Telenor ASA — Board/Management Information 2019

Apr 30, 2019

Proposal for election of members of Telenor ASA's Board of Directors

Proposal for election of members of Telenor ASA's Board of Directors

The Nomination Committee of Telenor ASA has submitted its proposal to the Corporate Assembly of Telenor ASA for the election of shareholder elected members to the Board of Directors of Telenor ASA and Chair of the Board of Directors of Telenor ASA.

The following members of the Board of Directors are up for election by the Corporate Assembly in 2019: Jørgen Kildahl, Sally Davis, René Richard Obermann, Jon Erik Reinhardsen and Grethe Viksaas. The Chair of the Board of Directors, Gunn Wærsted, is also up for election.

The Nomination Committee renominates Gunn Wærsted as Chair of the Board of Directors with effect from 7 May 2019 for a period of up to two years.

The Nomination Committee further renominates Jørgen Kildahl, Sally Davis, René Richard Obermann, Jon Erik Reinhardsen and Grethe Viksaas with effect from 7 May 2019 for a period of up to two years. Jacob Aqraou was re-elected by the Corporate Assembly in 2018 for a period of up to two years and is not up for re-election and will continue as member of the Board of Directors.

The Board of Directors of Telenor ASA shall according to the Articles of Association Section 5 consist of between 5 and 13 members. Following the proposal, the Board of Directors will have ten members, including the three employee representatives.

Background

Pursuant to Telenor ASA’s Articles of Association section 9, Telenor ASA shall have a Nomination Committee. The Nomination Committee of Telenor ASA is constituted by Anders Skjævestad (Chair of the Committee), Lars Tronsgaard, Mette I. Wikborg and Christian Berg.

The Corporate Assembly elects the members of the Board of Directors and Chair of the Board of Directors of Telenor ASA. One of the Nomination Committee’s tasks is to make recommendations to the Corporate Assembly regarding election of shareholder-elected members and the Chair of the Board of Directors of Telenor ASA, cf the Articles of Association Section 9.

In accordance with the Instructions to the Nomination Committee of Telenor ASA and the Norwegian Corporate Governance Board’s Code of Practice for Corporate Governance, the Committee has over the period leading up to the election of the Board of Directors of Telenor ASA evaluated the composition of the Board of Directors. The company has on its website published information on the composition of the Nomination Committee, contact information and information on the opportunity to submit proposals to the Nomination Committee for candidates for election.

The Nomination Committee’s recommendation with proposal of candidates to the Corporate Assembly is submitted in accordance with the Articles of Association of Telenor ASA, the Instructions to the Nomination Committee of Telenor ASA and the Norwegian Corporate Governance Board’s Code of Practice for Corporate Governance.

The Nomination Committee has in its work with the nomination of candidates taken into account the interests of the shareholders in general and the company’s requirements. Telenor is one of Norway’s leading companies with a substantial part of its value linked to activities outside of Norway in rapidly changing markets. This requires special competence and qualifications from its Board of Directors, and has been emphasised by the Committee in its work. The Nomination Committee has further reviewed several criteria for the composition of the Board of Directors, including relevant competence, diversity in expertise and background, capacity and gender. The Committee has monitored the need for any changes in the composition of the Board of Directors, and an assessment of potential new candidates has been initiated in order to consider new candidates when needed. The need for continuity has been emphasized at this junction.

Information on the work of the Board of Directors in Telenor ASA, including board meetings and average attendance over the year, is found in Telenor ASA Report on Corporate Governance 2018 (https://www.telenor.com/investors/reports/governance-reports/).

The candidates nominated for re-election has confirmed that they are up for re-election and has each re-confirmed that they are independent of the company’s executive management and its material business relationships.

Candidate information:

Gunn Wærsted

Term of office: Elected as Chair of the Board of Directors of Telenor ASA 17 December 2015 (effective from 14 January 2016), re-elected 10 May 2017 for a period of up to two years. Chair of the People and Governance Committee, member of the Sustainability and Compliance Committee.

Shares in Telenor ASA: 12 000 as of 4 March 2019

Year of birth, residence: Born 1955. Resident in Oslo, Norway.

Experience: Gunn Wærsted served as Group Executive Vice President and member of the Group Executive Management in Nordea AB and as Country Senior Executive in Nordea Bank Norway ASA until January 2016. During her career, she has held a number of senior executive positions within banking, wealth management and insurance, including CEO of SpareBank 1 Gruppen and SpareBank 1 Alliansen, Group Executive Vice President of DNB and CEO of Vital Forsikring.

Other directorships: Gunn Wærsted is chair of the board of directors of Petoro AS and member of the board of directors of Nationwide Building Society (UK), Fidelity International and Saferoad Holding AS. Wærsted has previously held a number of board positions, including chair of the board of directors of Ferd Holding AS and BI Norwegian Business School and member of the board of directors of Statoil ASA (now Equinor ASA) and Statkraft AS.

Education: Master in Business and Economics (siviløkonom) from BI Norwegian Business School.

Jørgen Kildahl

Term of office: Elected 10 May 2017 for a period of up to two years. Vice Chair of the Board of Directors. Member of the Risk and Audit Committee, member of the Sustainability and Compliance Committee.

Shares in Telenor ASA: 2 000 as of 4 March 2019

Year of birth, residence: Born 1963 in Norway. Resident in Düsseldorf, Germany.

