I would like to welcome all shareholders and other participants to the annual general meeting of Borregaard ASA. My name is Jon Fredrik Johansen, and I'm a lawyer at the law firm Selmer. As stated in the notice, the board of directors of Borregaard ASA has appointed me to open today's annual general meeting. Joining me here on the podium are Terje Andersen, member of Borregaard's board of directors and chair of the Audit and Sustainability Committee, and CEO Tom Erik Foss-Jacobsen. The chair of the board is unable to attend this year's AGM, and Terje Andersen will therefore represent the board in his absence. I would also like to inform you that in addition to Terje Andersen and Tom Erik Foss-Jacobsen, the company's auditor, state authorized public accountant, Kjetil Rimstad from Ernst & Young AS, will also be present at the general meeting.
Thank you to all shareholders who have logged in today. In line with previous practice, today's general meeting will be a fully digital meeting. Today's AGM will also be simultaneously translated into English for those who wish to follow the presentation in English. I want to start with some practical information. You have five buttons at the top of your screen that you may click on. Technical info, messages, voting, documents, and today's speakers. By clicking technical information, you'll find the further technical details about the conduct of this meeting. I recommend that you read the text there. The messages icon enables you to see messages posted by other shareholders, and you may also submit your own questions and comments in writing to the general meeting if you so wish. Documents will give you a copy of the notice of the general meeting and other relevant documents.
The voting button will take you to the items to be decided here today. The voting icon will also be pushed to your screen when we move from one item to the next. Shareholders who participate online may also ask for the floor to speak by clicking on the button, Request to speak in the live broadcast. It is now closed for additional shareholders to log in, but if any of you who are already logged in, for some reason lose your connection or want to log in from another device, it's possible for you to log in again. We then move on to the list of represented shares, and it is DNB Verdipapirservice that keeps track of today's figures. I will now briefly hand over to DNB for the presentation of the list.
Thank you, Jon Fredrik. This is Freddy Hermansen from DNB. We have the following shares represented by 66,291,813 shares represented by advance votes. 8,366,836 shares are represented by proxy. We have two shareholders participating online who vote for 13,304 shares. In sum, this accounts for 74,671,953 shares that are represented, accounting for 74.71% of the share capital. Borregaard Company owns 55,867 own shares, which do not give voting rights. I may also add that we have 13 guests who have logged in to follow today's general meeting. This was the share capital represented.
Thank you to DNB. These figures will also appear in the minutes posted after the meeting. We move to deal with the first item, namely the approval of the notice convening the annual general meeting, election of chair, and a person to co-sign the minutes. Pursuant to the Public Limited Liability Companies Act, the general meeting is to elect a moderator to chair the meeting. As you will see from the notice, the board proposes that I be elected chair.
According to the act, the minutes of the AGM shall be signed by the chair and at least one other person elected by the general meeting from among those in attendance. The person elected must be available to stay behind for a while after the general meeting. I move that Chair of the Nomination Committee, Mimi Kristine Berdal, now be elected to co-sign. If you have any other proposals, please submit them by using the Request to speak function. In accordance with the Public Limited Liability Companies Act and the company's articles of association, the general meeting is convened by written notice to all shareholders with a known address.
The notice shall be sent at least 21 days before the AGM is to be held. The notice is dated 26th of March 2026, and was sent to the shareholders on the same day. The notice was also announced by a notice to the Oslo Stock Exchange. It has been available on the company's website in Norwegian and English translation, along with the documents referred to in the notice. The annual general meeting has thus been convened in accordance with the provisions applicable to public limited liability companies and the company's articles of association. I therefore assume that no one has any objections to the notice and the agenda. The opportunity to vote and table motions in this item is about to be closed now, so shareholders will need to cast their votes or table their motion immediately if you want to make proposals.
