Kongsberg Gruppen : Minutes AGM Kongsberg Gruppen ASA 2024 with attachments

Page 1

The Annual General Meeting of Kongsberg Gruppen ASA

7 May 2024

This is an English office translation of the original Norwegian version of this document. In case of discrepancy between the Norwegian language original text and the English language translation, the Norwegian text shall prevail.

PROTOCOL FROM

THE 2024 ANNUAL GENERAL MEETING

OF KONGSBERG GRUPPEN ASA

At 10 a.m. on 7 May 2024, the Annual General Meeting of Kongsberg Gruppen ASA. The General Meeting was held digitally, without physical attendance for the shareholders. The General Meeting was broadcasted in its entirety live on webcast. Upon notice, all shareholders were notified of a link to the webcast, pin and reference number for log-in, as well as information on how the General Meeting should be held digitally, how to vote in advance and cast written and/or oral questions to the AGM. In addition, the Chairman of the meeting reviewed a lot of the technical aspects during the opening of the General Meeting. All shareholders who were logged in before the General Meeting was opened could vote on all items considered by the General Meeting, as well as submit questions/comments, or ask to speak. It was also by notice given the opportunity to vote in advance or by submitting a bounded proxy.

Pursuant to §5-12, first subsection of the Norwegian Public Limited Companies Act and Section 8 of the Company's Articles of Association, the General Meeting was called to order and chaired by Chair of the Board Eivind Reiten.

The Chairrequested Group Executive Vice President General Counsel Christian Karde to keep the minutes of the Annual General Meeting.

1. APPROVAL OF THE NOTIFICATION AND AGENDA

A total of 64 shareholders were present digitally, in addition to those who were represented by a proxy submitted in advance and those who had voted in advance, as stated in the appendices. Altogether, 141,729,651 shares, equivalent to approx. 80.57% of the total share capital, were represented. A list of the shareholders and proxies who attended the General Meeting is appended as Appendix 1and constitutes an integral part of these minutes. The result of the voting for each case is included as Appendix 2, as well as details for participating the AGM as Appendix 3.

The Chairreferred to the Notice of the General Meeting with attachments, dated 16 April 2024.

There were no objections to the Notice of the meeting nor the listing, and the General Meeting was declared legally convened.

In keeping with the Board of Director's proposal, the General Meetingadopted the following resolution:

"The Notice and the agenda are approved."

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The Annual General Meeting of Kongsberg Gruppen ASA

7 May 2024

2. ELECTION OF A CO-SIGNER FOR THE MINUTES

To sign the protocol together with the Chair of the General Meeting was proposed Torkel Storflor Halmø from the Ministry of Trade, Industry and Fisheries.

In keeping with the Board of Director's proposal, the General Meetingadopted the following resolution:

"Torkel Storflor Halmø is elected to co-sign the protocol."

3. CEO's BRIEFING

Chief Executive Officer Geir Håøyreviewed the biggest events in 2023 and gave a short briefing on trends so far in 2024.

1. PROCESSING OF THE REPORT ON CORPORATE GOVERNANCE
   Chair of the Board Eivind Reitengave a short verbal briefing of the Board's report on corporate governance and the General Meeting took this into account.
2. APPROVAL OF THE FINANCIAL STATEMENTS AND DIRECTORS' REPORT FOR THE PARENT COMPANY AND THE GROUP FOR FISCAL YEAR 2023
   The Chairreferred to the briefing given in the annual report and associated financial statements for 2023, which are made available on the Company's website.
   Chief Financial Officer Mette Toft Bjørgenreported on the income statement and balance sheet.
   Certified Public Accountant Anders Gøbel was present. Reference was made to the Auditor's Report included in the Annual Report. No comments were made to the Auditor's Report.
   In keeping with the Board of Director's proposal, the General Meetingadopted the following resolution:

"The financial statements for the parent company and the Group for fiscal year 2023 are approved. The Directors' Report is also approved. The Auditor's Report is taken into account."

