NRC Group — Proxy Solicitation & Information Statement 2026

Apr 15, 2026

NRC Group

Recommendation from the Nomination Committee of NRC Group ASA to the Annual General Meeting to be held on 8 May 2026

The Nomination Committee of NRC Group ASA (the "Company") comprises Sindre Bakkejord (Chair), Otto Moltke-Hansen and Oskar Bakkevig.

The principal 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 and the Chair of the Board of Directors
• Nominees for election as members of the Nomination Committee and the Chair of the Nomination Committee
• Proposals 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 the written instructions for the Nomination Committee of NRC Group ASA, which are available on the Company's website. The Nomination Committee has organised its work in accordance with these instructions.

The Nomination Committee has, inter alia, reviewed the Board's performance in 2025 and assessed the composition of the Board. As a basis for its assessments, the Nomination Committee has held individual meetings with the Chair of the Board, the other shareholder-elected board members and the CEO. The Nomination Committee has also received feedback from individual shareholders concerning the composition of the Board.

In connection with the Annual General Meeting of NRC Group ASA to be held on 8 May 2026, the Nomination Committee submits the following unanimous recommendation:

1. Election of members to the Board of Directors

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

• Martin Mæland, board member and Chair since 2025
• Ståle Rodahl, board member since 2025
• Espen Almlid, board member since 2025
• Stine Undrum, board member since 2025
• Outi Henriksson, board member since 2021

All current board members are considered independent of the Company's executive management, material business connections and major shareholders.

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NRC Group

The Nomination Committee recommends the following board members to be re-elected:

• Ståle Rodahl
  Ståle Rodahl is proposed as Chair of the Board of Directors. He is considered independent of the Company's executive management, material business connections and major shareholders. He holds 1,009,911 shares and no share options in NRC Group ASA.

• Espen Almlid
  Espen Almlid is considered independent of the Company's executive management, material business connections and major shareholders. He holds no shares and no share options in NRC Group ASA.

• Outi Henriksson
  Outi Henriksson is considered independent of the Company's executive management, material business connections and major shareholders. She holds 45,000 shares and no share options in NRC Group ASA.

The Nomination Committee further proposes that the two remaining members of the current Board of Directors are replaced by two new members, following which the Board of Directors will continue to consist of five members. The Nomination Committee consequently proposes the election of the following new board members:

• Hilde Bekier-Larssen
  Hilde Bekier-Larssen is a finance executive who brings wide experience from large construction projects in both public and private sector, globally and in Scandinavia. She has held senior financial leadership roles in rail and energy developments in Bane NOR and Statkraft, including project finance, governance, risk management, and control of complex, multi-stakeholder projects. Hilde is currently serving as the CFO for Permascand, a global provider of anodes for the electrochemical industry. She holds an MSE in Marine Technology from NTNU and an MBA from Duke University.

Hilde Bekier-Larssen is considered independent of the Company's executive management, material business connections and major shareholders. She holds no shares and no share options in NRC Group ASA.

• Vibeke Strømme
  Vibeke Strømme has an extensive senior executive and board background from energy, infrastructure and consulting. She has held several executive management roles including CEO of Kiwa, Nettpartner and Mesta Elektro, in addition to a number of board positions across various industries. She currently works as an independent executive advisor and serves as a board member in Laugstol AS and Cavendish Hydrogen ASA. Ms Strømme brings expertise in executive leadership, turnarounds, business development and project management. She holds an MSc in petroleum engineering from the Norwegian University of Science and Technology (NTNU) and an MBA from The International Institute for Management Development (IMD) in Switzerland.

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NRC Group

Vibeke Strømme is considered independent of the Company's executive management, material business connections and major shareholders. She holds no shares and no share options in NRC Group ASA.

The proposed composition of the Board of Directors complies with statutory requirements, including requirements in relation to gender balance and residency, as well as the independence recommendations set out in the Norwegian Code of Practice for Corporate Governance (NUES). The proposed composition of the Board of Directors will also continue to form sufficient basis for composition of an Audit Committee which fulfils the requirements of the Norwegian Public Limited Liability Companies Act.

The Nomination Committee wishes to thank the departing board members for their valuable contributions to the Board's work.

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

The Nomination Committee proposes that the remuneration payable to the Board of Directors and the board committees for the period from the Annual General Meeting in 2026 until the Annual General Meeting in 2027 be maintained at the same level as for the preceding period, as follows:

• Chair: NOK 750 000
• Board member: NOK 375 000

The Nomination Committee proposes that the remuneration to the Audit Committee for the period from the Annual General Meeting in 2026 to the Annual General Meeting in 2027 be approved as follows:

• Chair: NOK 94 500
• Member: NOK 63 000

The Nomination Committee proposes that the remuneration to the HR Committee for the period from the Annual General Meeting in 2026 to the Annual General Meeting in 2027 be approved as follows:

• Chair: NOK 52 500
• Member: NOK 31 500

The Nomination Committee proposes that the remuneration to the Project Committee for the period from the Annual General Meeting in 2026 to the Annual General Meeting in 2027 be approved as follows:

• Chair: NOK 94 500
• Member: NOK 63 000

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NRC Group

3. Election of members to the Nomination Committee

The Nomination Committee recommends that the current members of the Nomination Committee be re-elected, with Sindre Bakkejord to continue as Chair:

• Sindre Bakkejord, Chair of the Nomination Committee since 2025
• Otto Moltke-Hansen, member of the Nomination Committee since 2025
• Oskar Bakkevig, member of the Nomination Committee since 2025

4. Remuneration to the Nomination Committee

The Nomination Committee proposes that no remuneration be paid to the members of the Nomination Committee for the period from the Annual General Meeting in 2026 until the Annual General Meeting in 2027.

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Oslo, 14 April 2026

On behalf of the Nomination Committee of NRC Group ASA

Sindre Bakkejord

Chair of the Nomination Committee