If you didn't hear the explanation about how to vote, you'll find the description of this on the information page you are logged into. A click on the "i" icon on the screen will take you back to the info page. We'll wait a minute now to give everyone the opportunity to cast their vote, and please also note that we have opened the vote for all the remaining items on the agenda so that you can also cast your vote for them all if you wish. All right, we have confirmed that everyone has voted. We can't see that any other comments on the matter to be discussed have been made, so the voting is now closed. The result of the vote shows that the resolution has been adopted as proposed by the necessary majority.
Exact numbers will be stated in the minutes that will be published after the meeting. I will now like to thank you for your trust.
Item two of the agenda, approval of the 2025 annual accounts for Borregaard ASA, the group, the consolidated annual report, and the Board of Directors' report, including Board of Directors' proposal for an ordinary dividend for 2025 of NOK 4.75 per share, with the exception of the shares held by the group. Now, before we move on to the formal consideration of the annual accounts, the company's Chief Executive Officer, Tom Erik Foss-Jacobsen, will give a presentation of the Borregaard Group and key figures for 2025. After which, Terje Andersen will explain and present a proposed dividend for 2025. Shareholders will then have the opportunity to ask questions via the messages function, and I shall first give the floor to Tom Erik Foss-Jacobsen. Thank you. I would like to begin with a brief overview of Borregaard as it stands today.
Borregaard is an international biochemistry company with a 137-year history and 1,180 employees with production facilities and sales offices in 13 countries. Our business model is highly diversified, both geographically and across markets and products, with around 800 products for 100 applications supplied to 3,100 customers in 100 countries. 96% of our sales take place outside of Norway. This diversification is a key factor in our resilience and stable profitability over time. In 2025, we generated an EBITDA of NOK 1.9 billion, and we invested NOK 925 million, nearly half of the EBITDA, back into the business to strengthen our competitiveness and to ensure long-term value creation. Borregaard's integrated biorefinery model is the foundation of our competitiveness. While traditional wood processing is primarily fiber-based, we utilize the full potential of the raw material, cellulose, lignin, and sugar, to produce high-value biochemicals that can replace petrochemical alternatives.
Our business is organized into three business areas with a clear end market focus. BioSolutions accounted for 56% of revenue in 2025. Here we are the global market and technology leader in lignin-based biopolymers and the world's only producer of biovanillin from timber. BioMaterials accounted for 35% of the revenue in 2025, where we're a leading global supplier of speciality cellulose. Fine Chemicals accounted for 9% of revenue in 2025, and comprises our advanced bioethanol and chemical intermediates for contrast agents. Our specialization strategy is to be a global niche player in markets with high barriers to entry and few competitors, where application expertise and proximity to customers are crucial to achieving and maintaining leading positions. Our skilled employees are our most important competitive advantage. Our priorities for the next three to five years are focused on further developing our positions through market development, innovation, and continuous improvement.
Borregaard is a global niche player with a strong market-driven organization and a unique technical customer service team comprising around 120 full-time equivalents, equivalent to 10% of the workforce. We have dedicated teams for each business area, and sales are primarily handled through our own organization with direct customer contact. Sales are well geographically diversified, and we supply several attractive end markets with strong growth, including agriculture, food, pharmaceuticals, various chemicals, and the construction and building industry. This breadth contributes to robustness and stability over time. Asia as a region and agriculture as an application field for our products are key strategic growth areas for us and have increased by around five percentage points since 2020 until 2025.
At the same time, we have reduced our exposure to the construction and building industry by around 10 percentage points to reduce cyclicality and risk. This figure illustrates a long-term managed portfolio transformation we have seen at BioSolutions since the company's IPO in 2012. Sales to the specialty and industrial applications sectors have tripled while exposure to more cyclical and low-value segments, particularly construction industry, has been significantly reduced. The result is higher value creation, lower volatility, and reduced sensitivity to economic cycles. Specialties account for around 25% of volume, but as much as 60% of turnover. This underlines both the value creation within the specialties portfolio of Borregaard and the potential for further specialization. Agriculture is Borregaard's largest end market, accounting for about 25% of our turnover. It is also the largest and fastest-growing area within BioSolutions.
