Nekkar : GM documents 2024 English

To the shareholders of Nekkar ASA

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Nekkar ASA will be held on

Thursday 30 May 2024 at 12:00 (0:00 p.m.)

in the offices of the company, Lumberveien 27, Kristiansand.

The following items are on the agenda:

Opening of the meeting by Chairman of the Board, Trym Skeie, and registration of shareholders present at the meeting.

1. Election of one person to chair the meeting and one person to take the minutes of the meeting Chairman of the Board, Trym Skeie, will be proposed as chairperson.
2. Approval of the proposal for agenda and meeting notice
3. Election of a person to co-sign the minutes with the chairperson
4. Approval of the company's Financial statements and Directors' Report for 2023, including allocation of annual results:
   The Annual report, which consists of the Financial statements of Nekkar ASA and the group for 2023, as well as the board of directors' report and the auditor's report, is available on the company's website (www.nekkar.com)The annual report also includes the Board's report on corporate governance in accordance with section 3-3 b of the Norwegian Accounting Act, which shall be presented to the general meeting for consideration in accordance with section 5-6 (4) of the Norwegian Public Companies Act ("NPCA").
   The Board of Directors propose that no dividend will be distributed for the financial year 2023.
   Proposal for resolution:
   "The Annual General Meeting approved the Directors Report and the Financial statements for 2023 for Nekkar ASA and the group.
   The Annual General Meeting approved that no dividend will be distributed for the financial year 2023."
5. Approval of the auditor's fees for 2023.
   I 2023 the Nekkar group has paid a total of NOK 1,858,000 (vs. NOK 1,477,000 in 2022) to KPMG as auditor in fees for services rendered. Of this Nekkar ASA has paid NOK 1,257,000 (NOK 1,073,000), of which NOK 1.254,000 (NOK 890,000) is related to audit and NOK 3,000 (NOK 183,000) is related to other services and other attestation services.
   Note 2 in the Financial statements for Nekkar ASA for 2023, gives an account of the fees paid out to the company's auditor for professional services, including auditing of the company's subsidiaries, as well as fees related to auditing of the company's consolidated accounts for 2023.
   Proposal for resolution:
   "The Annual General Meeting approves the auditor's fee of NOK 1,257,000."

1. Advisory vote on report on salaries and other remuneration to executive personnel
   The Remuneration report is included in the Annual Report, page 152, and is available on the company's website (www.nekkar.com). Pursuant to the NPCA, section 6-16b, an advisory vote shall be held regarding the Board of Directors' report, cf. section 5-6 (4) of the NPCA.
   Proposal for resolution:
   "The Annual General Meeting endorses the Remuneration report."
2. Proposal to authorize the Board of Directors to increase the company's share capital by

issuing shares.

The proposal is enclosed as Appendix 1A.

1. Proposal to authorize the Board of Directors to increase the company's share capital by issuing shares to employees and board members.
   The proposal is enclosed as Appendix 1B.
2. Proposal to give the Board of Directors authority to buy own shares. The proposal is enclosed as Appendix 1C.
3. Election of members to the Board of Directors and stipulation of remuneration to the Board of Directors - Nomination Committee's recommendations.
   The proposals are enclosed as Appendix 2.
4. Remuneration to the Nomination Committee
   The Board of Directors proposes the following resolution:
   Remuneration to the Nomination Committee shall be NOK 70,000 for the chair and NOK 41,800 for a member for the period from the annual general meeting of 2023 to the annual general meeting of 2024.

* * *

The company's Financial statements and Directors' Report for 2023, this Notice and the appendices are available on the company's website www.nekkar.com.The same applies to the Articles of Association and the procedures for the Nomination Committee.

The company's share capital consists of 107,427,112 shares, each with a nominal value of NOK 0.11. Each share has one vote.

A shareholder who is not present at the general meeting may (i) attend the general meeting by proxy, or (ii) vote prior to the general meeting by filling out and returning the enclosed voting slip. The deadline for prior voting is 28 May 2024 at 16:00h. Up until the deadline, votes already cast may be changed or withdrawn. If a shareholder chooses to attend the general meeting in person or by proxy, votes already cast prior to the general meeting will be considered withdrawn.

