Gjensidige Forsikring ASA

AGM Information • Mar 1, 2022

To: The General Meeting of Gjensidige Forsikring ASA From: The Nomination Committee Date: 1 March 2022

The Nomination Committee's recommendations for 2022

The work of the Nomination Committee

The General Meeting of Gjensidige Forsikring ASA adopted revised rules of procedure for the Nomination Committee's work on 28 March 2019. The Nomination Committee has conducted its annual review of the rules of procedure and concluded that minor amendments are needed (see item 12-22). The current rules of procedure and the proposed new rules of procedure are available on the Company's website, www.gjensidige.no.

The Nomination Committee shall propose candidates for the Board, the Chair of the Board, the Nomination Committee, the Chair of the Nomination Committee, the Company's auditor, and remuneration of the above-mentioned office holders. The Committee has organised its work in line with the rules of procedure. The Nomination Committee has held two physical meetings and three Teams meetings in the period between the previous annual general meeting and the annual general meeting in 2022.

The Nomination Committee has reviewed the Board's self-evaluation and held discussions with all the board members individually, the CEO and the external auditor in the period September–October 2021. Board members are encouraged to own shares in the Company.

In addition to the Committee's contact with the Gjensidige Foundation, a letter was sent to the ten biggest shareholders in which they were invited to provide input to the nomination process. In its contact with the biggest shareholders, the Nomination Committee also requested feedback about the election of members of the Committee. All shareholders have had an opportunity to submit proposals for candidates via the Company's website. The proposals received have been taken into account.

Gjensidige Forsikring ASA is a public limited liability company and thereby subject to regulatory provisions relating to the composition of the Board. The Nomination Committee is concerned with ensuring that the Board is broadly composed and that it works well as a collective, while meeting the Company's needs as regards expertise, capacity and diversity. The Committee has emphasised balance and diversity with respect to gender, age, experience and expertise, as well as representation from different parts of Norway and the Nordic countries. The Committee is concerned with continuity as well as renewal to ensure the Board's overall expertise in light of the Company's strategic needs. The Nomination Committee has carried out an overall assessment of the Board and its capacity. It is the Nomination Committee's opinion that the nominated Board is well suited to attend to the duties and tasks associated with board work in Gjensidige Forsikring ASA.

13 a) Election of board members and the Chair of the Board

It follows from the Financial Institutions Act and the Company's Articles of Association that shareholder-elected board members shall be elected by the General Meeting. During the period 2021/2022, the Board has consisted of the following members:

Name	Office	Elected for the first time
Gisele Marchand	Chair	2010
Hilde Merete Nafstad	Member	2017
Eivind Elnan	Member	2017
Vibeke Krag	Member	2018
Terje Seljeseth	Member	2018
Tor Magne Lønnum	Member	2020
Gunnar Robert Sellæg	Member	2020
Ellen Kristin Enger	Member (employee-elected)	2020

Ruben Kristiansen	Member (employee-elected)	2020
Sebastian Gaabe Kristiansen	Member (employee-elected)	2020

The Chair of the Board and board members are elected for one year at a time.

The Gjensidige Foundation nominates three candidates for the Board.

One of the board members elected by and from among the employees has participated in and endorsed the Nomination Committee's recommendation concerning the office of Chair of the Board, cf. Article 2-4 of the Articles of Association and Article 2 of the Rules of Procedure for the Nomination Committee.

On this basis, the Nomination Committee presents its recommendation for Chair of the Board and shareholder-elected board members.

Recommendation:

The Nomination Committee recommends that the following shareholder-elected members of the Board of Gjensidige Forsikring ASA be elected for a period of one year:

Chair	Re-election
Member	Re-election
Member	Re-election
Member	Re-election
Member	Re-election
Member	Re-election
Member	Re-election

Information about all the nominated candidates is enclosed.

13 b) Election of members of the Nomination Committee

All members are now up for election and will be elected for a term of one year.

During the period 2021/2022, the Nomination Committee has consisted of the following members:

Name	Office	Elected for the first time
Trine Riis Groven	Chair	2020
Iwar Arnstad	Member	2020
Marianne Ødegaard Ribe	Member	2017
Pernille Moen Masdal	Member	2019
Henrik Bachke Madsen	Member	2020

It follows from Article 2-4 of the Articles of Association that the Nomination Committee shall have four to six members. During the period from the general meeting in 2021 to the general meeting in 2022, the Nomination Committee has consisted of five members.

