is the chair of Pareto Asset Management and Selco AS, board member of Armadillo AS and member of the nomination committee of Borregaard ASA (retire April 2026).
Education:
Rune has a degree in business administration from NHH Norwegian School of Economics, in addition to being an authorized securities dealer from the Norwegian College of Banking and authorized financial analyst from NHH/the Norwegian Society of Financial Analysts (NFF).
Member: Tine Fossland (re-elected)
Tine Fossland (Norwegian) has been part of TOMRA's nomination committee since 2022. She holds 0 shares in TOMRA and represents one of the largest shareholders of TOMRA through Folketrygdfondet.
Professional career:
Tine is portfolio manager at Folketrygdfondet, where she among others, is following up on the investment in TOMRA. She has previously worked at EY and PwC.
Board positions:
Tine holds several nomination committee positions within Folketrygdfondet's portfolio.
Education:
Tine is an authorized financial analyst and holds a master's degree in finance from NHH Norwegian School of Economics and in sustainability from HEC Paris.
Member: Jacob Chris Lassen (re-elected)
Jacob Chris Lassen (Danish) has been part of TOMRA's nomination committee since 2024. He holds 2,921 shares in TOMRA and represents one of the largest shareholders in TOMRA through KIRKBI A/S.
Professional career:
Jacob is a Director at KIRKBI A/S, where he has spent over a decade in direct equity investments and active ownership, and currently leads transformation projects across the KIRKBI organization.
Board positions:
None.
Education:
Jacob holds a master's degree in economics and management (Cand.Oecon.) from Aarhus University, IMD Board Director Diploma from IMD's Global Board Center, as well as various executive programmes from INSEAD.
Member: Christian Berg (new)
Christian Berg (Norwegian) is proposed as a new member of TOMRA's nomination committee. He holds 0 shares in TOMRA.
Professional career:
Christian is Group CFO at Wilh. Wilhelmsen Holding ASA. His previous experience includes being a senior partner at HitecVision, CEO of Hafslund ASA, CFO at Hafslund ASA, Business Development at Hafslund ASA, Corporate Finance Advisor at Price Waterhouse, as well as CEO and CFO in Brothers AS.
Board positions:
Christian is chair of Nordic Corp Bank ASA and board member at Brothers AS, Lychegården AS and Sandwater AS.
Education:
Christian holds a master's degree from Norwegian School of Economics.»
Copyright © TOMRA Systems ASA 2026
Copyright © TOMRA Systems ASA 2026
Matter 11: Determination of remuneration for the Board of Directors
The nomination committee has benchmarked the remuneration against similar roles in the market using multiple reports on remuneration practices among Norwegian, Nordic, and European companies. The nomination committee argues the company's board to be remunerated in line with the average remuneration level from the benchmarking exercise. Last year, the board's compensation was adjusted to reflect the results of similar benchmark process, ensuring that remuneration remained competitive and consistent with prevailing market standards. For the upcoming period, the nomination committee proposes an average remuneration increase of four percent for the board and committee work, aligning with current inflation rates to maintain the company's ability to attract and retain qualified board members. The remuneration for employee elected board members is assumed to cover board responsibilities and time for preparation, and time spent in board meetings is assumed to be covered by the employees' normal wages.
The nomination committee proposes that the annual general meeting passes the following resolution:
«The following remuneration structure and rates apply from the annual general meeting in 2026 up to the next annual general meeting in 2027:
| Chair of the board: | NOK 1 560 000 (NOK 1 500 000 last term) |
|---|---|
| External board members: | NOK 780 000 (NOK 750 000 last term) |
| Employee elected board members: | NOK 351 000 (NOK 337 500 last term) |
| Chair of the audit and sustainability committee: | NOK 192 500 (NOK 185 000 last term) |
| External board members: | NOK 140 500 (NOK 135 000 last term) |
| Chair of the compensation committee: | NOK 81 000 (NOK 78 000 last term) |
| External board members: | NOK 50 000 (NOK 48 000 last term) |
| Chair of the Horizon committee: | NOK 81 000 (NOK 78 000 last term) |
| External board members: | NOK 50 000 (NOK 48 000 last term)» |
Matter 12: Determination of remuneration for the nomination committee
The nomination committee proposes a remuneration increase for the nomination committee work in line with inflation.