Proxies may be granted to the Chairman of the Board, Trym Skeie, or CEO, Ole Falk Hansen, or anyone else the shareholders may wish to grant a proxy to.

Shareholders may attend the Annual General Meeting either in person or by proxy. Shareholders who wish to meet by proxy must fill out and send in the enclosed proxy form. Proxies may be granted to the Chairman of the Board, Trym Skeie, or CEO Ole Falk Hansen, or anyone else the shareholders may wish to grant a proxy to.

Shareholders who wish to participate in the Annual General Meeting are requested to give notice to the company before 4:00 pm 28 May 2024 on email: [e-mail], or by sending the enclosed form (Appendix 3) by post to Nekkar ASA. Shareholders who wish to attend digitally is requested to give notice of this. Practical information related to digital attendance will be communicated to relevant shareholders in due course before the meeting.

From Nekkar ASA articles of associations:

• 9 Shareholders who wish to attend the general meeting shall notify the company in advance. Notification must be received by the company no later than two working days before the general meeting.

The board may decide that shareholders can vote in advance in matters to be dealt with at general meetings of the company. Such votes can also be cast by electronic communication. The board may stipulate more detailed guidelines for written advance votes."

• 10 The board of directors may resolve that shareholders may attend the general meeting by electronic means, including also that they may exercise their rights as shareholders electronically.

The board of directors has decided that shareholders at this general meeting may cast votes prior to the general meeting or participate by proxy, cf. Appendix 3.

Any shareholder has the right to submit alternative proposals to the Board of Directors' proposals for resolutions. Shareholders may further propose other matters for consideration by the Annual General Meeting, if the matter is submitted in writing to the company at the latest four weeks prior to the date of Annual General Meeting. Pursuant to the Norwegian Public Limited Companies Act, Section 5-14 (1), the Annual General Meeting may consider matters included in the Notice. Matters conveyed subsequent to the aforementioned date, will not normally be considered. The following matters may still be taken up for consideration, pursuant to the Norwegian Public Limited Companies Act, Section 5-14 (2); (i) matters that are statutory according to the law or the company's Articles of Association (ii) proposals regarding inquiry; and (iii) proposals for summoning a new General Meeting to resolve proposals submitted by the Annual General Meeting.

The shareholders are furthermore entitled to request information from members of the Board and general manager in accordance with further provisions of the Norwegian Public Companies Act, Section 5-15.

This Notice and its appendices and outline for resolutions, as well as information regarding the number of shares and votes in the company, are available on the company's website www.nekkar.com. Shareholders may contact the company per mail or e-mailfor being sent the relevant documents.

Kristiansand, 8 May 2024

Nekkar ASA

Board of Directors

To the shareholders of Nekkar ASA

APPENDICES TO

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Nekkar ASA will be held on

Thursday 30 May 2024 at 12:00 (0:00 p.m.)

in the offices of the company, Lumberveien 27, Kristiansand.

This document contains appendix 1-3to the Notice + voting slip for prior voting / voting

instructions

From Articles of Association §8

If documents relating to matters to be treated at the general meeting have been made available to the shareholders on the company's website, the company shall not be required to send such documents to the shareholders. However, if a shareholder so requires, such documents must be sent to such shareholder at no cost.

APPENDIX 1A

PROPOSAL TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE COMPANY'S SHARE CAPITAL BY ISSUING SHARES

The Board has an authorization for the Board of Directors to carry out an increase of share capital. This expires at the annual general meeting 30 May 2024.

The Board of Directors continues to consider it beneficial to have an opportunity to increase the company's share capital, in order to i.a. further develop the company and/or in order to be able to acquire other business activity or capital assets within the same or corresponding business sector as the company. In order to take advantage of good business opportunities, the Board of Directors proposes to be granted authority to issue new shares without giving notice of an extraordinary general meeting in each individual case. Since the authority is granted i.a. to acquire other business activity, the authority must further include the right to waiver the shareholders' pre-emptive right, cf. the Norwegian Public Limited Companies Act, cf. Section 10-4 cf. Section 10-5.

