Telenor ASA — AGM Information 2022

Apr 20, 2022

To the shareholders of Telenor ASA

Notice of Annual General Meeting in Telenor ASA

Telenor ASA's Annual General Meeting will be held in Telenor Expo Visitor's center, Fornebu, Wednesday 11 May 2022 at 15:00 (CEST).

In accordance with the Public Limited Liability Companies Act Section 5-8 (3) the Annual General Meeting will be held with the possibility for both electronic and physically attendance for shareholders. See further information below concerning "Online attendance" and at https://www.telenor.com/investors/shareholdercentre/annual-general-meeting/annual-general-meeting-2022/.

The Annual General Meeting will be opened and chaired by the Chair of the Corporate Assembly, Mr. Bjørn Erik Næss, cf. section 5-12 (1) of the Public Limited Liability Companies Act, and section 8 of Telenor ASA's Articles of Association.

AGENDA

• 1. Opening of the Annual General Meeting by the Chair of the Corporate Assembly (no voting)
• 1. Registration of attending shareholders and proxies (no voting)
• 1. Approval of the notice of the Annual General Meeting and the agenda
• 1. Election of a representative to sign the minutes of the Annual General Meeting together with the Chair of the meeting
• 1. Report by the Chair and the CEO
• 1. Approval of the financial statements and annual report for Telenor ASA and the Telenor Group for the financial year 2021, including the Board of Directors' proposal for distribution of dividend The Board of Directors proposes a total dividend payment of NOK 9.30 per share for the financial year 2021. The dividend is suggested split into two tranches, one of NOK 5.00 per share for shareholders registered in Telenor's shareholder register with the Norwegian Central Securities Depository (VPS) as of expiry of 11 May 2022 and one of NOK 4.30 per share for shareholders registered in Telenor's shareholder register with the Norwegian Central Securities Depository (VPS) as of expiry of 5 October 2022. There will be potential withholdings in the dividend payments to non-Norwegian shareholders for withholding tax (up to 25% of the dividend) in accordance with applicable regulations. Expected payment date for tranche one of the dividends is 24 May 2022 and 19 October 2022 for tranche two.

The financial statements and the Annual Report for the financial year 2021, together with the auditor's report, are available on the Company's website https://www.telenor.com/investors/shareholder-centre/annualgeneral-meeting/annual-general-meeting-2022/.

The Board of Directors proposes that the Annual General Meeting adopt the following resolution:

"The Annual General Meeting approved the financial statements and the annual report for Telenor ASA and the Telenor Group for the financial year 2021, including the use of profits and a dividend of in total NOK 9.30 per share in two tranches, one of NOK 5.00 and one of NOK 4.30, to be paid to shareholders registered as of expiry of 11 May 2022 and 5 October 2022 respectively."

7. Approval of remuneration to the company's external auditor

The Board of Directors proposes the following resolution: "The Annual General Meeting approved the auditor's remuneration for audit of Telenor ASA of NOK 6,050,902."

8. Proposal from a shareholder to investigate Telenor's processes and procedures for approval, engagement, follow-up, control and quality assurance of hired subcontractors in connection with Telenor's ongoing Fiber Development

A shareholder has submitted the following proposed resolution:

"In connection with excavation work under the auspices of Telenor at our summer home last autumn, the lawn towards the road was destroyed, stones and soil were pushed onto our property and our freshly painted white fence soiled with soil and mud. Granite curbs at the driveway were removed and thrown into the shoulder of the road. Autumn was still mild when the work was carried out, and complete rehabilitation could easily have been carried out before winter. The executing contractor still chose without shame to leave everything as it was.

We eventually made contact with Telenor's responsible for fiber development in the area and finally had the fence cleaned. After some unnecessary dispute over ownership of land, etc., granite stones were returned almost correctly.

We have received vague promises of repairs «in the spring», but no longer have confidence that this will happen in full. We do in no way

believe that we are the only one affected, and therefore takes it all up on a broad basis, as we clearly see that Telenor's reputation is in danger if rogue and lax subcontractors are allowed to continue without the necessary approval, follow-up, control and quality assurance."

The shareholder's justification for the proposal and the board's response are available at https://www.telenor.com/investors/shareholdercentre/annual-general-meeting/annual-general-meeting-2022/.

The board recommends that the general meeting vote against the proposal.

9. The Board of Directors' Report on Corporate Governance

Pursuant to the Public Limited Liability Companies Act section 5-6 (5), the Annual General Meeting shall consider the Board of Directors' Report on Corporate Governance provided pursuant to the Norwegian Accounting Act section 3-3b.

The Board of Directors refers to the section of the Annual Report that includes the Corporate Governance Report, available at

https://www.telenor.com/investors/shareholder-centre/annualgeneral-meeting/annual-general-meeting-2022/.

The Board of Directors proposes that the Annual General Meeting adopt the following resolution:

"The Annual General Meeting reviewed the Board of Directors' Report Corporate Governance Statement. The report was taken into consideration by the Annual General Meeting."

