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Thor Medical ASA is committed to healthy corporate governance practices, strengthening and maintaining confidence in the company, and contributing to long-term value creation for shareholders and other stakeholders. Strong and sustainable corporate governance practices include ethical business practices, reliable financial reporting, and compliance with legislation and regulations. The objective of corporate governance is to regulate the division of roles between shareholders, the board and executive management more comprehensively than is required by legislation.
Thor Medical’s principles for corporate governance are based on the following key elements:
Corporate governance framework and reporting
Thor Medical ASA’s board actively adheres to good corporate governance standards, in line with Norwegian laws and regulations, as well as international best practice standards. Thor Medical’s corporate governance policy is in all material aspects based on the Norwegian Code of Practice for Corporate Governance (the Code), to which the board has resolved that the company shall adhere.
Thor Medical ASA is a Norwegian-registered public limited liability company with its shares listed on the Oslo Stock Exchange. The Norwegian Accounting Act Section 3-3b, which the company is subject to, sets out certain corporate governance related information, which is to be disclosed and reported on through the issuance of an annual reporting document. This report meets the requirements provided by the Accounting Act. The Accounting Act is available on www.lovdata.no.
Further, the continuing obligations of stock exchange listed companies issued by the Oslo Stock Exchange requires listed companies to publish an annual statement of their practice related to their policy on corporate governance (cf. Oslo Rule Book II, section 4.4). In addition to setting out certain minimum requirements for such reporting (equivalent to those under the Accounting Act), the continuing obligations require that the company reports on its compliance with the recommendations of the Code. Both the continuing obligations and the Code require that an explanation is provided where a company has chosen an alternative approach to specific recommendations in the Code (i.e., the “comply or explain” principle). Thor Medical complies with the current Code, most recently revised on 14 October 2021. The company provides a report on its principles for corporate governance in its annual report and on its website. The continuing obligations are available on www.oslobors.no and the Code is available on www.nues.no.
The board of Thor Medical has, in close cooperation with the company’s executive management, adopted several corporate governance guidelines:
The governance documents set out principles for how business should be conducted, and these also apply to Thor Medical’s subsidiaries. The Code covers 15 topics and this statement covers each of these topics and states Thor Medical’s adherence to the Code on each topic.
Business
Thor Medical’s business is clearly defined in Section 3 in the company’s articles of association as adopted on the annual general meeting 28 June 2023 as follows: “The objective of the company is to supply alpha emitters to suppliers and developers of innovative drugs targeting indications of high unmet medical need, including any medical products and equipment, and to run business related thereto or associated therewith.”
The board is responsible for defining the company’s strategies, primary objectives and risk profiles and to support the company’s value creation to shareholders in a sustainable manner. These take into account financial, social, and environmental considerations, are evaluated annually and described in the annual report.
Equity and dividends
Equity and capital structure
The board shall ensure that the company has a capital structure that is suitable for its objectives, strategy, and risk profile. In December 2024, the company successfully completed a private placement to increase its share capital by NOK 13 805 860, of which NOK 9 126 584 was issued under the authorization given to the Board of Directors by the Annual General Meeting as further described in section below, while the remaining NOK 4 679 276 was issued in January 2025 following approval from the Extraordinary General Meeting (EGM). Total issued share capital as of 31 December 2024 amounted to NOK 56 098 479, divided into 280 492 395 shares, each with a par value of NOK 0.20. In January 2025, the company also carried out a so-called repair issue, which further increased the total issued share capital to NOK 62 881 704.20, divided into 314 408 521 shares. These capital increase have been carried out under the authorizations given to the Board of Directors from the General Assembly as described below.
Dividend policy
Thor Medical expects to create long-term value for its shareholders through the establishment and commercialization of industrial-scale plants for production of alpha-emitting radioisotopes for cancer therapy. This will require significant investments, and although the company aims to reward its investors with competitive returns on invested capital it does not expect to be in a position to distribute dividends at least until the first plant is fully up and running and generating profits. Correspondingly, the company has not proposed to pay any dividends for 2024.