Proposal for resolution:

1. In accordance with the Norwegian Public Limited Companies Act, Section 10-4, the Board of Directors is granted authority to increase the company's share capital by up to
   NOK 2,363,396.46 , by a subscription of up to 21,485,422 shares, each at a nominal value of NOK 0.11.
2. The share capital may be increased by cash contribution or by other none­ monetary compensation, and the authorization comprises the right to bring upon the company specific obligations. For example, the share capital increase may be done in the form of an acquisition of other business activity or capital asset within the same or corresponding business sector as the company. The authorization comprises a resolution regarding merger according to Section 13-5, including merger with a subsidiary against settlement in parent company shares.
3. The share capital may be increased by one or more private placements. The authorization entails that the company's Board of Directors is granted authority to set the date, and to stipulate the subscription price for the new subscription. The existing shareholders' preemptive rights to subscribe shares may be deviated from in connection with the effectuation of this authorization.
4. The Board of Directors is granted authority to carry out necessary amendments to the Articles of Association in connection with the abovementioned share capital increases.
5. The authorization remains in effect until the next Annual General Meeting and latest on 30.06.2025.

APPENDIX 1B

PROPOSAL TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE COMPANY'S SHARE CAPITAL BY ISSUING SHARES TO EMPLOYEES AND BOARD MEMBERS

It follows from the Board of Directors' guidelines for adoption of remuneration and other benefits for leading persons in the company that the Board of Directors may issue shares and options. The company's share program has also been introduced for other employees.

The Board of Directors has an authorization to issue shares for this purpose. This authorization expires at the annual general meeting 30 May 2024. Thus, the Board of Directors proposes that the separate authorization for such purpose is renewed with one year.

Due to the authorization being proposed for this purpose, the authority must include the right to waive the shareholders' pre-emptiveright, cf. the Norwegian Public Limited Companies Act, cf. Section 10-4 cf. Section 10-5.

Proposal for resolution:

1. In accordance with the Norwegian Public Limited Companies Act, Section 10-4, the Board of Directors is granted authority to increase the company's share capital by up to
   NOK 310,206.38, by a subscription of up to 2,820,058 shares, each at a nominal value of NOK 0.11.
2. The capital shall be increased by cash contribution, and accordingly does not include capital increase in the event of a merger.
3. The share capital may be increased through one or more resolutions regarding the issue of shares to employees and/or board members. The authorization entails that the company's Board of Directors is given authority to determine in more detail the conditions for the subscription of shares, including to set the subscription date and subscription price of the shares, and to determine which persons may subscribe for shares in the company. The existing shareholders' preemptive rights to subscribe shares may be deviated from in connection with the effectuation of this authorization.
4. The Board of Directors is granted authority to carry out necessary amendments to the

Articles of Association in connection with any share issue.

e) The authorization remains in effect until the next Annual General Meeting and latest on 30.06.2025.

APPENDIX 1C

PROPOSAL TO GIVE THE BOARD OF DIRECTORS THE AUTHORITY TO BUY OWN SHARES

The Board of Directors proposes that the Annual General Meeting adopts a resolution granting the Board of Directors authority to buy own shares for deletion, to use them in connection with share programs for employees and board members, or for other corporate purposes.

Proposal for resolution:

1. The board of directors are given the authority to buy own shares at Oslo Stock Exchange of up to 10% of the face‐ value of‐ the share capital of the Company, cf. the Norwegian Public Limited Act §§ 9 2 and 9 3.
2. The Board decides methods of acquisition and disposal
3. The lowest and the highest share price for the shares are NOK 1 and NOK 25.
4. This authority will remain in effect to the next Annual General Meeting and latest on 30.06.2025.

Appendix 2

The Nomination Committee's recommendation

Election of board members

The Nomination Committee in Nekkar ASA has had the following composition:

Anne Grete Ellingsen, chair

Ditlef de Vibe, member

Current instructions for the selection committee are available on the company's website www.nekkar.com.

The members of the Nomination Committee consider themselves independent in relation to the company's board and management, none of its members are represented in the company's governing bodies.

The committee has been furnished with the completed Board evaluation for 2024 and has also held meetings with the chairman of the board, board members and majority shareholders.

In connection with the ordinary general meeting of Nekkar ASA, 30 May 2024, the Nomination Committee makes the following unanimous recommendation:

1. Election of board members

According to the company's articles of association, the board shall consist of 3-5 members.

