87 Cloudberry Annual report 2022 Corporate Governance As the Company is in a growth phase, the Board of Directors will generally propose that the General Meeting grants the Board of Directors an authorization to increase the share capital with up to 25% of the share capital. Such authorisations will be reserved for use in relation to financing of strategic growth opportunities and will only be valid until the earliest of (i) the next annual General Meeting or (ii) 30 June the next year. The Board of Directors currently holds no authorisation to purchase treasury shares. Deviations from Section 3 of the Corporate Governance Code: None 4. Equal treatment of shareholders Cloudberry has one share class and each share in the Company carries one vote at the Company’s general meeting. All shares carry equal rights, including the right to participate in general meetings. The Company’s shareholders have pre-emption rights in share offerings according to the Public Limited Liability Companies Act. Such pre-emption rights may however be set aside, either by the General Meeting or by the Board of Directors if the General Meeting has granted a Board authorisation which allows this. Any resolution proposed by the Board to set aside pre-emption rights will be objectively justifiable taking into consideration the common interests of the Company and its shareholders, and the basis for such deviation will be publicly disclosed through a stock exchange notice from the Company. Deviations from Section 4 of the Corporate Governance Code: None 5. Shares and negotiability The Company’s shares are listed on Oslo Stock Exchange and are freely transferable. The Company’s Articles of Association do not place any restrictions on owning, trading or voting for shares in the Company. Deviations from Section 5 of the Corporate Governance Code: None 6. General Meetings Notices convening the Company’s General Meetings are submitted and announced in accordance with applicable law and stock exchange regulations. Comprehensive documentation relating to the items on the agenda is prepared and made available on the Company’s website no later than 21 days prior to the General Meeting. Shareholders who wish to participate in the General Meeting must notify the Company within the deadline specified in the notice. The deadline is set as close to the date of the General Meeting as possible, but not earlier than 5 days before the date of the General Meeting. In accordance with new regulations in the Public Limited Liability Companies Act which enter into force from 1 July 2023, the Company will amend its Articles of Association so the deadline for notifying the Company cannot be earlier than 2 business days prior to the date of the General Meeting. In accordance with the rules of the Public Limited Liability Companies Act, Cloudberry will facilitate for electronic participation in General Meetings, unless the Board have a justifiable cause to resolve otherwise. In accordance with the Articles of Association, the Board of Directors may resolve that shareholder may cast their votes in writing prior to the company’s General Meetings. Such votes can also be cast by use of electronic communication. The permission to cast an advance vote requires the presence of an adequate method for authenticating the sender. The Board of Directors determines whether an adequate method is present prior to each General Meeting. The Board of Directors may adopt more detailed guidelines for advance voting. It will be stated in the notice of each General Meeting whether advance voting is permitted and which guidelines, if any, are resolved for such voting. Shareholders who are unable to attend general meetings may vote by proxy. A dual language proxy form covering each individual matter on the agenda is included in the notice convening the general meeting. The Company offers shareholder who are not able to attend the general meeting the possibility of issuing a proxy to the chairperson who will then represent and vote for the shareholder at the general meeting.
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