The mandate to the board to increase Thor Medical’s share capital is tied to defined purposes and limited in time no later than the date of the next AGM.
Board authorizations
The AGM held on 11 April 2024 granted several authorizations to the Board of Directors to manage the company’s strategic and operational needs effectively.
Incentive program: The Board was authorized to increase the share capital by up to NOK 2 802 468 through one or more issuances. This authorization is specifically tied to the issuance of shares under the Company’s incentive program, such as the exercise of stock options or subscription rights. The authorization is valid until the AGM in 2025, but no later than 30 June 2025. As of 31 December 2024, the Board had granted stock options to the company’s executive management that could increase the share capital up to NOK 2 300 000 if fully exercised.
Restricted Stock Units (RSUs): The AGM authorized the Board to increase the share capital by up to NOK 750 000 to issue shares to the Company’s Board members who exercise awarded RSUs. This authorization also remains valid until the AGM in 2025, but no later than 30 June 2025. It allows for the deviation of shareholders’ preferential rights and permits capital increases through cash contributions or by offsetting claims related to board remuneration.
General purposes and strategic initiatives: A further authorization was granted to increase the share capital by up to NOK 9 341 560, representing up to 20 per cent of the Company’s share capital. This authorization enables the issuance of shares to strengthen equity, finance acquisitions, and support general corporate purposes, including issuing consideration shares for acquisitions. This authorization was exhausted in connection with the private placement completed in December 2024. In January 2025, the Board was granted a new authorization from the EGM to increase the share capital by up to NOK 12 576 340.80, representing up to 20 per cent of the Company’s share capital. These authorizations reflect Thor Medical’s commitment to aligning governance practices with strategic growth and value-creation objectives. The resolutions allow for operational flexibility while maintaining a robust framework for shareholder value and transparency.
Equal treatment of shareholders
It is the company’s policy to treat all shareholders equally. Thor Medical has only one class of shares. Each share in the company carries one vote and all shares carry equal rights, including the right to participate in general meetings. The nominal value of each share is NOK 0.20.
If the board resolves to carry out a share issue without pre-emption rights for existing shareholders, then the justification shall be publicly disclosed in a stock exchange announcement issued in connection with the share issue.
Freely negotiable shares
There are no restrictions related to owning, trading or voting for shares in Thor Medical.
General meetings
The board ensures that the company’s shareholders can participate in the company’s general meetings, and that the general meetings are an effective forum for the views of shareholders and the board.
Participation and execution
The chair of the board, the CEO and CFO are present at the AGMs, along with the chair of the nomination committee and the company auditor.
The board ensures that:
Notification
The notice of the general meeting includes information regarding shareholders’ rights and guidelines for registering and voting at the general meeting. The company provides information on the procedure for representation at the general meeting through proxy, and a proxy form which allows separate voting instructions for each individual matter, including on each individual candidate nominated for election, is attached to the notice.
Nomination committee
The nomination committee is laid down in the company’s articles of association and the general meeting has stipulated guidelines for the duties of the nomination committee.
The nomination committee consists of three members. The general meeting elects the members of the nomination committee, its chair and determines the committee’s remuneration. The majority of the members shall be independent of the board and the management. The nomination committee shall not include any executive personnel or any member of the company’s board of directors.
All shareholders are invited to propose candidates for the board and the nomination committee.
The AGM held 11 April, 2024, elected Didrik Leirvang (chair), Jørn Aage Johansen, and Jon Magne Asmyr as members of the nomination committee for a period until the AGM in 2026.
The nomination committee’s duties include proposing candidates for election to the board and the nomination committee and proposing fees to be paid to such members.
Board of directors – composition and independence
Article 5 of Thor Medical’s articles of association states that the company’s board shall consist of three to nine members and that the members shall serve for a term of up to two years.
The composition of the board shall ensure that it can act independently of any special interests. The board consists of; Ludvik Sandnes (chair), John Andersen, Jr., and Mimi Berdal. Ludvik Sandnes has informed the nomination committee that he has decided not to seek re-election at the general meeting.
