Corporate governance

In order to secure strong and sustainable corporate governance, it is important that BerGenBio (the “Company”) ensures good and healthy business practices, reliable financial reporting and an environment of compliance with legislation and regulations.

The Company has governance documents setting out principles for how business should be conducted. References to certain more specific policies are included in this corporate governance policy where relevant. The Company’s governance regime is approved by the board of directors in the Company.

The Company is incorporated and registered in Norway and is subject to Norwegian law. The Company’s shares are listed on Oslo Stock Exchange (Oslo Børs). As an issuer of shares, the Company must comply with rules applicable for companies with shares listed on Oslo Stock Exchange and rules applicable for public limited companies in general.

The Company’s subsidiary is incorporated and registrered in the UK and is subject to UK law and through its operations may also be subject to other relevant juristrictions.

The Company endorses the Norwegian Code of Practice for Corporate Governance (Nw.: Norsk anbefaling for eierstyring og selskapsledelse), issued by the Norwegian Corporate Governance Board.

The annual Corporate Governance report is included in the Governance section of the Annual report available here.

Nomination Committee

The Nomination Committee of BerGenBio ASA consists of three members, elected pursuant to section 9 of its articles of association. The majority of the members of the Nomination Committee shall be independent of the Company’s board of directors and the management. Members are elected for two years at a time.

The Company’s general meeting elects the members of the Nomination Committee and determines their remuneration.

The Nomination Committee shall recommend:

• candidates for the election of members and chairman to the Board of Directors; and
• remuneration of the Board of Directors.

The Nomination Committee consists of Hans Peter Bøhn (Chairman), Ann-Tove Kongsnes, and Shantrez Miller Gillebo and can be reached at nomcom@bergenbio.com.

Remuneration Committee

The remuneration committee is a sub-committee of BerGenBio ASA’s board of directors and its objective is to act as a preparatory and advisory body in relation to the Company’s remuneration of executive management. The purpose of the Remuneration Committee is to ensure thorough and independent preparation of matters relating to compensation to the executive personnel. The majority of the committee members should be independent of the Company’s operations.

In particular, the Remuneration Committee shall:

• review the remuneration and benefits strategy for the members of the executive management of BerGenBio;
• review the performance of the executive management versus the adopted objectives and recruitment policies, career planning, and management development plans; and
• prepare matters relating to other material employment issues in respect of the executive management.

The remuneration committee consists of:
Anders Tullgren (Chair) and Debra Barker.

Remuneration policy approved by AGM 24 May 2024

The Company will on an annual basis and as part of the Annual Report publish a Remuneration Report pursuant to section 6-16a of the Norwegian Public Limited Companies Act. The report is available in the Governance section of the annual report available on the Company’s website in the Investor/Financial report section here.

Audit Committee

The audit committee is a sub-committee of BerGenBio ASA’s board of directors and its objective is to act as a preparatory body in connection with the Board of Directors’ supervisory roles with respect to financial reporting and the effectiveness of the Company’s internal control system, and other tasks assigned to the audit committee in accordance with the provisions set forth in these instructions.

The Audit Committee supports the Board of Directors in the administration and exercise of its responsibility for supervision in accordance with applicable provisions of the Norwegian Public Limited Companies Act and Norwegian securities legislation, as well as applicable listing standards of Oslo Stock Exchange.

The audit committee consists of:
Sally Bennett (Chair) and Anders Tullgren.

BerGenBio ASA’s investor policy is based of Oslo Stock Exchanges’ rules, regulations and recommendations for listed companies, in particular the Oslo Stock Exchange Code of Practice for IR (“IR Code”).

BerGenBio fundamentally believes that good relations and an open, active dialogue with stakeholders, is the foundation for trust and contribute to reduced costs of capital for BerGenBio.

All communication with shareholders is conducted on an equal treatment basis and in compliance with the provisions of applicable laws and regulation. BerGenBio shall continuously provide its shareholders, Oslo Stock Exchange and the financial markets in general with timely and adequate information about BerGenBio and its business.

Inside information is dealt with in compliance with BerGenBio’s Inside Policy. The Investor Relations (“IR”) team continuously communicate with shareholders to foster an understanding of matters affecting BerGenBio from time to time. The IR team ensures that communication with shareholders is in compliance with the provisions of applicable laws and regulations and consistent with the principle of equal treatment of shareholders.

Relevant information about BerGenBio shall be given in the form of annual reports, quarterly reports, press releases, notices to the stock exchange and investor presentations in accordance with what is deemed appropriate from time to time. All such information shall be published on the BerGenBio’s website, www.bergenbio.com

Disclosure and reporting to the financial markets and contact with shareholders, investors and analysts shall be based on the following main principles:

• Compliance with laws and regulations: All disclosure, communication and reporting shall be in compliance with the applicable laws and regulations form time to time. BerGenBio shall also comply with relevant recommendations and market practices for reporting financial and other information.
• Inside information: Unless exceptions apply and are invoked, BerGenBio shall promptly disclose all inside information (as defined by the Norwegian Securities Trading Act).
• Language: All financial and other information shall be published in English.
• Information on value drivers: BerGenBio shall publish accurate, clear, comprehensive and relevant information about its historical earnings, operations, long-term potential, strategies, risk factors, outlook and any other information that BerGenBio has defined as significant and relevant value drivers. Such information shall be consistent over time, giving equal weight to positive and negative factors, thus enabling shareholders and the financial markets to draw conclusions about the value of BerGenBio.
• Guiding: BerGenBio shall not publish specific guiding on BerGenBio’s future financial results.
• Information on the Company’s website: BerGenBio shall comply with the principles of the IR Code in respect of disclosing information for investors and the market on BerGenBio’s website as further set forth therein. BerGenBio shall follow the Norwegian Code of Practice for Corporate Governance, including the code’s principles regarding transparency, equal treatment of shareholders and disclosure of relevant information. Information shall therefore be available onwww.bergenbio.com and other places where it is relevant.

In addition to making information easily available on a timely basis to shareholders and the financial markets, the IR team prioritizes raising awareness of, and interest in, BerGenBio and its shares among various market participants – both nationally and internationally.

To help promote this goal, the following meetings and presentations shall be held:

Reporting

• Open results presentations shall be held for investors, analysts and other stakeholders.
• The presentations shall be available via webcast onwww.bergenbio.com. The reporting dates shall be stated in the financial calendar on www.newsweb.no and www.bergenbio.com

Investor, analyst and press meetings

• BerGenBio shall hold regular meetings with investors, analysts and the press. BerGenBio’s IR team shall be easily available. Introductory meetings will normally be offered with the IR team, and BerGenBio’s management will, as far as possible, be available for follow-up meetings.
• BerGenBio’s ability to provide information to individual market participants, including investors and analysts, is limited by the regulations that apply to listed companies, including the rules on good stock exchange practices, and the general requirement of equal treatment.
• All presentations used in the meetings will be available on www.bergenbio.com

Capital markets day

• Capital markets day shall be held when appropriate to keep the market up to date on development, strategy and outlook. Capital market days will be open to all who wish to attend, and the presentations will be made available on www.bergenbio.com

Conferences, seminars, symposia, etc.

• Representatives from BerGenBio’s management will participate in various conferences and seminars where relevant.
• All relevant presentations held by BerGenBio management members will be published on www.bergenbio.com