Borregaard — AGM Information 2015

Mar 25, 2015

Recommendations of the Nominating Committee to the Annual General Meeting - Item 6, 7 and 8

The work of the Nominating Committee

The Borregaard website contains separate information about the Nominating Committee and its mandate, as well as contact information for input to the Committee's work. The website also includes an information page about the 2015 Annual General Meeting with details of the nominations, and how to contact the Nominating Committee.

Since the last Annual General Meeting, the Nominating Committee has made a thorough assessment of the Board of Directors and its members, based on a review of the Board's own evaluation and on individual meetings with the Chair of the Board and the other shareholder- and employee-elected board members. There has also been dialogue with the company administration and a private meeting with the CEO in order to gain an understanding of the Board's needs for expertise. A letter has been sent to the 20 biggest shareholders with information about the Committee's work and how to contact and provide input to the Committee. There have subsequently been talks and meetings with a number of shareholders. This has provided valuable input for the considerations of the Nominating Committee.

Since the 2014 Annual General Meeting, the Committee has had five meetings. The Committee's decisions on proposed candidates to the Board and on rates of remuneration have been unanimous. Information about the proposed Board members is contained in an attachment to these recommendations.

Members of the Board of Directors

The Nominating Committee considers that the composition of the current Board is appropriate to the needs of the company and the requirements of the instructions for the Nominating Committee. Two of the five current shareholder-elected Board members have two or more years of experience from the Borregaard Board before the IPO in 2012. Two members joined at the time of the IPO in October 2012 and one was elected at the Annual General Meeting in April 2013. The meetings have been well attended.

The Nominating Committee has also discussed the number of members on the Board. The Nominating Committee considers that the current breadth and expertise of the Board is such that it is unnecessary to change the number of members.

Borregaard's activities are complex and it takes time to gain insight into and understanding of them. For this reason, continuity among the Board members is still desirable.

Based on an overall assessment, the Nominating Committee proposes re-election of all shareholderelected Board members. In accordance with an agreement and established practice, an employee representative has given an assessment of the proposal for the Chair of the Board. From among the Board members, the Nominating Committee proposes Jan A. Oksum as Chair of the Board

In accordance with previous practice, a term of office of one year, until the next Annual General Meeting, is proposed.

Proposals for Board members

• 1. The Nominating Committee proposes the following Board members:
• i. Jan A. Oksum (re-elected)
• ii. Terje Andersen (re-elected)
• iii. Jan Erik Korssjøen (re-elected)
• iv. Kristine Ryssdal (re-elected)
• v. Ragnhild Wiborg (re-elected)
• 1. The Nominating Committee proposes Jan A. Oksum as Chair of the Board
• 1. The Committee proposes a term of office of one year, until the next Annual General Meeting.

Members of the Nominating Committee

The Nominating Committee was elected at the 2014 Annual General Meeting for a term of two years. The Nominating Committee will therefore not be elected again until the 2016 Annual General Meeting.

Remuneration for the Board and Nominating Committee

The Nominating Committee has based its work on remuneration on a thorough review of comparable companies' remuneration levels for their boards and nominating committees.

The Nominating Committee believes the current level is similar to that of comparable listed companies in Norway, and proposes that the remuneration rates be adjusted by up to about 3% until the 2016 Annual General Meeting.

The Committee therefore believes that the proposal represents a competitive, but not leading, level of remuneration, corresponding to responsibilities, competence requirements and workload.

Proposed remuneration rates

The proposed remuneration rates apply from the 2015 Annual General Meeting until the next Annual General Meeting in 2016.

Chair of the Board: NOK 422 500 per year

Board member*: NOK 253 500 per year

Observer (employee-elected) **: NOK 84 500 per year

Deputy for observer ***: NOK 6400 per meeting

Chair of the Audit Committee: NOK 79 300 per year

Member of the Audit Committee*: NOK 53 000 per year

Chair of the Compensation Committee: NOK 47 400 per year

Member of the Compensation Committee*: NOK 37 000 per year

Chair of the Nomination Committee: NOK 52 500 per year + NOK 8500 per meeting above four meetings

Member of the Nomination Committee: NOK 37 000 per year + NOK 6800 per meeting above four meetings

* Remuneration for an employee-elected Board member also covers participation in Board committees.

** An observer is also a permanent deputy for an employee-elected Board member and remuneration for an observer also covers any function as an acting Board member.

*** The same remuneration rate also applies in a situation where a deputy for an observer acts as a Board member because both the employee-elected Board member and the observer are absent.

It is proposed that remuneration be paid in instalments throughout the period.

Oslo/Sarpsborg 10.2.2015 Terje Venold, Chair Mimi Berdal John Ove Ottestad

Appendix to the Nomination Committee's recommendation for election of Board members

Board of Directors

Jan Anders Oksum

Born 1950, Norwegian citizen

Education: Master in Chemical Engineering from the Norwegian University of Science and Technology, Trondheim, Norway.

Professional career: Mr. Oksum has more than 30 years' experience from the forestry industry. After joining Norske Skogindustrier ASA in 1979, Mr. Oksum has held various positions including VP Research, Mill Manager and SVP Business and Strategy Development. He was CEO of the company from 2004 to 2006. He has also been Research Associate at the Pulp and Paper Research Institute, Oslo.