We supply lignin-based biopolymer solutions that contribute toward better resource utilization, higher yields in crops, and more sustainable agricultural systems. We have a dedicated agricultural team comprising formulation chemists and agronomists with extensive industry experience, often recruited from the respective industries. This team works closely with our customers globally. In 2025, we opened a new office in India with its own R&D lab dedicated to agriculture. We do this to be closer to a strategically important growth market. As the figure shows, our portfolio is currently used in a wide range of applications with attractive growth potential, including plant nutrition, crop protection, biostimulants, seed treatment, and animal feed. Over many decades, we have built up in-depth application knowledge within agriculture.
This has enabled us to continuously develop the market and identify new applications for our products, driven by documented functional properties of the products, but also a clear trend towards more bio-based solutions. The global demand for specialty cellulose is estimated to be around 1.4 million tons this year. In line with our specialization strategy, the focus here is on increasing sales in the most specialized niches where Borregaard has clear competitive advantages, particularly within ethers and acetate. This is supported by a strong long-term position in this market, and we also have a well-invested plant in Sarpsborg with a high degree of flexibility, probably the most flexible kind of that plant worldwide. In 2025, we saw increased demand for several of our most specialized grades, particularly within regulated applications such as food, pharma, and personal care, as well as within bioplastics.
Sales to the construction market declined slightly in 2025, partly due to increased competition from Chinese players. We are continuing to prioritize a shift towards more specialized and regulated applications where we see growth opportunities with products that hold a strong position. At the same time, we work closely with customers to strengthen our competitiveness in the construction segment. Our climate plan delivers both significant emissions reductions and also enhanced cost competitiveness. Sustainability is integral to Borregaard's strategy. We are committed to a 42% reduction in our own emissions by 2030, using 2020 as the baseline year, and net zero emissions by 2050. By 2030, we plan to invest around NOK 1 billion in climate measures with a total impact of 85,000 tons of CO2. In 2025, we approved NOK 193 million from measures that will collectively result in a reduction of approximately 25,000 tons of CO2.
As of 2025, we have already achieved an annual CO2 reduction of around 30,000 tons compared to 2020. Significant electrification has simultaneously reduced our reliance on LNG. Our climate investments not only improve our environmental footprint, but also our cost position and competitiveness through increased energy efficiency, lower energy cost, and greater operational flexibility. This is a good example of how sustainability and profitability can go hand in hand.
We invest considerably in targeted expansion projects, which support increased specialization and value creation. In Sarpsborg, we are investing NOK 800 million in debottlenecking in our biorefinery. This is expected to increase capacity for cellulose, lignin, and ethanol by 5%-10%, with a gradual increase in production from the second quarter 2027. Investment also will deliver both environmental and cost benefits. We make some smaller and medium-sized expansion investments, including, among others, specialization and capacity upgrades in lignin-based biopolymers in our Wisconsin facility in the USA. We ramp up Ice Bear production for speciality cellulose and also further improve quality as well as removing capacity restraints in bioethanol and fine chemical intermediates. When it comes to bio-based startups, we will also focus more on following up the positions we have. Borregaard has clear financial goals to ensure profitable growth, financial resilience, and long-term value creation.
A most important target is the return on capital employed of 15% pre-tax over a business cycle. This reflects our focus on discipline, CapEx, and value-creating growth. In order to ensure an effective CapEx, we require an internal rate of return for expansion investments of 15% pre-tax on average, and also that net working capital will be around 20% of operating revenues and replacement CapEx will over time be at depreciation level to maintain a sound, robust financial position. A credit rating will be investment grade level, and we have a leverage ratio of between 1.0 and 2.25 over time. Our Scope Ratings was stable in March 2026. All in all, these financial targets constitute a balanced framework for profitable growth, financial resilience, and long-term value creation. Despite considerable global turbulence and uncertainty, Borregaard has delivered strong results and good top-line growth.