The nomination committee proposes that the annual general meeting passes the following resolution:
«The following remuneration structure and rates apply from the annual general meeting in 2026 up to the next annual general meeting in 2027:
| Chair of the nomination committee: | NOK 130 500 (NOK 125 500 last term) |
|---|---|
| Committee members: | NOK 87 250 (NOK 84 000 last term)» |
Matter 13: Call for board member share ownership
To increase the board members shareholding, the nomination committee has established a system, where the shareholder elected board members commit themselves to invest at least 20% of their gross yearly board fee in TOMRA's shares, up until their holding equals at least two-years gross board fee. When the holding exceeds two years board fee, the members have been free to sell shares, as long as the total shareholding remains above two-year's gross board fee.
The committee is of the opinion that the system has worked according to its intentions and recommends that it is continued.
The nomination committee proposes that the annual general meeting passes the following resolution:
«From the annual general meeting in 2026 up to the next annual general meeting in 2027, 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 their shareholding equals two-year gross board fee. Guidelines for purchase and eventual sale of shares are established by management.»
Oslo, 27 March 2026
Rune Selmar
Chair TOMRA Nomination Committee
APPENDIX 1: DETAILED OVERVIEW OF BOARD OF DIRECTORS AND NOMINATION COMMITTEE MEMBERS FOR TOMRA
| Name | Board position | RoD member since | Competence | TOMRA shares | Role outside of TOMRA RoD | Other board memberships | Independence | Accounting expertise |
|---|---|---|---|---|---|---|---|---|
| Johan Hjertensson | Chair | 2022 | CEO of Latour since 2019, previous experience includes CEO of Fagerhult 2009-2018, CEO of Lammhults Design Group 2007-2009 and several management positions within The Electrolux Group from 1990-2007. | 20 000 | President and CEO of Latour | Alimak Group (Chair), Assa Abloy (Chair), Sweco (Member), Latour (Member) | No | Yes |
| Bodil Sonesson | Member | 2013 | CEO of Fagerhult, previous experience includes positions within Axis Communication since 1996, most recently VP Global Sales. | 5 502 | President and CEO of Fagerhult | The Swedish Chamber of Commerce in Paris | No | Yes |
| Pierre Couderc | Member | 2014 | MD of Trouw Nutrition Iberia, previous he was the CEO and Chair of the Executive Committee of Groupe Euralis from 2009-2020 and preceding this he held numerous management positions within Danone Group from 1987. | 6 688 | Managing Director at Trouw Nutrition Iberia | Yes | ||
| Erik Osmundsen | Member | 2024 | Partner at Verdane where he is co-heading the decarbonization strategy and Idun funds. Prior experience includes CEO of Norsk Gjenvinning, Managing Partner at Creo Advisors, Director at Kistefos and Senior Engagement Manager at McKinsey. | 14 000 | Partner at Verdane | WWF Norway (Chair), Scanbio Marine Group (Member), Nornorm (Member), Re-Match (Member) | Yes | Yes |
| Kathleen Wantz-O'Rourke | Member | 2026 | Professional international non-executive director. Previous experience includes Group CFO of Suez Group, Group CFO of OpMobility (former Plastic Omnium), Group CFO and Legal Officer of Keolis Group, as well as various management positions within international companies such as Engie, Akka Technologies and Siemens. | 0 | Professional international non-executive director | Moret Industries (Member) | Yes | Yes |
| Pauline Bergan | Employee member | 2023 | Acting Head of Strategy & Business Development at TOMRA Collection, prior role as Business Development Manager for Future Circular Solutions at TOMRA and consultant at Capgemini Invent. | 945 | Head of Strategy & Business Development at TOMRA | - | Yes | |
| Kjell Korneliussen | Employee member | 2023 | Mechatronics Engineer at TOMRA Production, previous he has held multiple positions at TOMRA since 2001 and prior to joining he was a process operator at Dyno Nobel from 1986. | 0 | Mechatronics Engineer at TOMRA | Yes | ||
| Edward Sandaker Palm | Employee member | 2024 | Production Support Engineer at TOMRA, joining as a consultant for the R&D department in 2015. Other experience includes employment as consultant mechanical engineer for the subsea and energy sector. | 765 | Production Support Engineer at TOMRA | Yes | ||
| Nomination Committee | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Rune Selmar | Chair | 2019 | CEO of Permian Fund Services, previous experience includes Managing Director of Folketrygdfondet and ODIN Forvaltning. | 7 500 | CEO of Permian Fund Services | - | No | Not relevant |