10. The Board of Directors' policy and report on salary and other remuneration to the executive management

Pursuant to the Public Limited Liability Companies Act Section 5-6 (3), conf. Section 6-16a (2), the Board of Directors shall prepare a policy on the determination of salaries and other remuneration to executive management. The policy shall be approved by the Annual General Meeting in the event of any significant amendment, and at least every four years. The Board of Directors have prepared a policy in accordance with the new regulations.

The Board of Directors proposes that the Compensation policy to executive management is presented at the Annual General Meeting for approval, because changes have been made to the policy since last year and the policy has been lifted out of the Annual Report as a separate standalone document.

The policy is available on the Company's webpage: https://www.telenor. com/investors/shareholder-centre/annual-general-meeting/annualgeneral-meeting-2022/.

Pursuant to the Public Limited Liability Companies Act Section 5-6(4), conf. Section 6-16b (2) the Board of Directors shall for each accounting year prepare a report which provides a collective overview of paid and deposited salary and other compensation to the executive management for the accounting year 2021 and onwards. The Board of Director's compensation report for 2021 will be submitted for an advisory vote by the Annual General Meeting.

For the accounting year 2021 the Compensation report to executive management is available on the Company's website:

https://www.telenor.com/investors/shareholder-centre/annualgeneral-meeting/annual-general-meeting-2022/.

10.1 Approval of the Board of Directors' Compensation policy to executive management

The Board of Directors proposes that the Annual General Meeting passes the following resolution:

"The Annual General Meeting approved the Board of Directors' Compensation policy to executive management as described in the Appendix to the Notice."

10.2 Advisory vote on the Board of Directors' Compensation report to executive management

The Board of Directors proposes that the Annual General Meeting passes the following resolution:

"The Annual General Meeting endorsed the Board of Directors' Compensation report to executive management as described in the Appendix to the Notice."

11. Authorization to acquire own shares - incentive program

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to acquire company shares in the market in order to fulfill the company's obligations to employees who participate in the group's long-term share incentive program for executive management (LTI) and the company's general share program for employees (ESP). The share programs are described in Telenor's Compensation policy to executive management, conf. Appendix 2. This authorization will apply until the next Annual General Meeting in 2023, but no longer than 30 June 2023.

The Board of Directors proposes that the Annual General Meeting passes the following resolution:

"1. The Board of Directors' is given authorization according to Section 9-4 of the Public Limited Liability Companies Act to acquire up to 10,000,000 own shares with a nominal value of a total of NOK 60,000,000, which corresponds to approximately 0.7% of the company's share capital. The authorization may be used in connection with the fulfillment of the company's obligations in accordance with the company's LTI program for executive management and in connection with Telenor's general share program for employees (ESP).

2. The amount that can be paid per. share must be a minimum of NOK 50 and a maximum of NOK 250.

3. The Board of Directors' is free regarding the ways in which shares can be acquired, however, so that general principles of equal treatment of shareholders must be complied with. Disposal of own shares acquired under this authorization can only take place as part of fulfillment of the company's obligations in accordance with the company's program for executive management (LTI) program, and in connection with general share programs for employees (ESP), cf. section 1 above.

4. The authorization is valid from the time of registration of the authorization in the Register of Business Enterprises. The authorization is valid until the annual general meeting in 2023, but no longer than 30 June 2023."

12. Election of members to the Nomination Committee

The Nomination Committee consists of four members who are elected for a term of up to two years. Pursuant to section 9 of the Articles of Association, the Chair of the Corporate Assembly shall also be appointed Chair of the Nomination Committee. The Annual General Meeting shall elect the three remaining members, of whom at least one committee member shall be elected among shareholder elected members and deputies of the Corporate Assembly. Two members elected by the Annual General Meeting are up for election.

The Nomination Committee's recommendation is available at https://www.telenor.com/investors/shareholder-centre/annualgeneral-meeting/annual-general-meeting-2022/.

13. Determination of remuneration to the Corporate Assembly and the Nomination Committee

The Nomination Committee recommends the remuneration for (i) the Corporate Assembly and (ii) the Nomination Committee as set out in the recommendation from the Nomination Committee.

The Nomination Committee's recommendation is available at https://www.telenor.com/investors/shareholder-centre/annualgeneral-meeting/annual-general-meeting-2022.

14. Closing of the Annual General Meeting

Online attendance

Please log in at https://web.lumiagm.com/187255512.

You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – click ISIN) or sent you by post (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting DNB Bank VPS Investor Service by phone +47 23 26 80 20 or by e-mail genf@dnb.no.

You will find an online guide describing in more detail how you as a shareholder can participate in the online meeting on the Company's website https://www.telenor.com/investors/shareholder-centre/annual-generalmeeting/annual-general-meeting-2022.

Shareholders can submit questions in advance to ir@telenor.com before 9 May 2022 at 12.00 (CEST). Updated information is available at https://www. telenor.com/investors/shareholder-centre/annual-general-meeting/annualgeneral-meeting-2022.

