Docusign Envelope ID: B3F07BCD-65F2-8967-8346-F939762A2871

DELLA GROUP ASA – RECOMMENDATION FROM THE NOMINATION COMMITTEE

The Nomination Committee of Dellia Group ASA (the "Company") is established pursuant to the Company's Articles of Association. One of the responsibilities of the Nomination Committee is to submit recommendations to the General Meeting regarding the election of shareholder-elected board members and members of the Nomination Committee, as well as remuneration for the Board of Directors, the Board's subcommittees, and the Nomination Committee.

The Nomination Committee was elected by the Extraordinary General Meeting on 19 August 2025 and consists of Jan Storli Eriksen (Chair of the Committee), John Ivar Fjerdingstad, and Dag Skipperud Johansen. The members were elected for a term lasting until the Annual General Meeting in 2027 and are therefore not up for election this year. It was stated in the annual report of 2025 that the Nomination Committee serves for a term of one year. The correct term is two years.

In preparation for the Annual General Meeting, the Committee has held meetings and assessed the need for changes to the composition of the Board. As part of its work, the Committee has reviewed the Board's self-evaluation and held discussions with board members, new candidates, and the Company's management.

All shareholder-elected board members are up for election this year.

The recommendation, including the rationale and further information about each candidate, is set out below.

1. COMPOSITION OF THE BOARD AND RECOMMENDATION FOR ELECTION OF THE BOARD

The General Meeting shall elect the Chair of the Board and the other shareholder-elected board members. The election shall be based on the recommendation of the Nomination Committee.

The Board currently consists of the following shareholder-elected members: Christian James-Olsen (Chair), Lisbeth Valther, Bjørn Pedersen, Mette Rokne Hanestad, and Hans Erik Horn. All members are up for election, with the exception of Hans Erik Horn who after four years of valued service on the Board has informed the Committee that he will not stand for re-election, effective from the Annual General Meeting. The remaining board members have confirmed their willingness to stand for re-election.

Based on the Board's self-evaluation and an overall assessment of the Board's need for competence, capacity, and diversity, the Nomination Committee has evaluated new candidates for the Board.

On 9 December 2025, the Company entered into an agreement with Dalis Chhorn regarding the acquisition of the shares in Kirirom Food Production (K.F.P) Co., LTD, which is the Company's main supplier of dried fruit products. The Nomination Committee proposes that Chhorn to be elected as board member from this Annual General Meeting. Chhorn has served as CEO of Kirirom Food Production since 2015, building extensive operational and production experience in the food manufacturing industry. She has also been a Board Member of SME Bank in Cambodia since 2020 and has served as Board Member in the Cambodian Water Association. Earlier in her career, Chhorn has held senior finance and management positions in Cambodia, including Vice-Managing Director, Board Member of Camintel and as Country Manager of the Association of Chartered Certified Accountants (ACCA) Cambodia. She holds a Master of Science in International Finance from CERAM Sophia Antipolis (France) and a Master of Business Administration in International Business from the Asian Institute of Technology (Thailand). Chhorn will contribute operational production experience and in-depth knowledge of the Company's key supplier relationship to the Board. Chhorn will not be considered independent of the Company's management.

The Committee also discussed the board members' terms of service. All board members are up for election at this year's General Meeting. Pursuant to the Articles of Association, board members shall be elected for one year at a time unless the General Meeting determines otherwise.

On this basis, the Nomination Committee resolved to recommend the following candidates for the Board:

Name	Position	Term Until
Christian James-Olsen	Chair of the Board	Until the AGM in 2027
Lisbeth Valther	Board Member	Until the AGM in 2027
Bjørn Pedersen	Board Member	Until the AGM in 2027
Mette Rokne Hanestad	Board Member	Until the AGM in 2027
Dalis Chhorn	Board Member	Until the AGM in 2027

With this composition, the Board will consist of five shareholder-elected members, of whom 60% are women and 40% are men. Lisbeth Valther and Mette Rokne Hanestad are considered independent of the Company's management, business relationships, and largest shareholders.

2. REMUNERATION FOR THE BOARD MEMBERS

The Nomination Committee proposes that remuneration for the board members for the period between last year's and this year's Annual General Meeting be set as follows:

Position	Remuneration
Chair of the Board	NOK 700,000
Other Board Members (per member)	NOK 350,000

Docusign Envelope ID: B3F07BCD-65F2-8967-8346-F939762A2871

Additional remuneration for committee leaders	NOK 100,000

3. REMUNERATION OF THE NOMINATION COMMITTEE

The Nomination Committee proposes that no remuneration be paid to the members of the Nomination Committee for the period between last year's and this year's Annual General Meeting.

The Committee's recommendations are unanimous.

Date: 18 May 2026

Jan Storli Eriksen