NRC Group — AGM Information 2024

Apr 17, 2024

Proposal from the Nomination Committee of NRC Group ASA to the Annual General Meeting of the company to be held on 8 th of May 2024

NRC Group ASA established a Nomination Committee at the Annual General Meeting in 2015. The current Nomination Committee members are Mr. Esa Rautalinko (Chair), Mr. Ole-Wilhelm Meyer and Mr. Lasse Johan Olsen.

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

• Nominees for election as members of the Board of Directors of NRC 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
• Proposal for remuneration of the members of the Board of Directors, the Audit Committee, the HR Committee, the Project Committee and the Nomination Committee

The duties of the Nomination Committee are further described in written instructions for the Nomination Committee of NRC Group ASA. The instructions may be found at the company's website www.nrcgroup.com. The Nomination Committee has organised its works in accordance with the instructions.

The Nomination Committee has had access to the latest evaluation of the Board of Directors, and has spoken with all Board members individually, including Board Chairman Rolf Jansson.

The Nomination Committee has considered the instructions' requirements regarding a recommendation on election of members of the Board of Directors, in addition to which it has drawn up a set of assessment criteria which, in its opinion, should be reflected in the overall composition of the Board of Directors.

On this basis, the Nomination Committee submits the following unanimous recommendation:

1. Election of the Board of Directors

The Board of Directors of NRC Group ASA currently comprises the following seven Directors:

• Rolf Jansson, board member since 2019 and chair since 2021
• Mats Williamsson, board member since 2018
• Eva Nygren, board member since 2019
• Tove Pettersen, board member since 2020
• Outi Henriksson, board member since 2021
• Heikki Allonen, board member since 2021
• Karin Orgland, board member since 2022

All members of the Board of Directors are considered independent of shareholders.

The Nomination Committee recommends that the current Board members are re-elected.

The major shareholders have indicated their support for such re-election.

Rolf Jansson is recommended to be re-elected as Chair of the Board of Directors.

For information on the Board members proposed for re-election, reference is made to the company's Annual Report, which may be found at www.nrcgroup.com.

The proposed board composition is compliant with the requirements for independence as set out in the Norwegian Code of Practice for corporate governance (NUES).

2. Remuneration to the Board of Directors and remuneration to board committees

The Nomination Committee proposes that the remuneration to the Board of directors and board committees are increased by 5 % as specified below, to adjust for inflation.

The Nomination Committee proposes the following annual fees:

• Board Chair: NOK 735 000 , increased from 700 000
• Board member: NOK 367 500, increased from 350 000

The Nomination Committee proposes to change the annual fees for members of the Audit Committee as follows:

• Chair: NOK 94 500, increased from 90 000
• Member: NOK 63 000, increased from 60 000

The Nomination Committee proposes to change the annual fees for members of the HR Committee as follows:

• Chair: NOK 52 500, increased from 50 000
• Member: NOK 31 500, increased from 30 000

The Nomination Committee proposes to change the annual fees for members of the Project Committee as follows:

• Chair: NOK 94 500, increased from 90 000
• Member: NOK 63 000, increased from 60 000

3. Election of Nomination Committee

The Nomination Committee recommends that the current members and chair of the Nomination Committee to be re-elected:

• Esa Heikki Elias Rautalinko, Chair of Nomination Committee since 2023
• Ole-Wilhelm Meyer, member of Nomination Committee since 2021
• Lasse Johan Olsen, member of Nomination Committee since 2020

4. Remuneration to the Nomination Committee

The Nomination Committee proposes to change the annual fees for members of the Nomination Committee as follows:

• Chair: NOK 52 500, increased from 50 000
• Member: NOK 52 500, increased from 50 000

***

Helsinki, 11. April 2024 On behalf of the Nomination Committee of NRC Group ASA

Esa Heikki Elias Rautalinko