The Nomination Committee has assessed the company's board with regard to composition and competence, conversations with the board's members and the board's self-evaluation that was carried out in Q1 2024.

Based on this, the Nominating Committee proposes to continue ensuring good continuity in the board composition, in addition to strengthening the board's expertise in digital solutions and how they can be used to develop new market-oriented services and increased value creation for the company.

The Nominating Committee recommends that the CEO of Skeie Teknologi AS, Håkon André Berg, be elected as the new chairman of the board, replacing Trym Skeie who is stepping down from the board. The rationale for this is that the chairman's position is up for election in 2024, and the majority shareholder, Skeiegruppen AS, wants Håkon André Berg to stand as a candidate for the chairman position, provided that the general meeting approves it. Berg's CV is attached.

A larger group of shareholders, representing 11.28% of the shares, whereas Tigerstaden AS is the largest with 4,66 %, supports Fabian Qvist as a new board member. Qvist has broad and highly relevant experience from the finance industry both nationally and internationally and can contribute with good expertise in finance and the stock market to the board. His CV is attached.

The company is engaged in technology development closely linked to digitization and the development of new services and business models. There has been a desire from both the management of the company, the board, and shareholders to strengthen the board's business expertise related to building and commercializing digital solutions. Bjørn Erik Dahle is therefore recommended as a new board member. He has very relevant experience and expertise in the digital areas that the company operates in. His CV is attached.

The Nominating Committee recommends that the general meeting make the following decision regarding the board composition at the ordinary General Meeting on May 30, 2024:

Name:	Election period	Position
Håkon André Berg (Chairman of the Board)	2024	- 2026	New - promotion from board member
Marit Solberg (Deputy Chair)	2023	- 2025	Not up for election
Trine Ulla	2023	- 2025	Not up for election
Fabian Qvist	2024-2026	New
Bjørn Erik Dahle	2024	- 2026	New

CV's for Håkon André Berg, Fabian Qvist and Bjørn Erik Dahle are attached.

Proposed resolution:

The general meeting approves to elect Håkon André Berg as the board's chairman for 2 years. The general meeting gives its approval to elect Fabian Qvist as board member for 2 years. The general meeting agrees to elect Bjørn Erik Dahle as board member for 2 years.

Proposal for fees for board members

The nominating committee proposed in 2023 to increase the fees by 10% with the rationale that the fees had not been adjusted continuously. This proposal was approved by the General Meeting in 2023. To ensure that board fees keep pace with wage and price developments, the Nominating Committee proposes that board fees be annually adjusted by the same percentage as the consumer price index. From February 2023 to February 2024, the consumer price index increased by 4.5%. Therefore, the Nominating Committee proposes that board fees be increased by 4.5%.

The Nomination Committee proposes the following fees for the board members:

Chairman of the board (1)	NOK 574,750
Board members, elected by shareholders (4)	NOK 362,100

The chairman of the board's remuneration is higher than for other members due to the additional burden this position entails. The board also acts as the company's audit committee and remuneration for work in that connection is included in the proposed compensation.

Proposed fees apply from the ordinary general meeting in 2024 (30.05.24) to the ordinary general meeting in 2025.

Distribution of proposed board fees per person will be if the nomination committee's proposal is followed:

Name	Compensation
Håkon André Berg	NOK 574,750
Marit Solberg	NOK 362,100
Fabian Qvist	NOK 362,100
Trine Ulla	NOK 362,100
Bjørn Erik Dahle	NOK 362,100

Proposed resolution:

The general meeting approved the following board fees per person as follows:

Name	Compensation
Håkon André Berg	NOK 574,750
Marit Solberg	NOK 362,100
Fabian Qvist	NOK 362,100
Trine Ulla	NOK 362,100
Bjørn Erik Dahle	NOK 362,100

APPENDIX 3

NOTICE OF ATTENDANCE AT THE GENERAL MEETING OF NEKKAR ASA

The board request that those who wish to participate at the general meeting kindly confirm by email to [e-mail], within 16:00 hrs Thuesday 28 May 2024.

Attendance/attendance slip

At Nekkar ASA's general meeting on 30 May 2024:

Owner:

(Name in block letters)

casts the following number of votes:

1.	As owner of		shares
2.	By proxy for owners of		shares

Place

Date

Signature

Name in block letters