THE NOMINATION COMMITTEE’S PROPOSAL TO THE ANNUAL GENERAL MEETING IN ENSURGE MICROPOWER ASA (THE “COMPANY”) ON 15 MAY 2025
Presentation of the work of the Nomination Committee
The Nomination Committee was elected at the Annual General Meeting (“AGM”) on 14 May 2024 to be comprised of Robert N. Keith (Chair), Rune Sundvall and Christian Schlytter-Henrichsen.
While the Nomination Committee was in the process of finalizing its proposal to the 2025 Annual General Meeting, two of the committee members, Rune Sundvall and Christian Schlytter-Henrichsen, resigned from the committee with immediate effect (although Rune Sundvall had provided an earlier notice of an intended resignation, which since was changed to a resignation with immediate effect). This unfortunately leaves the Nomination Committee with only one member, the Chair Robert N. Keith, which is less than the minimum required by the Company’s Articles of Association. Considering these extraordinary circumstances, the Chair and only remaining member of the Nomination Committee will present this proposal on the agenda items described herein but requests the board of directors of the Company to comment such proposals on or before the 2025 Annual General Meeting. Mr Keith emphasizes that the proposal both during the preparation and today has been discussed with larger shareholders.
The Chair of the Nomination Committee has been in contact with the Company’s management, the Chair of the Board, Board members and some of the largest shareholders in the Company. Information obtained from these contacts hasformed the basis for a specification of the desired profile of the Board members.
Being registered in Norway, the composition of the board must comply with Norwegian legislation regarding gender andnationality/residence of the Board members. Presently all three members have Norwegian nationality and residence. Oneout of three board members is female, and all three board members reside and are citizens in the EU/EEA.
Agenda Item 10 in Notice of the Annual General Meeting; Board election
The current Board consists of Terje Rogne (Chair), Morten Opstad and Nina Riibe. The current Board members are presented in the 2024 annual report.
Terje Rogne and Morten Opstad were elected for a two-year term at the 2023 Annual General Meeting. Nina Riibe was elected for a two-year term at the Extraordinary General Meeting on 11 July 2023.
All of the Board members are up for election at this Annual General Meeting.
The Board members are also willing to continue for a new two-year term of their elected period, but the Nomination Committee needs to evaluate and assess whether there are reasons for proposing changes to the board or add additional Board members.
The Chair of the Nomination Committee proposes, in light of the above, the following resolution to be approved by the Annual General Meeting:
Terje Rogne, Chair of the Board, and Morten Opstad and Nina Riibe are re-elected as board members for a new two-year term.
Further to the foregoing, the proposal is therefore that the Board, following the Annual General Meeting, will consist of Terje Rogne (Chair), Morten Opstad and Nina Riibe.
Agenda Item 11 in Notice of the Annual General Meeting; Board remuneration
10.1 Remuneration to the members of the Board for the period 2024-2025
The remuneration to the members of the Board for the period from the Annual General Meeting in 2024 to the Annual General Meeting in 2025 was approved at the 2024 Annual General Meeting on 14 May 2024.
The annual remuneration of each Board member was proposed to be similar to the remuneration approved for the Chair of the Company, being NOK 300,000, payable quarterly in arrears.
Chair of the Board, Terje Rogne, was also granted subscription rights at the Annual General Meeting in 2023.
The Chair of the Nomination Committee proposes to apply the same level of cash remuneration for the period from the 2025 Annual General Meeting until the 2026 Annual General Meeting
The Chair of the Nomination Committee therefore proposes the following resolution to be approved by the AnnualGeneral Meeting in respect of remuneration to the members of the Board for the period from the 2025 Annual General Meeting until the 2026 Annual General Meeting:
Chair of the Board, Terje Rogne, and Board members Morten Opstad and Nina Riibe shall each receive a cash remuneration of NOK 300,000 as a fixed annual fee paid quarterly in arrears with first payment due 31 August 2025 for service on the Board from the date of the 2025 Annual General Meeting until the date of the 2026 Annual General Meeting. However, taking into account that the last tranche for the 2024 remuneration will be paid end of May 2025.
Grants of incentive subscription rights to Board members
In order to incentivize the Board members, the Nomination Committee has previously proposed grants of incentive subscription rights under the Company’s subscription rights program. The program proposed to Mr Terje Rogne at the Annual General Meeting on 24 May 2023 and Mr Morten Opstad at the Extraordinary General Meeting on 11 July 2023, has now been fully vested on 24 May 2025. The subscription rights proposed to Ms Nina Riibe will be fully vested on 24 May 2026. The Nomination Committee proposes new Subscription rights for those where the program is fully vested, namely Mr Terje Rogne and Mr Morten Opstad, while Ms Nina Riibe will be proposed to receive at the next Annual General Meeting. The proposal is a number of 16.000.000 subscription rights to Terje Rogne and 5.000.000 subscription rights to Morten Opstad.