Since 2021, operating revenues increased by roughly 7.4% on average per year, while EBITDA has increased by 15% per year. We have a stable high-margin return on capital employed. Pre-tax has been above the minimum target of 15% before tax throughout the period. All in all, this shows that Borregaard's strategy delivers strong results also in demanding times. In 2025, EBITDA was NOK 1,878 million, just over the 2024 performance at a record high level. Both BioSolutions and BioMaterials improved results, while Fine Chemicals reported a weaker performance. Higher sales to agriculture and increased sales of biovanillin in BioSolutions, improved prices and product mix for BioMaterials, as well as positive currency effects contributed to an improvement in profits. This was partly offset by lower bioethanol prices and cost growth exceeding the general inflation.
A write-down of our investments in bio-based startups of NOK 245 million impacted our annual profit and earnings per share negatively. The write-down was due to delays and increased need for capital in these companies. Borregaard had a sound cash flow from operations in 2025 of approximately NOK 1.4 billion, an improvement of up NOK 300 million from 2024. The most important explanations was a more favorable development in net working capital compared to the year before. Investments were NOK 925 million. The biggest investments in 2025 was linked to environmental measures and increased capacity at the Sarpsborg facility, specialization projects in BioSolutions, and Borregaard's participation in the capital raising in Alginor. At the end of 2025, Borregaard had a strong, robust financial position. The equity ratio was 61%, up from 53% at the end of 2024.
The debt ratio, the leverage, was measured as the net interest-bearing debt over EBITDA, and it was 1.11, compared with 1.20 the year before. I will leave you with the strategic priorities. Borregaard's strength lies in the combination of renewable raw materials, unique technology, deep market and application understanding, and a well-diversified business model. Based on these values, our ambition is to continue our specialization journey and take it to the next level. Targeted investments also facilitate for increased market penetration and innovation in high-value segments. Priorities going forward will be to leverage the strong lignin raw material base in biopolymers and biovanillin, enhance the product mix in speciality cellulose, and further develop the cellulose fibres business. We also see that sustainability and regulatory requirements become increasingly more important and as value drivers, opening up market potential for our bio-based product portfolio.
Borregaard's specialization journey is by no means over. It will continue with clear priorities and concrete investments to drive further value growth.
Thank you, CEO Tom Erik Foss-Jacobsen. Before I open the floor for any questions and comments submitted electronically, I would first like to give the floor to Terje Andersen, who will present the board's proposal for a share dividend for 2025.
Thank you. Borregaard's dividend policy is to pay regular and progressive dividends over time, reflecting the expected long-term earnings and free cash flows of the Borregaard group. The board has decided to adjust the company's dividend policy to a target dividend ranging between 40%-60% of net earnings, compared with the previous 30%-50% intervals. The board's proposal includes an assessment of investment plans, financing needs, and maintaining necessary financial flexibility.
The Board of Directors has proposed an ordinary dividend of NOK 4.75 per share.
Up NOK 50 per share or up 12% from last year. This corresponds to 55% of net earnings, adjusted for write-downs in bio-based startup companies. Shares owned by the company do not receive dividend. The date of the payout of dividend is expected to be 27th of April.
Thank you, Terje Andersen. I can't see that we have received any questions or comments, and I therefore consider this reporting to be concluded. This brings us to the formal dealing of the financial statements. The company's annual report for the financial year 2025, which among others includes the board's proposal for financial statements, the consolidated annual report and the directors' report, as well as the auditors' report have been made available on the company's website and highlights have been presented. I thus presume that the contents of the financial statements and annual reports are known to the attending shareholders. As for the auditors' report, I don't consider it necessary to have the report read out, but I would like to ask Kjetil Rimstad, State Authorized Public Accountant, to give us a brief account of his considerations.
Thank you. My name is Kjetil Rimstad. I'm the public accountant in charge of the audit, and we have completed it, and our auditor's report has been included on page 216, and it says that we agree with the reports. This also means that we don't have any specification or no reservations to the financial statements, and this means that we believe that it is compliant and that the information in the annual report and the financial statements are also in line with our review. Thank you.