Recommendation:

The Nomination Committee recommends that the following members of Gjensidige Forsikring ASA's Nomination Committee be elected for a term of one year:

Trine Riis Groven	Chair	Re-election
Iwar Arnstad	Member	Re-election
Marianne Ødegaard Ribe	Member	Re-election
Pernille Moen Masdal	Member	Re-election
Henrik Bachke Madsen	Member	Re-election

Information about all the nominated candidates is enclosed.

13 c) Election of external auditor

Deloitte AS represented by statutory auditor Eivind Skaug is the Company's external auditor. Pursuant to Article 2-4 of the Articles of Association, the Nomination Committee shall submit a recommendation to the General Meeting for the election of the Company's external auditor for a term of one year.

The Nomination Committee has obtained the Audit Committee's statement and evaluation of the external auditor, in addition to the management's assessment. On this basis and following a review of the auditor's fee for 2021, including the fee for non-statutory services, the Nomination Committee, on the recommendation of the Audit Committee, recommends that Deloitte AS be re-elected as external auditor.

Recommendation:

The Nomination Committee recommends that Deloitte AS be re-elected as the Company's external auditor.

In the Committee's view, the recommendation complies with the Norwegian Code of Practice for Corporate Governance (NUES).

Gjensidige's practice has been to adjust the fees every year in line with the general wage growth for executive personnel in the Company. The Nomination Committee has conducted a thorough investigation of the fees paid to board members in comparable enterprises, and found that an additional adjustment is warranted from time to time to ensure a gradual increase in the remuneration of board members.

On this basis, we propose that the remuneration of board members for the period from the general meeting in 2022 to the next general meeting be increased by around 5%, and that the remuneration of the Board's select committees and the Nomination Committee be increased by around 5%. No adjustments are proposed for additional fees for extra meetings over and above a specified number of meetings.

The Nomination Committee proposes the following fees in NOK (last year's fees in brackets):

Board of Directors:

Office	Fixed fee	Additional fee
Chair	698,000 (665,000)	10,100* (10,100)
Board member	350,000 (333,000)	8,900* (8,900)
* Per meeting in excess of 11 meetings
Audit Committee:
Office	Fixed fee	Additional fee
Chair	192,000 (183,000)	-
Member	127,000 (121,000)	-
Risk Committee:
Office	Fixed fee	Additional fee
Chair	135,000 (129,000)	-
Member	90,000 (86,000)	-
Remuneration Committee:
Office	Fixed fee	Additional fee
Chair	34,000 (33,000)	10,100* (10,100)
Member	25,000 (24,000)	8,900* (8,900)
* Per meeting in excess of 4 meetings
Nomination Committee:
Office	Fixed fee	Additional fee
Chair	58,500 (55,500)	10,100* (10,100)
Member	36,500 (34,500)	8,900* (8,900)

*Per meeting in excess of 4 meetings

The Nomination Committee recommends that the Company's auditor receive a fee of NOK 4,600,000 (incl. VAT) for the statutory audit of Gjensidige Forsikring ASA for the 2021 financial year (on submission of invoice).

Applies to all governing bodies

Meetings convened in the ordinary manner, including telephone meetings and digital meetings, are deemed to be one meeting. Meetings that last two days are deemed to be one meeting. Participation in meetings of other bodies, such as the General Meeting, is included in the annual fee.

Fees are paid quarterly in arrears, for the first time on 20 July 2022.

A proportional part of the annual fee is paid for periods of less than a year.

Gisele Marchand (1958) Chair of the Board

Marchand was elected Chair of the Board in 2018 and has been a member of Gjensidige's Board since 2010. She is also Chair of the Remuneration Committee and a member of the Risk Committee.

Gisele Marchand holds an MBA from Copenhagen Business School.

Marchand is a member of the board and chair of the audit committee at Norgesgruppen ASA and chair of the board of Norgesgruppen Finans Holding AS. She is also a member of the board and chair of the audit committee at Scatec ASA. She is a member of the board of Selvaag Bolig ASA, where she is also a member of the remuneration committee and chair of the audit committee. She is a member of the board of Eiendomsspar AS, Victoria Eiendom AS and chair of the board of Nationaltheatret AS and Boligbygg Oslo KF. She is a member of Entra Eiendom AS's nomination committee. She has also previously been a member of a number of other boards, including at Norske Skog ASA and Oslo Børs AS.