Ludvik Sandnes (chair) and Mimi Berdal are independent of the company’s executive personnel, material business contacts and the company’s major shareholder(s). John Andersen, Jr., is independent of the company’s executive personnel and material
business contacts.
The company’s board of directors meets the requirements for gender representation, with no more than 2 out of 3 members representing one of the genders.
The biographies of the board members are presented on the company’s website and the board members’ shareholding in Thor Medical ASA is disclosed in note 6.3 to the annual accounts. An overview of the board members’ attendance at board meetings is included in their respective biographies in the annual report.
The work of the Board of Directors
Rules of procedure for the Board of Directors
The Board of Directors is responsible for the overall management of the company and shall supervise the company’s day-to-day management and the company’s activities in general.
The Norwegian Public Limited Liability Companies Act regulates the duties and procedures of the Board of Directors. In addition, the Board of Directors has adopted supplementary rules of procedures, which provide further regulation on inter alia the duties of the Board of Directors and the chief executive officer (CEO), the division of work between the Board of Directors and the CEO, the annual plan for the Board of Directors, notices of Board proceedings, administrative procedures, minutes, Board committees, transactions between the company and the shareholders and confidentiality.
Transactions with close associates
The Board of Directors aims to ensure that any not immaterial future transactions between the company and shareholders, a shareholder’s parent company, members of the Board of Directors, executive personnel or close associates of any such parties are entered on arms-length terms. For any such transactions which do not require approval by the General Meeting pursuant to the Norwegian Public Limited Liability Companies Act, the Board of Directors will on a case-by-case basis assess whether a fairness opinion from an independent third party should be obtained.
The Board of Directors meets at least six times per year. The CEO informs the Board about the company’s activities, position and financial development. In 2024, the Board held 6 ordinary meetings and 4 additional meetings.
Guidelines for directors and executive management
The Board of Directors has adopted rules of procedures for the Board of Directors which inter alia include guidelines for notification by members of the Board of Directors and executive management if they have any material direct or indirect interest in any transaction entered by the company.
The Board of Directors’ consideration of material matters in which the chairman of the Board is, or has been, personally involved, shall be chaired by some other member of the Board. There were no such cases in 2024.
The audit committee
The company’s audit committee is governed by the Norwegian Public Limited Liability Companies Act and a separate instruction adopted by the Board of Directors. The members of the audit committee are appointed by and among the members of the Board of Directors. A majority of the members shall be independent of the company’s executive management, and at least one member shall have qualifications within accounting or auditing. Board members who are also members of the executive management cannot be members of the audit committee. On 31 December 2024, the Board of Directors constitute the audit committee, all considered independent of the company.
The main tasks of the audit committee is to:
• Prepare the Board of Directors’ supervision of the company’s financial reporting process and advise the Board regarding the integrity of the financial reporting
• Prepare the board’s quality assurance of sustainability reporting and information on climate-related matters
• Monitor the systems for internal control and risk management
• Have contact with the company’s auditor regarding the audit of the annual accounts and inform the Board of Directors of the result of the audit
• Review and monitor the independence of the company’s auditor, including in particular the extent to which services other than auditing provided by the auditor or the audit firm rep
The audit committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations.
Other board committees
On 31 December 2024, the complete Board of Directors constitute the compensation committee. The primary purpose of the compensation committee is to assist and facilitate the decision-making of the Board of Directors in matters related to the remuneration of the executive management of the company, review recruitment policies, career planning and management development plans, and prepare matters relating to other material employment issues with respect to the executive management. The remuneration committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations. There were no other committees established by the board.
The Board’s evaluation of its own work
The Board of Directors conducts an annual assessment of its performance and expertise, which is presented to the nomination committee.
