Appear ASA

Item 6.01: Elect Terje Rogne

We voted against this nomination due to concerns regarding related-party transactions between the nominee and the company. The nominee’s company has received consultancy fees from the company, creating a potential conflict of interest. We are concerned that this arrangement may impair board independence and decision-making, as directors may be required to balance personal financial interests against shareholder interests. In addition, there is insufficient evidence that the terms of the arrangements are fully market-based or that an independent, competitive process has been applied. We therefore do not consider the nominee sufficiently independent.

Item 6.02: Elect Arne Græe

We voted against this nomination for similar reasons, as the nominee is also involved in related-party consultancy arrangements with the company. These arrangements raise concerns about conflicts of interest and board independence, particularly where directors may have financial ties to the company outside their board role. We are not satisfied that adequate safeguards are in place to ensure arm’s-length pricing, independent procurement of services, and the absence of director influence in the selection process. Accordingly, we do not consider the nominee to meet our standards for independence.

Item 12.00: Authority to Issue Shares w/ or w/o Preemptive Rights (Incentive Plans)

Folketrygdfondet opposes the general authority for issuance of shares as a matter of principle. The purpose of the authorisation is not tied to a specific purpose and the size of the authorization is excessive. Folketrygdfondet’s decision to vote against the Authority to Issue Shares w/o Preemptive Rights is based on the significant potential dilution effect the proposed rights issue may have.  On this basis, Folketrygdfondet voted against the authorization.