Marchand has previously been CEO of the law firm Haavind AS, Eksportfinans AS, the Norwegian Public Service Pension Fund and Bates Group, and Executive Vice President at Den norske Bank, with responsibility for retail and commercial customers in Norway.

Marchand has extensive management experience from the financial sector, in addition to broad insurance expertise through many years on Gjensidige Forsikring's Board. Marchand also has broad expertise in sustainable development from several different sectors.

Gisele Marchand is independent of key employees, main business partners and the main shareholder.

Marchand is up for re-election to the Board in 2022.

Marchand owns 1,481 shares in Gjensidige Forsikring ASA.

Vibeke Krag (1962) Board member

Vibeke Krag has been a member of Gjensidige's Board since 2018, and she is also Chair of the Audit Committee.

Krag has a master's degree in law (cand.jur.) from the University of Copenhagen, and a Board Leadership Masterclass from Copenhagen Business School.

She is a member of the board of Nykredit A/S, Nykredit Realkredit A/S, Heimstaden AB, Heimstaden Bostad AB (Publ) and Konkurrencerådet (the Danish competition authority), appointed by the Danish government. Krag is also on the board of representatives of the Danish pension group ATP, and a member of the board of several small public institutions. She is also a member of the nomination committee for the University of Copenhagen.

Krag has broad management experience, legal expertise and extensive expertise and experience in insurance. She also has considerable experience of board work in a number of companies in the insurance, finance and energy sectors as well as public boards and committees.

Vibeke Krag is independent of key employees, main business partners and the main shareholder.

Krag is up for re-election to the Board in 2022.

Krag owns 1,500 shares in Gjensidige Forsikring ASA.

Terje Seljeseth (1960) Board member

Terje Seljeseth has been a member of Gjensidige's Board since 2018, and he is also a member of the Risk Committee.

Seljeseth is an ADB candidate/IT from Oslo Computer College (Datahøgskolen i Oslo) and holds a degree in mathematics/informatics from the University of Oslo.

He is a member of the board of Headhunter.ru in Russia, TX Markets in Switzerland and Spond AS in Norway.

Seljeseth is Chief Product Officer and a member of the board of Videocation.no AS, which he also founded. Until recently, he also worked on investments and analytics at Blommenholm Industrier, the biggest owner of Schibsted, with a controlling interest. He held the position of CEO of Schibsted for many years and was responsible for developing Schibsted Classified Media (now Adevinta) and the business area Products and Technology. In addition, he has held various executive positions in technology at Schibsted, where he in 1999 started FINN.no and managed the company the first ten years.

Terje Seljeseth is independent of key employees, main business partners and the main shareholder.

Seljeseth is up for re-election to the Board in 2022.

Seljeseth owns 2,505 shares in Gjensidige Forsikring ASA.

Hilde Merete Nafstad (1963) Board member

Hilde Merete Nafstad has been a member of Gjensidige's Board since 2017, and she is also Chair of the Risk Committee.

Nafstad holds an MBA degree (siviløkonom) from BI Norwegian Business School.

Nafstad is a member of the board of the Gjensidige Foundation, and holds several directorships in Equinor's international subsidiaries.

Nafstad is VP of Finance and Control at Equinor. She has previously held several senior positions at Equinor (formerly Statoil), Norsk Hydro, Saga Petroleum and in the Ministry of Petroleum and Energy.

Hilde Merete Nafstad is independent of key employees and main business partners.

Nafstad is up for re-election to the Board in 2022.

Nafstad owns 2,946 shares in Gjensidige Forsikring ASA.

Eivind Elnan (1974) Board member

Eivind Elnan has been a member of Gjensidige's Board since 2017, and he is also a member of the Audit Committee.

He holds an MSc in Industrial Economics and Technology Management (sivilingeniør) from the Norwegian University of Science and Technology (NTNU).

Elnan is a member of the board of the Gjensidige Foundation. He is chair of the board of Ax Innovasjon AS, Industrivegen 10 Verdal AS, FPS Holding AS and Boligbyggelaget Midt.