All right. We will soon close the vote on this item, and therefore we ask the shareholders who have not yet cast their vote or who want to change your vote, please do it now. While we wait for the votes to be cast, I'll read the proposed resolution.
The annual general meeting approves the board of directors' motion for the annual financial statements and board of directors report for 2025. An ordinary dividend of NOK 4.75 per share be paid, with the exception of the shares held by the group. I can now inform you that the dividend will be paid to all shareholders registered in the company's share register as at 20th of April 2026. This means that the share will be traded exclusive of dividend from tomorrow, the 17th of April 2026. Also presuming that traded shares are subject to ordinary settlement in the VPS, then all shares acquired up until today, the 16th of April 2026, will entitle shareholders to dividend, while shares acquired from tomorrow, the 17th of April, will not entitle them to dividend. The expected day of payment is 27th April 2026.
We don't seem to have received any comments to the item we're discussing, and the vote is now closed. The result of the vote shows that the resolution has been adopted as proposed by the necessary majority. Exact figures will appear in the minutes posted after the meeting. We'll now move to the next item on the agenda.
It's the report on pay and other remuneration of senior management. The annual general meeting will consider the report on salaries and other remuneration for senior management for the 2025 financial year. The report describes the application of the guidelines for determining salaries and other remuneration for senior management for the 2025 financial year, which were adopted by the AGM at the last AGM in 2023. The general meeting shall hold an advisory vote on the report, and I shall first give the floor to Terje Andersen, who will present the report on salaries and other remuneration for senior management.
Thank you. Norwegian authorities impose legal requirements for comprehensive reporting on salaries and other remuneration paid to senior management. This report is intended to meet these requirements and to comply with the guidelines on salaries and remuneration adopted by the annual general meeting.
The guidelines applicable for the year 2025 were adopted by the annual general meeting in 2023 and are available on the company's website. The board has a remuneration committee which monitors, discusses, and makes recommendations to the board, which makes its decisions in accordance with the guidelines. Particular emphasis is placed on monitoring the variable component of remuneration, namely the annual bonus and share option schemes. The criteria for these schemes align with the long-term goals and strategies we have for the company, both financial and within ESG/sustainability. The report sets out the criteria, structure, and payout of these remuneration packages. The board hereby confirms through this report that the adopted guidelines for salaries and remuneration have been followed throughout 2025.
Thank you, Terje Andersen. We cannot see that any comments have been posted on this matter.
The opportunity to vote on this matter will close shortly, so we ask shareholders who have not yet voted or who wish to change a vote to do so immediately. While we wait the conclusion of the voting, I would like to inform that in accordance with the Public Limited Liability Companies Act, no formal resolution will be passed regarding the report on salaries and other remuneration for senior executives. The result of the advisory vote will be recorded in the minutes of the general meeting. We cannot see that any comments have been received regarding the matter to be discussed, and voting is now closed. The count shows that the motion has been supported by a majority, and the result of this advisory vote is recorded in the minutes. The exact figures will be set out in the minutes, which will be published after the meeting.
We'll now go on to item four of the agenda, which is a presentation of the corporate governance report. According to the Public Limited Liability Companies Act, the annual general meeting must consider the company's statement of its corporate governance principles and practices. Borregaard's corporate governance report is included in the annual report for the 2025 financial year starting on page 134. I will again give the floor to Terje Andersen. The board's statement on corporate governance is included in Borregaard's annual report for 2025 on pages 147 to 154. Here, the principles and implementation of the company's corporate governance are reviewed in detail. The reporting requirements are set out in the Public Limited Liability Companies Act, the Accounting Act, and the Norwegian Code of Practice for Corporate Governance, NUES. The actual organization of corporate governance has not changed significantly over the past year.
