Elektroimportøren AS — Proxy Solicitation & Information Statement 2023

Sep 7, 2023

OFFICE TRANSLATION

Elektroimportøren AS

The Nomination Committee's recommendation to the extraordinary General Meeting on 25 September 2023

1. The work of the Nomination Committee

The Nomination Committee of Elektroimportøren AS was established and elected by the company's annual General Meeting held on 2 May 2023 and consists of:

• Åsa Otterlund (leader); and
• Kjetil Garstad

Amund Skarholt and Robert Ingberg Iversen have announced that they wish to step down from the Board at an appropriate time for personal reasons. The Nomination Committee has therefore initiated a process to identify new candidates for the Board of Directors. As the Nomination Committee is newly established, it has considered it appropriate to assess the overall composition of the Board of Directors.

In this connection, the Nomination Committee has been in contact with several of the company's largest owners and interviewed board members and the CEO to gain insight into the work of the Board of Directors, as well as input on the composition of the Board of Directors and the necessary expertise to meet the company's development opportunities. In addition, a board evaluation has been carried out. The Committee has also held discussions with and assessed potential candidates for the Board of Directors. The committee has held a number of Nomination Committee meetings and communicated by telephone and e-mail.

The committee hereby submits its unanimous recommendation to the company's extraordinary General Meeting to be held on 25 September 2023.

2. Proposal for election of board members

According to the current Articles of Association, the Board of Directors must consist of at least three members. The Board of Directors currently has four members. The Nomination Committee believes that it will be important to maintain a solid and broad professional background that includes a combination of national and international retail experience, omni-channel experience, as well as financial and strategic expertise. Furthermore, the Nomination Committee believes that it will be important to strive for a good gender balance and maintain good continuity to ensure progress in the board's work.

The Nomination Committee recommends that board members Gaute Gillebo and Kjersti Hobøl are re-elected.

The Nomination Committee further recommends that Vegard Søraunet, Kjetil Garstad and Eja Tuominen are elected as new board members.

For a presentation of the new members and the detailed reasons for the proposal, see Appendix 1.

The Nomination Committee recommends Vegard Søraunet as Chairman of the Board of Directors.

As a result of the Nomination Committee's recommendation, the Board of Directors must be expanded to five directors, which is within the framework of the company's Articles of Association.

The Nomination Committee proposes that the Board of Directors be elected for a period until the Annual General Meeting to be held in 2025.

Kjetil Garstad has not participated in the consideration of his own candidature.

The Nomination Committee's assessment is that the proposed board fulfils the requirements in chapter 8 of the Norwegian Corporate Governance Code and that it will be able to safeguard the interests of the shareholder community and the company's need for expertise, capacity and diversity. Kjersti Hobøl and Eja Tuominen are considered to be independent board members. Gaute Gillebo and Vegard Søraunet represent Aeternum Capital AS. Kjetil Garstad represents Stenshagen Invest AS. The Nomination Committee's assessment is that the proposed board will be able to function well as a collegial body and that it will be able to act independently of special interests.

3. Proposal for annual fees for members of the Board of Directors

The Nomination Committee's mandate also includes submitting proposals for remuneration to the members of the Board of Directors.

Based on observations in the market and assessments of the scope of the acquisitions, the Nomination Committee proposes that the fees for board members be increased somewhat compared to previous years in order to remain competitive.

The Nomination Committee recommends to the General Meeting that the annual remuneration to the members of the Board of Directors, for the period from 2 May 2023 until the annual General Meeting to be held in 2024, be set as follows:

• Ordinary board members: NOK 200,000 (NOK 200,000 for the period until the Annual General Meeting held in 2023)
• Chairman of the Board of Directors: NOK 400,000 (NOK 300,000 for the period until the Annual General Meeting held in 2023)

For board members who join or resign between two annual general meetings, the fee shall be calculated pro rata.

4. Proposal for annual fees for members of the Audit Committee

The company plans to establish an audit committee with effect from the first board meeting after the extraordinary General Meeting. The members of the Audit Committee are elected by and among the members of the Board of Directors.

The Nomination Committee proposes that the members of the audit committee are remunerated separately for the additional work involved in being a member of the audit committee. The Nomination Committee's proposal for remuneration is based on observations in the market and assessments of the scope of the audit committee's work.

The Nomination Committee recommends to the General Meeting that the annual fee to the members of the audit committee be set as follows:

• Leader: NOK 50,000
• Other members: NOK 25,000
• 5. Proposal for election of a new member to the Nomination Committee

According to the company's Articles of Association, a majority of the members of the Nomination Committee must be independent of the Board of Directors and the company's management. If Kjetil Garstad is elected to the Board of Directors, this requirement will no longer be met. The Nomination Committee therefore proposes that a new member is elected to the Nomination Committee to replace Kjetil Garstad. According to the Nomination Committee's instructions, adopted by the General Meeting on 2 May 2023, the Nomination Committee shall propose new members to the General Meeting.

In its work to find a new member of the Nomination Committee, the Nomination Committee has taken input from the company's management and the largest shareholders.

The Nomination Committee recommends to the General Meeting that Jørgen Stenshagen is elected as a new member of the Nomination Committee for the period until the annual General Meeting to be held in 2025.