The vesting schedule is proposed to be amended to a similar system as for executive employees in the Company, namely 10% after one year following the grant, 20% after two years and 70% after three years.
The Chair of the Nomination Committee considers such grants of incentive subscription rights appropriate, and, on this background, proposes that the Annual General Meeting issues subscription rights in accordance with this proposal.
The Chair of the Nomination Committee proposes the following resolution to be approved by the Annual General Meeting:
The Annual General Meeting resolves to issue 16.000.000 independent subscription rights to Terje Rogne and 5.000.000 to Morten Opstad.
Each subscription right shall entitle the holder to demand the issuance of one share in the Company; provided, however, that in the event the Company’s share capital or number of shares is changed by way of a capitalization issue, share split, reverse share split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure that constitutes an equity restructuring transaction etc., the number of subscription rights (see the first paragraph of this resolution) that are issued under this resolution, and the consideration for the shares to be issued in the Company upon exercise of the subscription rights, shall be adjusted accordingly and rounded downwards to the nearest whole number.
For the avoidance of doubt, the subscription rights issued to Terje Rogne and Morten Opstad shall not be taken into consideration when considering the maximum number of subscription rights that may be issued under the 2025 Subscription Rights Incentive Plan, as approved by the 2025 Annual General Meeting.
The subscription rights shall be subscribed for by Terje Rogne and Morten Opstad no later than 31 July 2025. The Nomination Committee shall consider the status of the subscription rights plan for the Board at the 2026 Annual General Meeting.
The subscription rights will be granted for no consideration.
The subscription rights shall be non-assignable otherwise than by will or by the laws of descent and distribution.
The vesting schedule for the subscription rights shall be as follows: 10% of the subscription rights shall vest and become exercisable after 12 months from the date of grant, 20% of the subscription rights shall vest and become exercisable after 24 months from the date of grant, while the remaining 70% of the subscription rights shall vest and become exercisable 36 months following the date of grant.
If any of the subscription rights holders, for any reason, ceases to be a Board member of the Company, the subscription rights shall terminate immediately upon the leaving date to the extent not yet vested pursuant to the preceding paragraphs. In such circumstances, all vested subscription rights shall remain vested and exercisable. The vested subscription rights may be exercised no later than the 5-year anniversary of the 2025 Annual General Meeting, irrespective of the subscription rights holder having ceased to be a Board member.
Except as otherwise expressly determined by the shareholders of the Company, in the event of a Change of Control, subscription rights shall accelerate and immediately become 100% vested as of the date of the consummation of the Change of Control. For the purpose of this paragraph, “Change of Control” shall mean the occurrence of any of the following events: (i) Any acquisition, sale or disposition of shares or assets of the Company or merger or other form of consolidation resulting in a change of ownership of all or substantially all of the Company 's assets, (ii) any legal person becoming the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company 's then-outstanding securities; or (iii) the complete liquidation of the Company (pursuant to a plan approved by the shareholders of the Company).
In connection with the issuance of subscription rights and the exercise of any of the subscription rights and the resulting share capital increase in the Company, the existing shareholders waive their preferential right to subscribe for subscription rights or shares, as the case may be, according to the Public Limited Companies Act (“PLCA”).
As consideration for the shares to be issued in the Company upon exercise of the subscription rights hereunder, the subscription rights holders shall pay to the Company a sum per share similar to the closing price of the Company’s share, as reported by Oslo Børs, on the trading day immediately preceding the date of grant of the subscription rights.
Any shares that are issued by the Company under the subscription rights program for the Board shall carry right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Company Registry. All other shareholder rights associated with these shares, hereunder those referenced in Section 11-12 (2) no.9 of the PLCA, shall attach from the date of issuance of the said shares.
Agenda Item 12 in Notice of the Annual General Meeting; Remuneration to the Nomination Committee
The Chair of the Nomination Committee proposes the following resolution to be approved by the Annual General Meeting:
Given the resignations by two members from the Nomination Committee without awaiting election of replacements at the 2025 Annual General Meeting, the Chair of the Nomination Committee proposes that no remuneration is paid to such members for services from the 2024 Annual General Meeting until their resignations. Consistent with past practice, Robert N. Keith waives his right to a remuneration fee.
Agenda Item 13 in Notice of the Annual General Meeting; Nomination Committee election
The Chair of the Nomination Committee Robert N. Keith has expressed a willingness to continue as Chair of the Committee. After further consultation with the larger shareholders of the Company, it is proposed that Mr Andreas Ellingsen and Mr Fredrik Munck, both existing shareholders of the Company, are elected new members of the Nomination Committee. Hence, the Chair of the Nomination Committee proposes that:
Chair of the Nomination Committee Robert N. Keith is re-elected for a new one-year term. Andreas Ellingsen and Fredrik Munck are elected new members of the Nomination Committee for a term of one year.
12 May 2025
The Chair of the Nomination Committee of Ensurge Micropower ASA
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