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The Annual General Meeting of Kongsberg Gruppen ASA

7 May 2024

1. PAYMENT OF DIVIDENDS
   The Chairbriefly presented the Company's dividend policy and the Board's proposal for dividends.
   In keeping with the Board of Directors' proposal, the General Meetingadopted the following resolution:
   "The Board's proposal of a total dividend of NOK 14 per share for fiscal year 2023 is approved.
   The payments will take place in two transactions as described to the AGM: NOK 7 on 29 May 2024, and dividend beyond the company's ordinary dividend policy NOK 7 on 23 October 2024."
2. REMUNERATION TO MEMBERS OF THE BOARD, BOARD COMMITTEES, AND THE NOMINATING COMMITTEE
   The Nominating Committee representative Karl Mathisenpresented the work of the Nominating Committee and the unanimous recommendation.
   In keeping with the Nominating Committee's recommendation for compensation for the directors, including the Audit and Sustainability Committee and the Compensation Committee, as well as the Nominating Committee, applicable as from 7 May 2024 until the next Annual General Meeting, the General Meetingadopted the following resolution:

"The Board:

Chair of the Board: Deputy Chair: Member of the Board: Deputy member:

NOK 781 200 per year (up NOK 130 200) NOK 356 200 per year (up NOK 32 350) NOK 333 600 per year (up NOK 30 300) NOK 15 070 per meeting (up NOK 1 370)

Audit and Sustainability Committee:

Chair:	NOK 180 100 per year (up NOK 23 500)
Member:	NOK 134 500 per year (up NOK 17 550)
Compensation Committee:
Chair:	NOK 89 400 per year (up NOK 11 650)
Member:	NOK 60 200 per year (up NOK 7 850)
Nominating Committee
Chair:	NOK 9 320 per meeting (up NOK 470)
	maximum NOK 56 860 per year (up NOK 2 860 per year)
Member:	NOK 6 580 per meeting (up NOK 330)
	maximum NOK 45 490 per year (up NOK 2 290 per year."

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The Annual General Meeting of Kongsberg Gruppen ASA

7 May 2024

1. REMUNERATION TO THE AUDITOR
   In keeping with the Board of Directors' proposal for compensation to the Auditor, the General Meetingadopted the following resolution:
   "The remuneration for 2023 of NOK 2,016,000 to the company's Auditor for ordinary audit of the parent company is approved."
2. PROCESSING OF REPORT ON SALARIES AND OTHER REMUNERATION TO LEADING PERSONS
   The Chairman of the Boardbriefly presented the company's report on salary and other remuneration to leading persons of KONGSBERG. The report is published on the company's website.
   The General Meetingadopted the following resolution:
   "The General Meeting endorses the report on salaries and other remuneration to leading persons."
3. ELECTION OF MEMBERS OF THE NOMINATING COMMITTEE
   All members of the Nominating Committee are up for election.
   The Nominating Committee's representative Karl Mathisenpresented the Nomination Committee's work and recommendation for the election of members to the Nominating Committee. The nominating committee's recommendation is unanimous and is available in its entirety on the company's website.

In accordance with the Nominating Committee's recommendation, the General Meetingadopted the following resolution:

"The following nominees are to be elected as members of the Nominating Committee of Kongsberg Gruppen ASA:

"Vigdis Almestad (Chair), Erik Must, Torkel Storflor Halmø and Bjarte Espedal."

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The Annual General Meeting of Kongsberg Gruppen ASA

7 May 2024

11. AUTHORIZATION FOR THE ACQUISITION OF OWN SHARES - INCENTIVE PROGRAM ETC.

The General Meetingconsidered the Board's proposal for authorization to acquire own shares in connection with the incentive programme, etc.

In keeping with the Board of Director's reasoned proposal, the General Meetingadopted the following resolution:

"(a) Pursuant to §9-4 of the Norwegian Companies Act, the Board is authorized to acquire up to 7,000,000 treasury shares for a total maximum nominal value amount of NOK 8,750,000.

1. The authorization may be used several times.
2. The Board's acquisition of shares pursuant to this authorization can only take place between a minimum price of NOK 100 per share and a maximum price of NOK 1000 per share.
3. Shares acquired under the authorization can be used in relation to the share program for the Group's employees, to the incentive program (for leading persons), as full or partial payment upon acquisition of business, or disposed of.
4. The authorization shall apply until the next Annual General Meeting, but no later than 30 June 2025.
5. The acquisition of shares pursuant to this authorization shall take place in the market. The disposal of the shares acquired will take place on the Oslo Stock Exchange, unless the shares are used in conjunction with employee share programs, as part of the Management's fixed-wage, or as full or partial payment upon acquisition of Business."

12. CHANGE OF § 8 OF THE COMPANY'S ARTICLES OF ASSOCIATION - REGISTRATION FOR THE GENERAL MEETING

The General Meetingconsidered the Board's proposal to amend section 8 of the Company's Articles of Association regarding registration for general meeting as described in the notice.