Risk management and internal control
The Board of Directors ensures that the company maintains robust internal controls and risk management systems tailored to the scale and scope of its operations. This includes conducting an annual risk assessment and reviewing quarterly financial statements presented by management, which provide insights into current business performance and associated risks. The board evaluates significant risks such as strategic, financial, liquidity, and operational risks, including those related to product development, on an ongoing basis and at least once a year. The finance function is accountable for preparing financial statements in compliance with applicable laws and regulations, including IFRS as adopted by the EU, while the audit committee scrutinizes these statements, focusing on transaction types with significant impacts on the financials. Management controls are executed at a senior level within the company.
Moreover, the Board of Directors conducts continual risk assessments to identify potential risks and address any incidents, engaging external expertise if necessary. This thorough evaluation, conducted annually alongside the review of the company’s financial statements, ensures a comprehensive understanding of the company’s situation. Bi-annual financial statements are also reviewed to keep the board and shareholders informed about current business performance and associated risks. Policies and procedures are established to manage risks specific to Thor Medical’s operations, integrating considerations related to stakeholder involvement in value creation. Additionally, the board ensures the company upholds corporate values, ethical guidelines, and sustainability practices through effective internal controls and reporting mechanisms, which are detailed in the annual report.
Remuneration of the Board of Directors
The remuneration of the board is proposed by the nomination committee and decided by the shareholders at the AGM of the company. The level of remuneration of the board reflects the responsibility of the board, its expertise and the level of activity in both the board and any board committees. The company has not granted share options to board members. The company has, however, granted restricted stock units (RSUs) to board members who have elected to receive all or part of their remuneration determined by the AGM in advance in the form of restricted stock units. The number of restricted stock units allocated to the board members is determined based on a subscription price equal to 0.87 per share, which is equal to the volume-weighted average share price of the 10 trading days prior to the grant date less the nominal value of the share. The remuneration of the board is thus not linked to the company’s performance.
Salary and other remuneration for senior executives
The board has established guidelines on the salary and other remuneration for executive personnel that are clear and easily understandable, and contribute to the company’s commercial strategy, long-term interests and financial viability. The performance-related remuneration of the executive personnel, such as equity incentives and bonus programmes, are linked to value creation for shareholders. Any bonus agreement with the Chief Executive Officer of the Company shall be limited to up to 35 per cent of base salary, while bonus agreements for other members of the Senior Executives team may provide for bonuses up to 25 per cent of their base salary.
More information is available in Thor Medical’s Guidelines for remuneration of senior executives and board of directors.
Information and communication
Thor Medical is committed to treat all shareholders equally and will provide timely and precise information about the company and its operations to its shareholders, the Oslo Stock Exchange and the financial markets in general through the Oslo Stock Exchange’s information system. Such information will be given in the form of annual reports, quarterly reports, press releases, notices to the stock exchange, capital market days and investor presentations.
The board has established several guidelines related to the company’s disclosure of information to the financial markets and for the contact with shareholders, as mentioned in “Corporate Governance in Thor Medical ASA” above.
The company publishes a financial calendar with an overview of the dates for important events, such as the AGMs and release of interim reports.
Take-overs
In the event of a takeover offer, the Board of Directors adheres to established guiding principles aimed at maintaining impartiality and equitable treatment of shareholders. The board refrains from obstructing or complicating bids for the acquisition of the company’s operations or shares and ensures shareholders receive equal treatment. If a takeover offer is received, the board engages an independent expert to conduct a valuation and provides a recommendation regarding shareholder acceptance. Additionally, the board guarantees uninterrupted company activities, ensures shareholders have adequate information and time to evaluate the offer, and considers relevant recommendations from the Code of Practice, assessing their applicability to the specific circumstances.
Auditor
The company’s external auditor is EY. The auditor is appointed in the AGM and is independent of Thor Medical ASA. The board ensures that the company’s auditor on an annual basis presents to the audit committee the main features of the plan for the performance of the audit work. The auditor participates in meetings with the board that deals with the annual financial statements and, at least once a year, carries out a review of the company’s procedures for internal control in collaboration with the audit committee. In addition, the external auditor meets with the board, without management being present, at least once per year.