As is evident from both the annual report and the company presentation, sustainability is an integral part of Borregaard's business model. Sustainability has implications for risk assessment, investments, profitability, and expectations from the financial and investor markets, which means that sustainability is a natural part of the Audit and Sustainability Committee's remit. Through its management systems and procedures and through the bodies described, Borregaard has acted in accordance with the Norwegian Code of Practice for Corporate Governance through 2025.
Thank you for your presentation. We cannot see that any comments have been received with regard to this matter. I therefore note that the general meeting has considered the company's corporate governance report.
We move to item five on the agenda, namely authorization to acquire own shares. The full proposal of the Board has been included in the notice of the general meeting, and as you will see from the proposal, any treasury shares acquired may be used for two purposes, either to fulfill incentive programs for employees or amortization, that is cancellation, which would then potentially have to be decided on at a later point in time. In accordance with the recommendation in the Norwegian Code of Practice for Corporate Governance, NUES, the voting instructions allow for separate votes to be held for the two purposes, but we have traditionally dealt with them in a joint vote. We can't see that we have received any comments to the current item, and we will soon be closing the vote.
We ask shareholders who have not yet voted or who would like to change their vote cast to do so immediately. While we wait for the voting, I will read the proposed resolution. One, the annual general meeting authorizes the board of directors of Borregaard to acquire its own shares up to a total nominal value of NOK 10 million on behalf of the company, corresponding to 10% of the share capital. The highest amount that the board may pay for a share is NOK 400, and the lowest amount is NOK 1. The board of directors may acquire and dispose of its own shares to fulfill existing incentive schemes for employees and incentive schemes in accordance with the company's current guidelines for executive pay. The board of directors may also acquire shares for amortization.
The acquisition of own shares may take place as deemed appropriate by the Board of Directors but not by subscription. The authorization shall remain in force until the company's Annual General Meeting in 2027, but no later than 30th of June 2027. We don't see any comments posted to the current item, and the vote is now closed. The result of the vote shows that the resolution has been adopted as proposed by the necessary majority, and the exact figures will appear in the minutes posted after the meeting. We'll next move to item six. This is the election of members to and chair of the Board of Directors, and in accordance with the articles of association, the Nomination Committee shall nominate candidates for the board.
The nomination committee's recommendation, dated 24th of February 2026, as well as a notice convening the general meeting have been available on the company's website. I now give the floor to the nomination committee, Mimi Kristine Berdal, who will present the committee's recommendation. Thank you, Chair.
The nomination committee was elected at the annual general meeting in April of last year, 2025, and has since consisted of myself, Erik Must, Rune Selmar, and Atle Hauge. Employee representatives have contributed their views to the discussion of the candidate for the position of chair in accordance with the company's practice and agreements. There's been contact with the largest owners in the work on candidates for the board and nomination committee. Details of the committee's work and the assessment it has made are described in the documents for the general meeting, including CVs for the proposed candidates.
Borregaard's Board of Directors has consisted of the same members since the general meeting in 2021. Helge Aasen was then elected as the new Chair of the Board after having been a Board Member for three years. Even though the Board Members collectively have significant and relevant expertise that suits Borregaard's business and the demands and expectations placed on the company, the Nomination Committee sees a need for gradual renewal over time. In its work on candidates, the committee has considered their combined expertise and also whether the candidates have sufficient time and capacity to serve on the Board. In other words, to ensure they are not over-boarded. Several of Borregaard's owners are also keen to ensure that Board Members do not have too many roles and responsibilities that prevent them from fulfilling their duties as directors of Borregaard.
This topic has been raised with each individual board member, and not least with the Chair of the Board. The committee's assessment is that all candidates have the necessary time and capacity to serve on the board of Borregaard. We also note that all the shareholder elected board members have had good attendance at all meetings during the year. We may add that after the notice of this general meeting was sent, Elkem announced that Helge Aasen will step down as the CEO of Elkem and that he has instead been proposed as Elkem's new Chair of the Board. On this basis, the nomination committee will propose, as you see on the screen, the re-election of Helge Aasen as Chair of the Board. As a contribution towards renewal of the board, we propose Magnus Krogh Ankarstrand as a new board member.