Registration for physical attendance and of prior vote and proxy

In accordance with the Articles of Association Section 8, the Board has decided that shareholders who wish to attend the Annual General Meeting either themselves or by proxy must notify the company's registrar no later than 9 May 2022 at 12:00 (CEST) to have the right to attend and vote at the Annual General Meeting. Shareholders who participate physically log in and cast their votes electronically in the same way as shareholders who participate online and are asked to bring a smartphone or tablet. If a shareholder wishes to participate, but not vote in the meeting, a proxy or advance vote may be given. Registration can be sent to DNB, VPS Investor Service by e-mail to genf@dnb.no or by post to: DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway, or electronically via VPS Investor Services. The attached form can be used.

Registration can also be registered electronically via VPS Investor Services or the Company's website https://www.telenor.com/investors/shareholdercentre/annual-general-meeting/annual-general-meeting-2022/.

In accordance with section 8 of the Articles of Association the shareholders are entitled to attend the Annual General Meeting and to vote according to the number of shares for which they are registered as owner in the Norwegian Central Securities Depository (VPS) on Wednesday 4 May 2022, five business days prior to the Annual General Meeting (Record date).

Shareholders who do not have the opportunity to participate at the Annual General Meeting may be represented by a representative. Please use the enclosed form for issuance of proxy with more detailed instructions for use of the proxy form. The proxy may be given to the Chair of the Board of Directors, Ms. Gunn Wærsted, or to Chair of the Corporate Assembly who will open and chair the Annual General Meeting, Mr. Bjørn Erik Næss.

The proxy form may be sent to DNB, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway, or electronically via VPS Investor Services, by 9 May 2022 at 12:00 (CEST).

Shareholders who do not have the opportunity to participate at the Annual General Meeting may prior to the Annual General Meeting cast a vote on each agenda item via link at the company's website https://www.telenor. com/investors/shareholder-centre/annual-general-meeting/annual-generalmeeting-2022/ or via VPS Investor Services. The deadline for prior voting is 9 May 2022 at 12:00 (CEST). Until the deadline, votes already cast may be changed or withdrawn. In the event of participation, no advance votes (or

proxies) cast are withdrawn, unless the shareholder actively requests this. If shares are registered by a nominee in the VPS register, cf. section 4-10 of the Public Limited Liability Companies Act, and the beneficial shareholder wants to vote for their shares, the beneficial shareholder must re-register the shares in a separate VPS account in its own name prior to the Record date that is 4 May 2022.

Telenor ASA is a Norwegian public limited liability company subject to the Public Limited Liability Companies Act. As per the date of this notice, the company has issued 1,399,458,033 shares. Each share represents one voting right. The shares do also in other respects carry equal rights. Per the date of this notice, the company holds 748 treasury shares.

A shareholder has the right to have items included in the agenda of the Annual General Meeting, provided that each such item is forwarded in writing to the Board of Directors, together with a draft resolution or a justification as to why the item should be included in the agenda, 28 days prior to the Annual General Meeting at the latest. Advisers to shareholders can follow the general meeting via webcast at https://www.telenor.com/investors/shareholder-centre/ annual-general-meeting/annual-general-meeting-2022/. Questions from the advisor must be asked via the shareholder.

A shareholder has the right to propose draft resolutions for items included on the agenda for the Annual General Meeting and to require that members of the Board of Directors, members of the Corporate Assembly and the CEO at the Annual General Meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the annual report, (ii) items which are presented to the shareholders for decision, and (iii) the company's financial situation, including information about activities in other companies in which the company participates, and other matters to be discussed in the Annual General Meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the company.

This notice, the enclosures hereto, other documents regarding matters to be discussed in the Annual General Meeting, including the documents to which this notice refers and draft resolutions for items on the proposed agenda, are available at https://www.telenor.com/investors/shareholder-centre/annualgeneral-meeting/annual-general-meeting-2022/.

Shareholders may contact the company by mail, email or phone in order to request the documents in question.

Address: Telenor ASA, Investor Relations, Snarøyveien 30, N-1360, Fornebu, Norway; e-mail: ir@telenor.com; or phone: +47 957 24 402.

Fornebu, 20 April 2022 The Board of Directors of Telenor ASA

Overview of appendices to the notice which are or will be available at https:// www.telenor.com/investors/shareholder-centre/annual-general-meeting/ annual-general-meeting-2022/:

Appendix 1:	Annual report 2021, including financial statements, the Board of
	Directors Report and the auditor's report
Appendix 2:	Compensation policy and report to executive management
Appendix 3:	Recommendation from the Nomination Committee regarding
	items 12
Appendix 4:	Recommendation from the Nomination Committee regarding
	item 13

Attendance, voting and proxy form for the Annual General Meeting has been distributed to the shareholders with the notice for the meeting and is also available at https://www.telenor.com/investors/shareholder-centre/annualgeneral-meeting/annual-general-meeting-2022/.