Hunter Group ASA

Board/Management Information • Apr 15, 2019

Report and recommendations from the Nomination Committee to the Annual General Meeting of Hunter Group ASA to be held on 25 April 2019

Report from the Committee

Hunter Group ASA elected Mr. Haakon M. Sæter (Chair) and Mr. Arne Fredly to the Nomination Committee at the Annual General Meeting in 2018.

The principle responsibilities of the Committee are to evaluate and submit recommendations to the Annual General Meeting in respect of the following matters:

• Nominees for election as members and deputy members of the Board of Directors of Hunter Group ASA and the Chair of the Board of Directors;
• Nominees for election as members of the Nomination Committee and the Chair of the Nomination Committee; and
• Proposal for remuneration of the members of the Board of Directors and any Board committees.

The Nomination Committee of Hunter Group ASA comply with the current Norwegian Code of Practice for Corporate Governance as further described in Instructions for the Nomination Committee of Hunter Group ASA.

The Nomination Committee has held formal and informal meetings in preparation for the Annual General Meeting to discuss board remuneration and committee remunerations. The Nomination Committee has also discussed the committee's work and has held meetings and discussions with shareholders and the Hunter Group administration.

Nomination Committee recommendation

Board of Directors, composition

No Board members are up for election on the 2019 Annual General Meeting. The Board of Directors of Hunter Group ASA comprises the following three Directors:

• Henrik A. Christensen, Chair (period of service until AGM 2020)
• Kristin Hellebust (period of service until AGM 2020)
• Arne Fredly (period of service until AGM 2020)

Nomination Committee, composition

The Nomination Committee has received the following proposal, from major shareholders, with respect to composition of a new Nomination Committee: Mr. Jakob Iqbal (Investment Director, Sundt AS) will take over as chair of the Nomination Committee and Mr. Arne Fredly will continue as member to the Nomination Committee.

The Nomination Committee suggests Mr. Jakob Iqbal (chair) and Mr. Arne Fredly (member) as the composition of the Nomination Committee with period of service until AGM 2021.

Board of Directors, remuneration

The Nomination Committee considers that the level of Board remuneration for Hunter Group ASA should be competitive and comparable with similar listed companies in Norway.

The Nomination Committee therefore proposes that Director's remunerations for Board and committee services for the period from the Annual General Meeting in 2018, and up to the Annual General Meeting in 2019, in accordance with the following:

• Henrik Christensen, Chair, NOK 150,000
• Kristin Hellebust, NOK 100,000
• Arne Fredly, NOK 0

Nomination Committee, remuneration

The Nomination Committee proposes the following level of compensation to its members:

• Mr. Haakon M. Sæter (chair): NOK 0
• Mr. Arne Fredly (member): NOK 0

Oslo, 15. April 2019

The Nomination Committee

Haakon M. Sæter, Chair Arne Fredly