He is the CFO of Yara, and you will find more information in the attachment to the recommendation of the committee. Furthermore, the committee proposes the re-election of the other shareholder elected board members, Terje Andersen, Tove Andersen, and Margrethe Hauge. As earlier, we also propose a term of office of one year for all candidates until the general meeting in 2027.
Thank you, Mimi Kristine Berdal. Any other nominations or comments must be submitted digitally. Shareholders who wish to vote or present further motions on this item must do so right away, as the vote will soon be closed. We ask shareholders who have not yet voted or who would like to change their vote count to do so now. While we wait for the result of the vote, I'll read out the proposed resolution.
The annual general meeting elects Helge Aasen, Terje Andersen, Tove Andersen, Margrethe Hauge, and Magnus Krogh Ankarstrand, members of the Board of Directors. The annual general meeting elects Helge Aasen, Chair, and the term of office is until the ordinary general meeting in 2027. We don't seem to have received any comments to the item we're discussing, and the vote is now closed. The result of the vote shows that the resolution has been adopted as proposed by the necessary majority, and exact figures will appear in the minutes posted after the meeting. We have now come to item seven, namely election of members to and chair of the nomination committee. The nomination committee's recommendation, dated 24th of February 2026, has, along with the notice, been available on the company's website. I now give the floor to the nomination committee, Mimi Kristine Berdal, who will present the committee's recommendation.
Yes, thank you. The composition of the Nomination Committee has been unchanged since 2022, which also indicates a need for balancing renewal with continuity in the committee. This may increase its network of prospective candidates for the company's elected offices, while also ensuring a continuous understanding of the company and the board's needs and enable follow-up of assessments and discussions that take place over time with owners, the board, and relevant candidates. The committee proposes the re-election of myself as chair and Charlotte Leikanger Rabaud, who is the manager of the portfolio in the Folketrygdfondet, and Trine Must, who is in Must Invest AS, are proposed as new members. The re-election of Atle Hauge as the fourth member of the committee.
Collectively, the committee members will possess broad experience from various positions in the business sector and from serving on boards, nomination committees, and in other elected roles, as well as experience from Borregaard's major owners. A term of office of one year is proposed until the annual general meeting in 2027.
Thank you, Mimi Kristine Berdal. Any other nominations or comments must be submitted digitally. Shareholders who wish to vote or present further motions on this item must do so right away. As this vote will soon be closed, we ask therefore, shareholders who have not yet voted or who would like to change their vote to do so now. While we wait for the result of the vote, I'll read out the proposed resolution. The general meeting elects Mimi Kristine Berdal, Charlotte Leikanger Rabaud, Trine Must, and Atle Hauge as members of the Nomination Committee. The general meeting elects Mimi Kristine Berdal as chair of the committee, and the term of office is until the ordinary general meeting in 2027. We don't seem to have received any comments to the item we're dealing with, and the vote is now closed.
The result of the vote shows that the resolution has been adopted as proposed by the necessary majority, and the exact figures will appear in the minutes posted after the meeting. We have now arrived at item 8 and item 9 of the agenda. They concern remuneration for the members of the Board of Directors, observers, and deputy members, as well as to members of the Nomination Committee. Items 8 and 9 on the agenda constitute two separate resolutions, where you have to decide on the remuneration of the Board and the members of the Nomination Committee, respectively. For practical reasons, I propose that the Chair of the Nomination Committee present a joint statement when you got your proposals, but that they be voted on as two separate proposals. I now give the floor once again to the Nomination Committee represented by Mimi Kristine Berdal. Thank you.
The proposal regarding remuneration is also set out in Nomination Committee's recommendation, which has been published on the website of the company. In its work on remuneration, the Nomination Committee has based its proposal on the following principles. The level of remuneration shall be competitive without being the highest, compared with relevant listed companies in Norway. In order to align the interest of the shareholder elected members more closely with those of the owners through ownership in the company, the scheme whereby 20% of gross Board remuneration must be used to purchase shares until the share value reaches one year's remuneration. This will be continued. The requirement does not apply to the employee-elected members, as they have their own schemes for the purchase of shares at a discount for company employees.