Elnan has founded and built up several technology companies, including Securo AS and Hypoxic Technologies AS, which in 2017 become part of the German Wagner Group, where he is now the general manager.

Elnan has previous work experience from Securo AS, Innherred Vekst AS and Accenture and other firms.

Eivind Elnan is independent of key employees and main business partners.

Elnan is up for re-election to the Board in 2022.

Elnan owns 2,200 shares in Gjensidige Forsikring ASA.

Tor Magne Lønnum (1967) Board member

Tor Magne Lønnum has been a member of Gjensidige's Board since 2020, and he is also a member of the Audit Committee.

Lønnum is a registered public accountant from BI Norwegian Business School, and holds the exam for state-authorised public accountants from the Norwegian School of Economics (NHH), as well as an Executive Master of Business and Administration from the University of Bristol and École Nationale des Ponts et Chaussées.

Lønnum is a member of the board of Recover Nordic. Lønnum has previous experience as chair of the board of Lindorff, and as board member of TGS Nopec Geophysical Company ASA, Bakkafrost and SR Bank.

Lønnum is currently CFO of Falck A/S. He has previous experience as CFO of Aimia Inc., Tryg AS and Tryg Forsikring AS. Lønnum also has experience as manager at KPMG AS, CFO and EVP for Strategy and Group Development of Gjensidige NOR Forsikring and as CFO of Gjensidige Forsikring ASA.

Tor Magne Lønnum is independent of key employees, main business partners and the main shareholder.

Lønnum is up for re-election to the Board in 2022.

Lønnum owns 12,000 shares in Gjensidige Forsikring ASA.

Gunnar Robert Sellæg (1973) Board member

Gunnar Robert Sellæg has been a member of Gjensidige's Board since 2020, and he is also a member of the Remuneration Committee.

Sellæg holds an MSc degree (sivilingeniør) with the emphasis on process control from the Department of Chemical Engineering at the Norwegian University of Science and Technology (NTNU) / the Norwegian Institute of Technology (NTH).

Sellæg is a member of the Board of the Gjensidige Foundation. He is also chair of the board of Catenda AS, Mimiro AS, Dogu-SalesScreen AS, Inspera AS and Laft.io AS, and a member of the board of NTEASA, Amedia AS and Dossier Solutions AS.

Sellæg has broad experience of startups, digital initiatives, innovation and internationalisation, including services such as WiMP/Tidal, E24, Min Sky and Appear.in/Whereby. He has held various positions at Schibsted, including as CEO of Aftenposten Multimedia AS and Aspiro AB, and Chief Product Officer and EVP Markets at Telenor Group ASA. In 2017, he was one of the three entrepreneurs who started Spring Capital Polaris, where he is currently partner and investor.

Gunnar Robert Sellæg is independent of key employees and main business partners.

Sellæg is up for re-election to the Board in 2022.

Sellæg owns no shares in Gjensidige Forsikring ASA.

Ellen Kristin Enger (1963) Board member

Ellen Kristin Enger joined Gjensidige's Board as an employee representative in 2020, and she is also a member of the Remuneration Committee.

Enger works as a certified insurance adviser in accident and health insurance at Gjensidige Forsikring.

She has been employed in Gjensidige Forsikring since 1986, and she is Gjensidige Forsikring's chief union representative. Enger is a member of the board of Gjensidige Pensjonskasse and the Finance Sector Union of Norway's Vestfold and Telemark branch, and a deputy member of the Finance Sector Union's central executive committee.

She is up for re-election to the Board in 2022.

Enger owns 1,211 shares in Gjensidige Forsikring ASA at 31 December 2021.

Ruben Pettersen (1988) Board member

Ruben Pettersen joined Gjensidige's Board as an employee representative in 2020, and he is also a member of the Audit Committee.

Pettersen holds a bachelor's degree in Business and Administration (specialisation in economics) from Trondheim Økonomiske Høgskole.

Pettersen has been employed in Gjensidige Forsikring since 2013, and he is the main employee representative for the Private division.

Pettersen is up for re-election to the Board in 2022.

Pettersen owns 513 shares in Gjensidige Forsikring ASA at 31 December 2021.

