Bera hf

Item 3.00: Election of Directors
Folketrygdfondet abstained from voting on this proposal due to insufficient disclosure regarding the director nominees. The information provided to shareholders was limited and disclosed too late to allow for a sufficiently informed assessment of the candidates’ qualifications, independence, and suitability for board service. In the absence of adequate disclosure, we did not have a sufficient basis to support or oppose the elections.

Item 7.00: Remuneration Policy

Folketrygdfondet voted against the remuneration policy due to concerns regarding weak governance standards and insufficient alignment between pay and performance. The policy does not disclose clear performance metrics, lacks meaningful payout limits and clawback provisions, and provides insufficient transparency regarding key remuneration elements such as pension and severance arrangements. We believe the framework grants excessive discretion and does not adequately support long-term shareholder value creation.

Item 9.00: Share Option Plan

Folketrygdfondet voted against the share option plan due to concerns regarding its structure and disclosure. The plan does not include sufficiently robust performance conditions, the vesting period is considered too short to ensure long-term alignment, and disclosure around the operation and governance of the plan is limited. While the dilution level is relatively modest, we believe the structure risks rewarding management without sufficiently linking compensation to sustained long-term performance.