In keeping with the Board of Directors proposal, the General Meetingadopted the following resolution:

"Section 8, second paragraph, of the Articles of Association, that currently reads;

«The convening letter shall state that shareholders who would like to participate in the General Meeting are to sign up by a deadline specified in the convening letter. The deadline shall expire no more than two days prior to the General Meeting.»

to be repealedas shown in the provided Articles of Association."

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The Annual General Meeting of Kongsberg Gruppen ASA

7 May 2024

13. PROPOSAL FROM SHAREHOLDER: EXPOSITION OF DEMERGER/SPLITTING OF KONGSBERG GRUPPEN ASA

Pursuant to Section 5-11 of the Public Limited Liability Companies Act, shareholder Håvard Noraberg had submitted a proposal for an exposition on demerger/splitting of Kongsberg Gruppen ASA as follows.

«The General Meeting requests the Board to investigate whether it would be advantageous for the company to demerger, e.g., by separating the business area Kongsberg Defence & Aerospace (KDA) as a separate listed public limited company (ASA). Exposition with a recommendation will be presented at the next Annual General Meeting.»

The reasons for the proposal was made available on the Company's website

However, the Board remarked in the Notice that the Board is committed at all times to promote the Company's operations and develop the Company's strategy. The Board works continuously on assessments of various value-creating initiatives. Assessments of whether the Company is organized in a way that best possible is suitable for creating shareholder value over time is a natural part of this work. It is therefore generally the Board's responsibility to assess and, if appropriate, investigate various strategic alternatives in accordance with the Company's Governing Principles.

The Board therefore encouraged shareholders to vote against the proposal.

The General Meetingconsidered the shareholder's proposal and the Board's recommendation to vote against the proposal, and adopted the following resolution:

"The shareholder's proposal to demand a report on demerger/splitting of Kongsberg Gruppen ASA, and that an exposition with a recommendation to be presented at the next Annual General Meeting, is not supported."

Oslo, 7 May 2024

(signature)		(signature)
Eivind Reiten		Torkel Storflor Halmø

Attachment 1: List of shareholders represented at the General Meeting, in person or by proxy.

Attachment 2: Results of the votes on each individual item on the agenda.

Attachment 3: Attendance details

Attachment 4: Addition to the Protocol - explanation of vote Item 9

Attendance Summary Report

KONGSBERG GRUPPEN ASA AGM

7 May 2024

Registered Attendees:	66
Total Votes Represented:	141,729,651
Total Accounts Represented:	1,675
Total Voting Capital:	175,909,133
% Total Voting Capital Represented:	80.57%
Total Capital:	175,921,849
% Total Capital Represented:	80.56%
Company Own Shares:	12,716
Sub Total:	66		0	141,729,651
Capacity	Registered Attendees	Registered Non-Voting Attendees		Registered Votes	Accounts
Shareholder (web)	64		0	88,125,094	64
Styrets leder med instruksjoner	1		0	4,691,422	37
Forhåndsstemmer	1		0	48,913,135	1,574

DNB BANK ASA

Avdeling Utsteder

Jostein Aspelien Engh

KONGSBERG GRUPPEN ASA GENERAL MEETING 7 MAY 2024

As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 7 May 2024, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-

					Issued voting shares: 175,909,133
	VOTES	%	VOTES	%	VOTES	VOTES	% ISSUED	NO VOTES IN
	FOR		MOT /		AVSTÅR /	TOTAL	VOTING	MEETING
			SHARES
			AGAINST		WITHHELD
					VOTED
1	141,689,197	100.00	0	0.00	7,225	141,696,422	80.55%	33,229
5	141,625,421	99.99	18,419	0.01	53,660	141,697,500	80.55%	32,151
6	141,693,608	100.00	171	0.00	2,169	141,695,948	80.55%	33,703
7	141,677,373	100.00	4,589	0.00	15,862	141,697,824	80.55%	31,827
8	140,062,724	98.86	1,617,558	1.14	16,105	141,696,387	80.55%	33,264
9	115,781,339	81.86	25,661,898	18.14	248,309	141,691,546	80.55%	38,105
10	141,429,060	99.82	248,689	0.18	7,655	141,685,404	80.54%	44,247
11	141,449,640	99.84	220,172	0.16	21,225	141,691,037	80.55%	38,614
12	141,682,147	100.00	6,494	0.00	10,426	141,699,067	80.55%	30,584
13	1,617,697	1.15	139,123,619	98.85	958,442	141,699,758	80.55%	29,893

DNB Bank ASA

Avdeling Utsteder

Jostein Aspelien Engh

Attendance Details

Page: 1

Date: 7 May 2024

Time:

Meeting:	KONGSBERG GRUPPEN ASA, AGM
	07 May 2024
	Attendees	Votes
Shareholder		64	88,125,094
Styrets leder med instruksjoner	1	4,691,422
Forhåndsstemmer		1	48,913,135
Total		66	141,729,651
Shareholder		64	88,125,094
			Votes	Representing / Accompanying
AARVIK, CATHRINE BJERKAN		160	AARVIK, CATHRINE BJERKAN
ANDERSEN, CHRISTIAN HØYEM		815	ANDERSEN, CHRISTIAN HØYEM
ÅNNESTAD, IDA			104	ÅNNESTAD, IDA
BERDAL, HENNING MEIER		105	BERDAL, HENNING MEIER
BLOKKUM, HANS PETTER		10,916	BLOKKUM, HANS PETTER
BUSTAD, EIVIND			50	BUSTAD, EIVIND
DALEN, HALVOR			44	DALEN, HALVOR
DARRE, KIM CHRISTIAN FRAGELL		628	DARRE, KIM CHRISTIAN FRAGELL
DEKKO, CATHRINE		798	DEKKO, CATHRINE
ELDØY, SVERRE KRISTOFFER LODE	148	ELDØY, SVERRE KRISTOFFER LODE
ENGE, LARS ANDRÉ		1,740	ENGE, LARS ANDRÉ
ENGH, MARIANNE ASTRID		20	ENGH, MARIANNE ASTRID
ENGMANN, JONAS BISETH		256	ENGMANN, JONAS BISETH
Finsen, Niels Thomas		640	Finsen, Niels Thomas
FLEISJE, EIRIK JOHANNES		1,320	FLEISJE, EIRIK JOHANNES
GOLDIN, VIGDIS IRENE		8	GOLDIN, VIGDIS IRENE
GRØTTUM, KARL JOHAN		2,037	GRØTTUM, KARL JOHAN
GUNDERSEN, ANDERS BAKKE		194	GUNDERSEN, ANDERS BAKKE
HANSEN, EIRIK SØREIDE		1,009	HANSEN, EIRIK SØREIDE
HANSEN, ODD GUNNAR		26,500	HANSEN, ODD GUNNAR
HASFJORD, STEFFEN		429	HASFJORD, STEFFEN
HAUGAN, TOR			210	HAUGAN, TOR
HAUGEN, KJELL GUNNAR		1,100	HAUGEN, KJELL GUNNAR
HELGESEN, MORTEN		430	HELGESEN, MORTEN
HODT, KJERSTI SOLUM		2,281	HODT, KJERSTI SOLUM
HOLTER, KRISTIAN		21	HOLTER, KRISTIAN
JOHANSEN, EVA SMEDSRUD		5,403	JOHANSEN, EVA SMEDSRUD
JOHNSEN, PER MORTEN		169	JOHNSEN, PER MORTEN
KARI LØVDOKKEN, INGRID OG HARALD	15,000	KARI LØVDOKKEN, INGRID OG HARALD L
L				KULSETH, JAN OTTO
KULSETH, JAN OTTO		31
LARSEN, HUGO			1,650	LARSEN, HUGO
LEVORSEN, RANDI		2,001	LEVORSEN, RANDI
LUND, BERIT FLOOR		3,224	LUND, BERIT FLOOR
LUND, TRYM EDDIE		174	LUND, TRYM EDDIE
MOEN, TREVOR			200	MOEN, TREVOR
MOHOLTH, HILDE RASMUSSEN		1,876	MOHOLTH, HILDE RASMUSSEN
MYRENE, BJØRNAR		351	MYRENE, BJØRNAR
MYRVOLD, ØYSTEIN		105	MYRVOLD, ØYSTEIN
NÆRINGS- OG			87,968,126	NÆRINGS- OG FISKERIDEPARTEMENTET
FISKERIDEPARTEMENTET			NORABERG, OLAV HÅVARD
NORABERG, OLAV HÅVARD		16,001
NORDBY, DAVID			1	NORDBY, DAVID
NORHEIM, SINDRE		174	NORHEIM, SINDRE
NYBERG, PER IVAR		27	NYBERG, PER IVAR
OWREN, PÅL ANDERS WANGEN		1	OWREN, PÅL ANDERS WANGEN
PEDERSEN, TROND HELGE		4	PEDERSEN, TROND HELGE
RØD, KJERSTI			2,127	RØD, KJERSTI
SANDBERG, MARTIN MIKAEL		275	SANDBERG, MARTIN MIKAEL
SANDBU, ANDERS SEYERSTED		1,700	SANDBU, ANDERS SEYERSTED
SANDE, ANNE WILHELMINA EDDY		34	SANDE, ANNE WILHELMINA EDDY LARSEN
LARSEN				SANDSMARK, GEIR HELGE
SANDSMARK, GEIR HELGE		174
SCHAU, RUNE			5,025	SCHAU, RUNE
SJØWALL, PER MIKKEL KOLPUS		174	SJØWALL, PER MIKKEL KOLPUS
SOLBAKKEN, SVEIN		28,037	SOLBAKKEN, SVEIN
SOLSTAD, JAN MARTIN		130	SOLSTAD, JAN MARTIN
SØNDERLAND, JENS OLAV		1,147	SØNDERLAND, JENS OLAV
SPANGE, JØRGEN		1,100	SPANGE, JØRGEN
SUNDLAND, GEIR			180	SUNDLAND, GEIR
SYNNES, ELISABETH LERVÅG		69	SYNNES, ELISABETH LERVÅG
TAKHIROV, NAIMDJON		30	TAKHIROV, NAIMDJON
TANGEN, CARINA SHOBHADA		353	TANGEN, CARINA SHOBHADA
TORGERSEN, JAN		10,930	TORGERSEN, JAN
VEBERG, STEIN-ROAR PETTERSEN		6,837	VEBERG, STEIN-ROAR PETTERSEN