Sebastian Buur Gabe Kristiansen (1987) Board member

Sebastian Buur Gabe Kristiansen joined Gjensidige's Board as an employee representative in autumn 2020, and he is also a member of the Risk Committee.

He is the union representative for Forsikringsforbundet at Gjensidige Forsikring in Denmark.

Gabe Kristiansen has a financial degree in insurance, pension and secured credit from Niels Brock in Copenhagen, and supplementary education from the Danish Insurance Academy.

Gabe Kristiansen has held various positions at both Alka Forsikring and If. At Gjensidige, he has worked on claims processing and system development.

Gabe Kristiansen is up for re-election to the Board in 2023.

Gabe Kristiansen owns 417 shares in Gjensidige Forsikring ASA at 31 December 2021.

Trine Riis Groven (1977) Chair of the Nomination Committee

Master's degree in management from the University of Agder, bachelor's degree in economics from Jacksonville University, Master of Business Administration courses from Jacksonville University, Florida.

Riis Groven is general manager of Butikkpartner AS.

Trine Riis Groven is Chair of the Board of the Gjensidige Foundation after serving as deputy chair and board member.

She has previous experience as general manager at Grenland Invest, CEO of the R8 Property Group, Executive Director and head of advisory services at EY's South region, interim financial manager and financial adviser for Telemark County Authority, customer adviser for Gjensidige Forsikring and higher executive officer at Skien Trygdekontor.

Riis Groven has experience as a Chair of the Board in several subsidiaries of Butikkpartner AS and has experience as Board member and member of election committees from various companies as Grenland havn IKS, R8 Management AS, SSBL, Odds Football Club and a number of real estate companies.

Iwar Arnstad (1961) Member of the Nomination Committee

Holds degrees from the University of Gothenburg and the School of Business, Economics and Law at the University of Gothenburg.

Arnstad is head of the Norwegian Courts Administrations international secretary.

Iwar Arnstad is Chair of the Nomination Committee of the Gjensidige Foundation. He is Chair of the Board of Friskgården, Stjørdal Tangen Næringsbygg and Vision Remote, and a board member of Friskgården HMS Værnes.

Arnstad has experience as a board member of Gjensidige Stjørdal Brannkasse, the Gjensidige Foundation and Statens Allmennkringkastingsråd. He also has experience as information manager for Sør-Trøndelag County Authority, information manager, editor and deputy general director of the Centre Party, as well as CEO and editor of Västerbygdens Tidning AB.

Marianne Ødegaard Ribe (1968) Member of the Nomination Committee

Master's degree in business and economics (siviløkonom), BI Norwegian Business School.

Marianne Ødegaard Ribe is the CEO of NorgesGruppen Servicehandel.

She has previously been Senior Vice President with responsibility of marketing and business development at NSB AS. Ribe has also worked as regional director for brands at LEGO Europe North, head of marketing for LEGO Norway AS, key account manager at Jordan AS and product manager at Jordan AS.

Ribe holds directorships in several of NorgesGruppen's subsidiaries, and is a member of the board of Viking Footwear, Grieg Seafoods ASA and Flytoget AS.

Pernille Moen Masdal (1988) Member of the Nomination Committee

Master's degree in business and economics (siviløkonom), the Norwegian School of Economics (NHH).

Completed the course Board Expertise 1 at BI Norwegian Business School through the Confederation of Norwegian Enterprise's (NHO) management development programme Female Future.

Pernille Moen Masdal is a portfolio manager at Folketrygdfondet, with responsibilities for the shipping, transport, banking and financial sectors. Moen Masdal is a member of the board of NFF (Norske Finansanalytikeres Forening).

She has previously worked in investment banking at DNB Markets and has been a deputy board member of Ungt Entreprenørskap Hordaland.

Henrik Bachke Madsen (1979) Member of the Nomination Committee

Master's degree (sivilingeniør) in Industrial Economics and Technology Management from the Norwegian University of Science and Technology (NTNU). Erasmus exchange grant to ETH in Switzerland, at the Department of Management and Economics. Officer Candidate School for the Cavalry.

Henrik Bachke Madsen is head of Master Data Management, BI & Analytics (CDO) at TINE.

Bachke Madsen has held various manager and project manager positions at TINE, including as head of the Styrk TINE transformation programme. He has been a partner in the consultancy firm Bene Agere and senior consultant of Capgemini Consulting.