Experience: Jørgen Kildahl has extensive international business experience in international business development and organisational restructuring, including as member of the Board of Management in E.ON SE and as an Executive Vice President in Statkraft AS from 1999 to 2010. Kildahl has been partner in the PR consulting group Geelmuyden Kiese, has experience as fund manager and has held a number of board positions.

Other directorships: Member of the board of directors of Höegh LNG Holdings Ltd (Bermuda), eSmart Systems AS, Nysäter Wind AB (Sweden) and Ørsted A/S (Denmark).

Education: Kildahl holds a business degree from the Norwegian School of Economics (Siviløkonom NHH) in Bergen, is a Chartered Financial Analyst, holds an MBA from NHH and has concluded the Advanced Management Program (AMP176) at Harvard Business School.

Sally Margaret Davis

Term of office: Elected 23 November 2011, last re-elected 10 May 2017 for a period of up to two years. Chair of the Sustainability and Compliance Committee, member of the People and Governance Committee.

Shares in Telenor ASA: 0 as of 4 March 2019

Year of birth, residence: Born 1953. Resident in London, UK.

Experience: Sally Davis has worked in the global telecommunications industry for over 30 years. Davis has held several executive positions in British Telecom Group (BT) since 1999, including President Global Products, Global Services and CEO of BT Wholesale. Before joining BT, Davis held leading positions in several major communications companies, working for start-up cable companies in the UK as well as strategy and global operational roles in Bell Atlantic/Verizon in the US and Mercury Communications in the UK.

Other directorships: Davis serves on the board of directors of Arqiva Group Limited and is chair of the charity Leonard Cheshire. Previous board positions include Logitech International SA, Cityfibre PLC, Henderson Smaller Cap Investment Trust, Inet, the UK Department for Transport and the BBC.

Education: B.A. Hons graduate and a Fellow of University College, London.

Jon Erik Reinhardsen

Term of office: Elected 14 May 2014, re-elected 10 May 2017 for a period of up to two years. Chair of the Risk and Audit Committee, member of the People and Governance Committee.

Shares in Telenor ASA: 1 500 as of 4 March 2019

Year of birth, residence: Born 1956. Resident in Oslo, Norway.

Experience: Jon Erik Reinhardsen was CEO of Petroleum Geo-Services ASA (PGS) from April 2008 to August 2017. Prior to joining PGS, Reinhardsen held executive positions in Alcoa Inc., Aker Kvaerner ASA, Aker Kværner Oil & Gas AS (Houston) and Aker Maritime ASA.

Other directorships: Chair of the board of directors of Equinor ASA, member of the board of directors in Awilhelmsen Management AS and Oceaneering International, Inc. Reinhardsen has previously served on the board of directors of Cameron International Corp (2009-2016), Hoegh Autoliners AS (2006-2014) and Hoegh LNG Holdings Ltd (2006-2014).

Education: Master’s Degree in Applied Mathematics and Geophysics from the University of Bergen, Norway. International Executive Program at the Institute for Management Development (IMD) in Lausanne, Switzerland (completed in 1991).

Grethe Viksaas

Term of office: Elected 10 May 2017 for a period of up to two years. Member of the Risk and Audit Committee, member of the Innovation and Technology Committee.

Shares in Telenor ASA: 0 as of 4 March 2019

Year of birth, residence: Born 1958. Resident in Oslo, Norway.

Experience: Viksaas has had a long career in Northern European managed services provider Basefarm AS - as founder and CEO from 2000 to 20016, after 2016 in different roles in the board of directors. Viksaas is currently active in the boards and as an advisor of several Norwegian startups.

Other directorships: Chair of the board of directors of Norsk Regnesentral (Norwegian Computing Center), member of the board of directors of PoLight ASA and Crayon Group Holding ASA. Previous board positions include Zenitel Group and ICT Norway.

Education: Master’s Degree in computer science from the University of Oslo.

René Richard Obermann

Term of office: Elected 16 November 2017 for a period of up to two years. Member of the Innovation and Technology Committee.

Shares in Telenor ASA: 0 as of 4 March 2019

Year of birth, residence: Born 1963 in Düsseldorf, Germany. Resident in Germany.

Experience: René Obermann has broad experience from the telecom industry, most recently as CEO of Ziggo, the largest cable telecom company in the Netherlands. Obermann was CEO of Deutsche Telekom AG from 2006-2013. Obermann’s career includes CEO roles in T-Mobile and Hutchison Mobilfunk and he founded ABC Telekom in 1986. Obermann has also served as the Vice President of the German Federal Association for Information Technology, Telecommunications and New Media from 2007-2013. Obermann is currently Managing Director and Partner at Warburg Pincus, a leading private equity firm, a role he has held since 2015.

Other directorships: Chair of the board of directors of 1&1 Internet Holding SE, and member of the boards of directors (non-executive director) of Inexio Informationstechnologie und Telekommunikation KgaA, Airbus SE and Allianz Deutschland AG.

Education: “Industrial merchant” – completed a commercial apprenticeship at BMW after high school and air force service.

The Corporate Assembly will meet on 7 May 2017, after the Annual General Meeting 7 May 2019, and will then decide on the proposed candidates.

Contact: Anders Skjævestad, Chair of the Corporate Assembly and Nomination Committee of Telenor ASA Mobile: +47 934 07 403