| Tine Fossland | Member | 2022 | Portfolio Manager at Folketrygdfondet, previous experience includes analyst at Folketrygdfondet and consultant at EY and PwC. | 0 | Portfolio Manager at Folketrygdfondet | No | Not relevant | |
| Jacob Chris Lassen | Member | 2024 | Director at KIRKBI, previous experience includes various positions at KIRKBI since 2014 and finance positions at Volue. | 2 921 | Director at KIRKBI | No | Not relevant | |
| Christian Berg | Member | 2026 | Group CFO at Wilh. Wilhelmsen Holding ASA. Previous experience includes being a senior partner at HitecVision, CEO of Hafslund ASA, CFO at Hafslund ASA, Business Development at Hafslund ASA, Corporate Finance Advisor at Price Waterhouse, as well as CEO and CFO in Brothers AS. | 0 | Group CFO at Wilh. Wilhelmsen Holding ASA | - | No | Not relevant |
Copyright © TOMRA Systems ASA 2026
GUIDE FOR DIGITAL PARTICIPATION - TOMRA SYSTEMS ASA 23 APRIL 2026
TOMRA Systems ASA will hold its annual general meeting on 23 April 2026 at 17:30 CET as a digital meeting, where you get the opportunity to participate digitally with your PC, smartphone or tablet.
We also point out that you can vote in advance or give a proxy before the meeting. Please see the notice for further details on how to register. If you vote in advance or give a proxy, you can still log in to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.
No registration is required for digital participation, but shareholders must be logged in before the general meeting starts. Logins after meeting has started will receive access, but with no voting rights.
Shareholders who do not find their reference number and PIN code for access, or have other technical questions are welcome to call DNB Carnegie Issuer Services on phone +47 23 26 80 20 (between 08:00-15:00).
ACCESS TO THE ONLINE GENERAL MEETING
To be able to participate online, you must go to the following website: https://dnb.lumiconnect.com/
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
enter Meeting ID: 100-452-843-736 and click Join Meeting
Alternatively put this direct link in your browser https://dnb.lumiconnect.com/100-452-843-736
You must then identify yourself with:
a) Ref. number from VPS for the annual general meeting
b) PIN code from VPS for the annual general meeting
Once you have logged in, you will be able to see your name, the number of votes you have, and you can choose the system language Norwegian or English.
Please note that you must have internet access during the entire meeting.
HOW TO FIND 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 annual 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.no.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://investor.vps.no/garm/auth/login 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 exercise their voting rights through their Custodian. Please contact your Custodian for further information.
HOW TO VOTE
VOTING
Matters to be voted on will be pushed to your screen when voting is due. If necessary, click on the VOTING option when available. Normally, all matters will be available for voting from the start of the meeting, and you may cast your votes on any item as quickly as you wish.
To vote, select FOR, AGAINST or ABSTAIN, and you will see a confirmation text with your choice.
You may also be given an option where you can vote collectively on all matters. If you use this option, you can still override the voting direction on individual matters if desired.
You can change or cancel your votes as many times as you like, until the meeting chair closes the voting on the individual matters. Your last choice will be valid.
Please note: Logged in shareholders who have pre-voted or given a proxy will not have voting available.
QUESTIONS / COMMENTS TO THE GENERAL MEETING
MESSAGING
Written questions or comments on the items on the agenda may be submitted by shareholders throughout the general meeting.
To view published questions from other shareholders, or if you wish to ask questions or comment on any of the items on the agenda, select MESSAGES.
All shareholders who submit questions or comments will be identified to other shareholders by name, but not by shareholding.
Questions submitted online will be moderated before they are published and will be sent to the meeting chair. Submitted questions will therefore not necessarily appear immediately. If you have technical questions or similar, you will be able to get a direct answer from the moderator which is only visible to you.