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Zelluna ASA Proxy Solicitation & Information Statement 2026

Mar 26, 2026

3779_rns_2026-03-26_3dbc0106-29c1-4684-ab69-3ad48c4b62fe.pdf

Proxy Solicitation & Information Statement

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To the shareholders of Zelluna ASA

Recommendations by the Nomination Committee to the Annual General Meeting on 23 April 2026:

The proposal below has been unanimously resolved by the Nomination Committee.

Remuneration of the Board of Directors:

The Nomination Committee proposes to keep the rates unchanged from the Annual General Meeting in 2025:

For the period up until the Annual General Meeting in 2027, the Nomination Committee proposes that the Chairman of the Board shall receive NOK 650,000 and the Members of the Board shall receive NOK 450,000.

The Nomination Committee also proposes that two board members, Bent Jakobsen and Eva-Lotta Allan shall each receive NOK 50,000 as compensation for travel.

Further, the Nomination Committee proposes that two board members, Bent Jakobsen and Eva-Lotta Allan shall each receive 6,000 share options in the company with the same terms as for the employee share options expected to be allocated shortly after the Annual General Meeting on 23 April 2026, with the exception that the share options allocated to the two board members shall all vest one year after allocation.

Remuneration of members of Board Committees:

The Nomination Committee proposes that the remuneration for the Board Committees shall be as follows:

  • Audit Committee: NOK 75,000 for the chair and NOK 50,000 for a member.
  • Remuneration Committee: NOK 75,000 for the chair and NOK 50,000 for a member.
  • R&D Committee: NOK 100,000 for each of the two co-chairs.
  • Corporate Development Committee: NOK 100,000 for each of the two co-chairs

This is the same as the previous year, except for the Corporate Development Committee which is a new committee.

All cash compensation shall be paid in quarterly instalments.


Remuneration of the Nomination Committee:

The Nomination Committee proposes that the remuneration for the Nomination Committee shall be NOK 40,000 for the Chairman and NOK 20,000 for the member.

Oslo, 23 March 2026

On behalf of the Nomination Committee

Jónas Einarsson (chair)

Hans Peter Bøhn