In its work on remuneration, the committee has thoroughly examined a comprehensive and independent benchmark study comparing remuneration levels in 195 listed companies in Norway. The survey shows that remuneration at Borregaard has been on par with comparable companies. The committee will therefore propose an adjustment to the remuneration in line with the company's salary adjustment last year, that is 4.7%. Over time, it has become common for companies to differentiate board remuneration between employee elected and shareholder elected members. Responsibilities of a board member are the same, but employee elected members can use paid working hours for the role, and in Borregaard's case, there are also different requirements and schemes for share purchases. The nomination committee therefore proposed a few years ago that remuneration for employee elected board members be set at 75% of the level for shareholder elected members.
It has been the practice that remuneration for employee elected members has remained fixed until the 75% level is reached. This has now been achieved, and the proposal is therefore an adjustment so that remuneration is adjusted upwards to this level from the annual general meeting. It is proposed that remuneration observers be set at one third of that of an employee elected board member, which is in line with the current arrangement. The proposed remuneration for the board will therefore be as set out in the AGM document, and as here you can see on the screen. These rates should apply from this annual general meeting until the next annual general meeting in 2027. Let's move on to item nine, which concerns remuneration for the members of the nomination committee, and we shall vote on the two.
It's the remuneration for the members now of the Nomination Committee, that is item nine. The proposed remuneration for the Chair and members of the Nomination Committee follows the same recommendation as for the Chair and members of the Board. In certain years where there's a need for multiple changes to the Board, the Nomination Committee will require considerably more time and more meetings than would normally be the case.
It is therefore proposed to continue the remuneration structure comprising a fixed allowance and a meeting fee for meetings in excess of four full meetings. A strict practice is to be applied to the definition of full meetings, which does not include discussions, individual meetings, or contacts that the Chair or members have separately between meetings. During this general meeting period, only the basic fee has been paid. The proposed remuneration is set out on the screen, and it is proposed that it be in force until the annual general meeting in 2027.
Thank you, Mimi Kristine Berdal. Any other suggestions or comments must be submitted online. Then the window for voting and submitting new proposals on these two matters will close shortly, so we ask that shareholders who have not yet voted or wish to change their vote do so immediately. While we await the conclusion of the vote, I shall read out the proposed resolutions. For item eight, the proposed resolution is the general meeting approves the proposed remuneration for the members of the board, observers, and deputy members, as set out in the Nomination Committee's recommendation of 24 February 2026.
For item nine, the proposed resolution is: the annual general meeting approves the proposed remuneration for the members of the nomination committee's members, as set out in the nomination committee's recommendation of 24 February 2026. We cannot see that any comments have been received regarding the matter to be discussed, and the voting is now closed. The count shows that the motion has secured a sufficient majority and has been adopted as proposed. The exact figures will be set out in the minutes, which will be published after the meeting. Item 10, approval of the auditor's fee. As stated in note four to the financial statements, the company's auditor has calculated an audit fee for the 2025 financial year for Borregaard ASA of NOK 967,000 for the statutory audit. The estimated fee for the assurance of sustainability reporting for 2025 is NOK 2,254,000.
Any comments must now be submitted digitally, and the voting window for this matter will close shortly, so we ask the shareholders who have not yet voted or who wish to change their vote to do so immediately. The proposed resolution is as follows: the annual general meeting approves the auditor's remuneration for 2025. We cannot see that any comments have been received regarding this item, and voting is now closed. The count shows that the motion has secured a sufficient majority and has been adopted as proposed. The exact figures will be set out in the minutes, which will be published after the meeting. We have now gone through the agenda. All that remains is to thank everyone for attending, and I hereby declare today's and this year's annual general meeting of Borregaard ASA adjourned. Thank you.