Scana — AGM Information 2016

Apr 22, 2016

Scana Industrier ASA

Proposal from the Election Committee to the Annual General Meeting 26 April 2016

I The Board of Directors

The current Board of Directors consists of:

• Per Ravnestad (former board member and Chairman since 10 September 2015) (2014-2016)
• Martha K. Bakkevig (former board member and Deputy Chairman since 10 September 2015) (2015-2017)
• Carl Christian Krefting (board member) (2015-2017)
• Sindre Ertvaag (board member) (2015-2016)
• Elisabeth Saupstad (board member) (2014-2016)

Chairman Per Ravnestad and board members Sindre Ertvaag and Elisabeth Saupstad are up for election in 2016.

The Election Committee's proposal is as follows:

The Election Committee has been in dialogue with, amongst others, the company's CEO, the Chairman of the Board, the Deputy Chairman and some of the major shareholders.

During the course of 2014 and 2015, the company went through a substantial restructuring process both operational and financial. This process is now almost completed and since autumn 2015 the new structure has to a great extent been in place and the company has entered into a new phase.

The Election Committee sees it as important that the current Board to a large extent is maintained to continue and strengthen the positive development that the company has seen following the restructuring. On this background, the Election Committee proposes that two out of the three board members who are up for election are re-elected in the same positions as the currently have for another two years. In addition Marianne Lie is proposed as a new board member to replace Elisabeth Saupstad. All three have agreed to assume the positions.

The Election Committee's proposal for board composition is therefore:

• Per Ravnestad (proposed re-elected as Chairman for two years) (2016-2018)
• Martha K. Bakkevig (Deputy Chairman and not up for election) (2015-2017)
• Carl Christian Krefting (board member and not up for election) (2015-2017)
• Sindre Ertvaag (proposed re-elected as board member for two years) (2016-2018)
• Marianne Lie is proposed elected as board member for two years (2016-2018)

II Remuneration for 2015-2016

At the Annual General Meeting on 26 April 2015, the general meeting resolved the ordinary remuneration for the board for the period 2015-2016 (from general meeting to general meeting) as follows:

To the Chairman: NOK 400,000 To the Deputy Chairman: NOK 300,000 To other board members: NOK 250,000

The Election Committee assumes that this resolution is still valid in respect of board remuneration for 2015-16, however so that it shall be made a proportional calculation of the board remuneration based on the changes in positions that took place at the extraordinary general meeting on 10 September 2015.

When assessing extraordinary remuneration to the board for 2015-2016, the Election Committee is of the opinion that it must be emphasized that the board's work has been significantly less demanding than last year. It is therefore proposed that no extraordinary remuneration is paid in addition to the ordinary board remuneration.

On this background it is proposed that the ordinary remuneration for the current board for 2015- 2016 is resolved as follows:

	Per Ravnestad (Chairman from 10.09.2015)	NOK 356,250
	Martha K. Bakkevig (Deputy Chairman from 10.09.2015) NOK 285,417
	Carl Christian Krefting (board member)	NOK 250,000
	Sindre Ertvaag (board member from 10.09.2015)	NOK 177,083
	Elisabeth Saupstad (board member)	NOK 250,000

Remuneration to the Election Committee for its work from 10 September 2015 to 26 April 2016 is proposed resolved as follows:

• Chairman NOK 22,000
• Other members NOK 12,000

Remuneration for 2016-2017

Previously, it has been the company's practice to determine the ordinary board remuneration from general meeting to general meeting in advance.

The Election Committee is of the opinion that this is unusual and also impractical.

The Board remuneration should be determined in retrospect when the work load and other circumstances throughout the year are known.

It is therefore not proposed any board remuneration in advance for the upcoming year 2016-2017.

This must be resolved at the Annual General Meeting in spring 2017 following a proposal from the Election Committee at the time.

Stavanger 21 April 2016

Hans Eide Henning M. Stephansen Bjørn Dahle