Instruction for the nomination committee

1 The Nomination Committee's duties

1.1 The Nomination Committee shall make recommendations to the Annual General Meeting for the election of shareholder-elected members and deputy members to the Board of Directors, including the Chairman and the deputy chairman, when these positions are up for election, or when there has to be by-elections.

1.2 The Nomination Committee shall make recommendations to the Annual General Meeting on remuneration for Board members and deputies.

1.3 The Nomination Committee shall make recommendations to the Annual General Meeting for the election of the members of the Nomination Committee, including the Chairman of the Nomination Committee.


2 Composition, election and remuneration

2.1 The Nomination Committee consists of three members. The majority of the Committee shall be independent of the Board of Directors and the management. Board members, CEO or other representatives of the management may not be a member of the Nomination Committee.

2.2 Committee members, including the Chairman of the committee are elected by the Annual General Meeting. Members of the Nomination Committee are elected for one year.

2.3 After non-binding dialogues with the largest shareholders of the Company, the Nomination Committee shall submit its recommendations to the Annual General Meeting on election of the members of the Nomination Committee.

2.4 The Annual General Meeting determines the remuneration of the Nomination Committee annually in arrears. The remuneration shall be adjusted to the members' tasks and time spent, according to the committee’s statement of work.

2.5 All expenses of the Nomination Committee are paid by the Company.


3 Nomination Committee procedures and work

3.1 The Nomination Committee form a quorum when at least half of the members and the chairman of the committee are present in a meeting. The Committee cannot make decisions if unless all the members have been given the opportunity to participate in the meeting. The meetings of the Nomination Committee can also be conducted as tele- or video conferences.

3.2 Meetings of the Nomination Committee are convened by the Chairman and also when requested by two members. Meetings of the Nomination Committee must be summoned in an appropriate manner and with at least 8 days notice. The meetings are chaired by the Chairman.

3.3 The Committee shall at its meetings receive an updated register of shareholders.

3.4 The Nomination Committee may and should collect information from the administration, Board of Directors and shareholders relevant for the work of the Nomination Committee.

3.5 The Nomination Committee shall when performing its duties ensure that the composition of the Board of Directors is suitable to protect shareholders' interests and the Company's need for expertise, capacity and diversity. The Nomination Committee shall also take into consideration the composition of the Board of directors to ensure that the Board can act independently of vested interests and seek to achieve a composition that is consistent with applicable guidelines for good corporate governance on the Oslo Stock Exchange.

3.6 The Nomination Committee shall when performing its duties actively seek the advice of the shareholder community, to ensure the support from the largest shareholders.

3.7 Minutes of meetings has to be prepared and signed by the members. If the committee's decision is not unanimous, the dissenting members' reasoned opinion must be entered in the minutes. The Chairman of the Board has the right to review the minutes.


4. Nomination Committee Recommendations

4.1 The Nomination Committee's recommendations to the Annual General Meeting shall, if possible, be submitted to allow these to be communicated to shareholders at the same time as the summons to the Annual General Meeting. The recommendations can also be communicated to shareholders in any other appropriate manner, for example, through the Oslo Børs information system or the Company’s website. A copy of the recommendations must be sent to the Chairman of the Board. The same applies to proposals for changes in the instructions for the Nomination Committee.

4.2 The Recommendations of the Nomination Committee shall be substantiated.

4.3 The Chairman of the Nomination Committee, or whom the Chairman designates, submits the recommendations to the Annual General Meeting.