Directorships and senior management positions last five years: Chemring Nobel AS (board member), Norconsult Holding AS (chair of the board) and Norconsult AS (chair of the board). Oksum has also had positions with Nuclear Protection Products AS (chair of the board and managing director), Sødra Cell AB (board member), Holmen, Gulliksen & Co AS (chair of the board), Hafslund Pellets Holding AS (board member), Biowood Norway AS (chair of the board) and Estate Media AS (chair of the board).

Mr. Oksum has been a member of Borregaard Industries Limited's Board of Directors since 2007 and Chair of the Board of Borregaard ASA since the listing of the company in 2012. He has participated in all eight board meetings since the last Annual General Meeting. Mr. Oksum holds (through a controlled company) 8000 shares in Borregaard ASA.

Terje Andersen

Born 1958, Norwegian citizen

Education: Degree in Business Administration (siviløkonom) from the Norwegian School of Economics and Business Administration (NHH), Bergen.

Professional career: Terje Andersen is CEO of Orkla Investments. Since 1989, Mr. Andersen has assumed various positions within the Orkla group, including CFO of Orkla ASA, Commercial Director of Lilleborg AS and CFO of Orkla Brands. Prior to joining the Orkla group, Mr. Andersen had experience from Nevi Finans AS and as Management Consultant in Deloitte Touche.

Directorships and senior management positions last five years: Orkla Energi AS (chair of the board), Sarpsfoss Ltd (chair of the board), Industriinvesteringer AS (chair of the board), Sapa AB (board member), Jotun AS (board member), Gränges AB (board member), Orkla Eiendom (board member) and Orkla Shared Services AS (board member). Andersen has also had positions as board member in Elkem AS and Elkem Solar AS.

Mr. Andersen has been a member/chair of Borregaard Industries Limited's Board of Directors since 2005 and a member of Borregaard ASA's Board of Directors since 2012. He has participated in all

eight board meetings since the last Annual General Meeting. Andersen holds 3 571 shares in Borregaard ASA.

Jan Erik Korssjøen

Born 1948, Norwegian citizen

Education: Masters' degree in Mechanical Engineering from the Norwegian University of Science and Technology, Trondheim.

Professional career: Mr. Korssjøen currently holds the position as Industry Professor at Buskerud and Vestfold University College. Mr. Korssjøen was CEO of Kongsberg Gruppen from 1999–2008, and has previously held a number of top management positions in the Kongsberg Industrial Cluster.

Directorships and senior management positions last five years: Cermaq ASA (board member), Aerospace Industrial Maintenance Norway Sf (chair of the board), Kongsberg Utvikling AS (chair of the board), EcoSubsea AS (chair of the board), Plan Norway (chair of the board), Oslofjordfondet (board member), Nammo AS (chair of the board) and KKP Eiendom AS (chair of the board). Korssjøen has also had positions with Telenor ASA (chair of the corporate assembly) and SINTEF (chair of the board).

Mr. Korssjøen has been a board member of Borregaard ASA since the company was listed on 18 October 2012. He has participated in all eight board meetings since the last Annual General Meeting. Korssjøen holds no shares in Borregaard ASA

Kristine Ryssdal

Born 1960, Norwegian citizen

Education: Cand. jur. (Law degree) from the University of Oslo and Master of Laws from the London School of Economics.

Professional career: Ms. Ryssdal has been with Statoil ASA since 2012, holding the position as VP Legal. Prior to joining Statoil, Ms. Ryssdal served as the Senior Vice President and Chief Legal Officer of Renewable Energy Corporation ASA. Prior to her position at Renewable Energy Corporation, Ms. Ryssdal held various positions including Attorney at the Norwegian Attorney General's Office, Legal Counsel for Norsk Hydro ASA and Senior Advisor for Commercial and Legal affairs of Norsk Hydro Canada Oil & Gas Inc.

Previous directorships and senior management positions last five years: REC Wafer Norway AS (member of the board of directors), REC Solar AS (member of the board of directors) and REC Silicon AS (board member), Kommunalbanken (member of the audit committee).

Ms. Ryssdal has been a board member of Borregaard ASA since the company was listed on 18 October 2012. She has participated in seven of eight board meetings since the last Annual General Meeting. Ryssdal holds no shares in Borregaard ASA.

Ragnhild Wiborg

Born 1961, Swedish citizen

Education: Master studies in Macroeconomics at Fundação Getulio Vargas in Sao Paulo, Bachelor of Science degree in Economics, Master in International Business at the Stockholm School of Economics and Business Administration, studies in French Language, French Politics and French History at Sorbonne University, Paris

Professional career: Ms. Wiborg is CEO of Wiborg Kapitalförvaltning Stockholm/Oslo. She has been partner, owner and portfolio manager in Wiborg Kapitalförvaltning since 2005. She has held senior positions in a number of financial institutions/companies, such as CIO/Portfolio Manager in Odin Fund Management, investment banking positions (corporate finance, equity analysis and sales) at Pareto Securities, Sundal & Collier(now ABG SundalCollier), Carl Kierulf & Co, Oslo and First National Bank of Chicago (now JPMorgan).

Directorships and senior management positions last five years: IM Skaugen (board member), REC Silicon (board member and chair of audit committee), EAM Solar (chair of the board), Gränges AB (board member), Sevan Drilling (board member), shareholder-elected nomination committee member of several listed companies such as SAS, Kværner, Prosafe, and Cermaq. Ms. Wiborg has been a member of the European Investor Working Group (elected by the Centre for European Policy Studies and the CFA Institute).

Ms. Wiborg has been a board member of Borregaard ASA since April 2013. She has participated in all eight board meetings since the last Annual General Meeting. Wiborg holds no shares in Borregaard.