The Nomination Committee's assessment is that Jørgen Stenshagen, based on their expertise and experience, will be able to contribute positively to the Nomination Committee's work. The recommendation is supported by several of the company's major shareholders.

The Nomination Committee's assessment is that the proposed composition of the Nomination Committee is appropriate to safeguard the interests of the shareholder community. All of the members are independent of the Board of Directors and other senior executives in the company.

A brief presentation of Jørgen Stenshagen is included as Appendix 2.

6. Proposal for remuneration for the members of the Nomination Committee

According to the Nomination Committee's instructions, adopted by the company's General Meeting on 2 May 2023, the Nomination Committee shall propose remuneration to the members of the Nomination Committee. In its work, the Nomination Committee has analysed information on remuneration paid to the Nomination Committees of comparable companies.

The Nomination Committee recommends to the General Meeting that the annual fee to the members of the audit committee be set as follows:

• Leader: NOK 40,000
• Members: NOK 20,000

The Nomination Committee in Elektroimportøren AS

7 September 2023

Åsa Otterlund, leader Kjetil Garstad

Appendix 1: Presentation of the board members

Vegard Søraunet (1980) (proposed new chairman of the Board of Directors)

Vegard Søraunet is a partner and founder of Aeternum Capital AS and Aeternum Management AS, where he works as CEO and Investment Director. He holds a Master of Business Administration from BI Norwegian Business School with a specialisation in finance from Bond University. He has previous experience from auditing at PwC, analyst, manager and investment director from ODIN Forvaltning and Seatankers Management.

Other relevant directorships/significant positions:

• Skistar AB
• ACapital Sweden SS HoldCo AB
• ITAB Group AB
• Aeternum Management AS

Ownership interests in the company: Vegard Søraunet does not own any shares in the company. Aeternum Capital AS controls 6,568,923 shares in the company, corresponding to approximately 24.53 per cent of the total number of shares.

Kjetil Garstad (1976) (proposed new board member)

Kjetil Garstad works for Stenshagen Invest AS. He graduated from the Norwegian School of Economics and Business Administration (NHH) in 2001 and has been employed by Stenshagen Invest AS since 2014. He has previous experience from UBS AG, Enskilda Securities and Arctic Securities.

Other relevant directorships/significant positions:

• Protector Forsikring ASA
• B2 Holding ASA,
• Øgreid Invest AS
• Steel City AS

Ownership interests in the company: Kjetil Garstad does not own any shares in the company. Stenshagen Invest AS controls 1,504,348 shares in the company, corresponding to approximately 7.18 per cent of the total number of shares.

Eja Tuominen (1965) (proposed new board member)

As a businesswoman with a background from IKEA and Kesko, among others, Eja Tuominen has extensive experience of growth, improving the customer experience across multiple channels, driving commercial success, promoting product development and innovation. She has also built up significant expertise in international trade and ecommerce as well as a good understanding of logistics and transport. Eja holds degrees from the Helsinki School of Business and Economics and Harvard, among others.

Other relevant directorships/significant positions:

• VIESER Oy
• SAMS Norway

Ownership interests in the company: Eja Tuominen does not own any shares in the company.

Gaute Gillebo (1980) (proposed re-elected board member)

Gaute Gillebo has been a board member of the company since 2018. Mr Gillebo is a partner and Investment Director at Aeternum Capital, where he joined in 2021. He has extensive board experience from various companies and sectors. Prior to becoming a partner at Aeternum Capital, Gillebo worked for 12 years at the PE company Herkules Capital. He has also worked with M&A at ABG Sundal Collier and Norden Investment Banking and has experience from PwC. He holds an MSc in Economics from the Norwegian School of Economics and Business Administration, specialising in finance and financial economics. During the past year, Mr Gillebo has participated in all board meetings.

Other relevant directorships/significant positions:

• Aeternum Management AS
• Theory exam AS
• Lime Green Digital AS
• Insight Holding

Ownership interests in the company: Gaute Gillebo does not own any shares in the company. Aeternum Capital AS controls 6,568,923 shares in the company, corresponding to approximately 24.53 per cent of the total number of shares.

Kjersti Hobøl (1961) (proposed re-elected board member)

Kjersti Hobøl was elected to the board in connection with the company's listing on Euronext Growth in 2021. Hobøl has extensive management experience and is known for having successfully completed restructuring processes in both Princess and KID. Hobøl currently also holds the position as CEO of Nille. Hobøl holds a degree from BI Norwegian Business School.

In the past year, Hobøl has participated in 9 av 11 board meetings.

Other relevant directorships/significant positions:

• XXL ASA
• Orkla Foods Europe AS
• Axer Eiendom AS
• Nille AS
• Carucel AS
• Aspelin Ramm Holding AS

Ownership interests in the company: 11,000 shares through the company Hobøl Invest AS.

Appendix 2: Presentation of new member of the Nomination Committee

Jørgen Stenshagen (1976) has a degree in economics from NHH, an MBA in finance and has also studied philosophy and history. Stenshagen has nine years of experience as an analyst from Alfred Berg. Since 2010, he has headed Stenshagen Invest and held various board positions and experience from Nomination Committee work in several listed companies.