Attendance Details

Page: 2

Date: 7 May 2024

Time:

WAMMER, CHRISTIAN PARELIUS		135	WAMMER, CHRISTIAN PARELIUS
WULFSBERG, INGER LISE		156	WULFSBERG, INGER LISE
Styrets leder med instruksjoner	1	4,691,422
		Votes	Representing / Accompanying

Styrets leder med instruksjoner

5,108

174

160

150

139

125

113

110

104

101

55

30

19

1,692

15

11

10

1,453

8

7

5

4

4

1

1,017

863

800

4,450,000

12,000

9,589

451

8,000

188,619

305

280

5,100

4,800

4,691,422

KARDE, CHRISTIAN THRANING Roald, Reidar Jan

FELLESFORBUNDET AVD. 6

ANDERSEN, LARS MARTIN FASTING, FREDRIK WINTHER-LARSSEN, STEIN WILHELM YGGESETH, HILDE

TERNING, GEIR INGE

OTTERDAHL MØLLER, CARL CHRISTIAN LANDE, ANNE GRETHE

HOLMSEN, VIGGO ANDREAS

STENERSEN, MARIUS ANDRE KARLSEN, BJØRN ARVID CHRISTENSEN, BERNT OLAV OLSTAD, BJØRN MAHNERT, KARL-CHRISTIAN COSTACHE, LILIAN DANIEL BLANDHOEL, MARTIN DAUGELAITE, INA KRYSTAD, CARL HARALD

BARKVE, OLE KRISTIAN STEFFENSEN JERPSTAD, PETTER

NORDVIK, JANE ULVESTAD, YNGVE HAMMERVOLD, MARIT FISKERGÅRD, HANNE LENE MIKALSEN FRØNSDAL, JOHAN FREDRIK

MUST INVEST AS MORSUND, HELGE MAGNAR BARKOST, KRISTIN SØIA HAGASETH, KJETIL KILLIE, TOR

MUST, ERIK LAMØY, JAN TORE MEIBERN AS GUNDERSEN, TORE WESTRUM, THORBJØRN

Forhåndsstemmer	1	48,913,135
		Votes	Representing / Accompanying
ADVANCE VOTE		175	SURDAL, HELGE HOLLUND
		174	BJØRNØ, JON
		174	KAPOOR, ASHISH
		150	MOCK, ALEXANDER
		150	LEVERAAS, JONAS
		144	RØSTAD, KJELL
		123	STEIGEN, TORE
		3,400	SØRLIE, PER ARTHUR
		103	GIÆVER, RAYMOND
		100	LERUM, ATLE
		100	ERIKSEN, MARTIN TUR
		100	BUSVOLD, INGRID CECILIE
		97	REINHOLTSEN, EDIN AGNAR
		156	BROBERG, DANIEL
		87	NANDA, VARUN
		80	DKH INVEST AS
		75	SKEIE, OVE
		70	JOHNSEN, ELIN
		69	TOVEN, ARVE
		44	LINDSTAD, KRISTIAN
		62	VEFRING, TORBJØRN
		60	TOKAI AS
		57	WØLLESTAD, CHRISTOFFER ADRIAN
		61	RISTESUND, SINDRE
		2,500	PETORS AS
		50	KVAM, ANDERS
		44	ØVERLIER, TORMOD