Core Points - The Nomination Committee was elected at the AGM on 14 May 2024, consisting of Robert N. Keith (Chair), Rune Sundvall, and Christian Schlytter-Henrichsen [1] - Two members of the Nomination Committee resigned, leaving only Robert N. Keith, which is below the minimum required by the Company's Articles of Association [2] - The Chair has been in contact with the Company's management and major shareholders to define the desired profile of Board members [3] Board Composition - The current Board consists of Terje Rogne (Chair), Morten Opstad, and Nina Riibe, all of whom are up for re-election at the upcoming AGM [5][6] - The current Board members are willing to continue for a new two-year term, and the Nomination Committee proposes their re-election [6][7] Board Remuneration - The remuneration for Board members for the period from the 2025 AGM to the 2026 AGM is proposed to be NOK 300,000 per member, payable quarterly [10] - The same level of cash remuneration is proposed for the next term, with the first payment due on 31 August 2025 [10] Subscription Rights - The Nomination Committee proposes grants of incentive subscription rights to Terje Rogne (16,000,000 rights) and Morten Opstad (5,000,000 rights) [11][13] - The vesting schedule for these subscription rights is proposed to be 10% after one year, 20% after two years, and 70% after three years [12][17] Nomination Committee Remuneration - The Chair of the Nomination Committee proposes that no remuneration is paid to the resigned members for their services from the 2024 AGM until their resignations [23] - Robert N. Keith waives his right to a remuneration fee [23] Nomination Committee Election - Robert N. Keith is proposed to be re-elected as Chair of the Nomination Committee, with Andreas Ellingsen and Fredrik Munck as new members for a one-year term [24]
THE NOMINATION COMMITTEE’S PROPOSAL TO THE ANNUAL GENERAL MEETING IN ENSURGE MICROPOWER ASA (THE “COMPANY”) ON 15 MAY 2025