Telenor ASA — Board/Management Information 2020

May 4, 2020

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.

The following member of the Board of Directors of Telenor ASA is up for election by the Corporate Assembly in 2020: Jacob Aqraou was first elected by the Corporate Assembly on 11 May 2016 and re-elected by the Corporate Assembly on 2 May 2018 for a period of up to two years. The Nomination Committee proposes for the Corporate Assembly that Jacob Aqraou is re-elected as member of the Board of Directors for a period of up to two years.

Further, the Nomination Committee proposes for the Corporate Assembly to elect Astrid Simonsen Joos and Pieter Cornelis Knook as new members of the Board of Directors for a period of up to two years. Renée Obermann decided to resign as member of the Board of Directors in August 2019. Grethe Viksaas will resign from the Board of Directors of Telenor ASA with effect from 11 May 2020.

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 Bjørn Erik Næss (Chair of the Nomination Committee), Jan Tore Føsund, Lars Tronsgaard and Marianne Bergmann Røren.

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

The Nomination Committee’s recommendation with proposal of candidates 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 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: www.telenor.com/en/about-us/ corporate-governance/nominationcommittee

The Nomination Committee has in its work taken into account the interests of the company and the shareholders in general. Telenor is one of Norway’s leading companies and a significant international telecom provider, with a substantial part of its value linked to activities outside of Norway in rapidly changing and emerging markets. The Nomination Committee has considered the total competency need of the Board of Directors related to the company’s position and strategy going forward. The Nomination Committee has mapped and considered skills benchmark and criteria for the composition of the Board of Directors, including relevant competence, diversity in expertise and background, capacity and gender. The Committee has considered and paid particular attention to the Board of Directors self-assessment. The Nomination Committee has had contact with shareholders, the Board of Directors and executive personnel, and, where relevant with members of the Corporate Assembly, as part of its work.

The Nomination Committee considers that the Telenor ASA Board of Directors functions well. The Nomination Committee has emphasized both the need for continuity as well as the continued need for competencies within areas such as telecom, digital/technology, international perspective and customer focus. The Nomination Committee has emphasized the Board’s total competence when making its recommendations.

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 2019 (https://www.telenor.com/investors/reports/governance-reports/).

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

Candidate information:

Jacob Aqraou

Term of office: Elected 11 May 2016, re-elected 2 May 2018 for a period of up to two years.

Committee: Chair of the Innovation and Technology Committee and member of the Risk and Audit Committee

Shares in Telenor ASA: 10 000 as of 30 April 2020

Year of birth, residence: Born 1972 in Denmark. Resident in Denmark.

Experience: Jacob Aqraou had a long career at eBay including positions as Senior Vice President of Europe, Middle East and Africa, and General Manager eBay Classifieds Group. Prior to joining eBay in 2002, Aqraou was the founder of Finexia and has also worked in investment banking and management consulting.

Education: Aqraou holds a Master’s degree in Finance and Accounting from Copenhagen Business School, and a Master in Business Administration from Harvard Business School.

Nominated for re-election

Pieter Cornelis Knook

Year of birth, residence: Born 1958. Resident in London, United Kingdom.

Shares in Telenor ASA: 0 as of 30 April 2020

Experience: Pieter Knook has extensive international business experience in sales, marketing and product development from multinational technology companies, including several management positions in Microsoft from 1990 to 2008. Knook served as President for Microsoft Asia from 1997 to 2001. Knook was Internet Services Director with Vodafone from 2008 to 2010 and was Visiting Professor of Innovation at the University of Cambridge. Knook is currently an Industrial Advisor at HIG Europe.

Other directorships: Member of the Board of Directors of Alpha 10X (Paris, France), Chair of the Board of Directors of LINX – The London Internet Exchange (London, UK), Chair of the Board of Directors of Altitute Angel (Reading, UK), Member of the Board of Directors of Bio-Key (New Jersey, USA) and Deputy Chair of the Board of Directors of Pulsant (Maidenhead, UK). Previous directorships include Member of the Board of Directors of TDC from 2013 - May 2018.

Education: Knook holds a MA in Electrical Sciences from the University of Cambridge.

Nominated for election (new member).

Astrid Simonsen Joos

Year of birth, residence: Born 1973 in Norway. Resident in Denmark.

Shares in Telenor ASA: 0 as of 30 April 2020

Experience: Simonsen Joos has significant experience within digital, sales/marketing, business development and people management from her 20 years’ within the software Industry and digital business development. Simonsen Joos currently serves as Global Chief Digital Officer and Head of Transformation of Signify (formerly known as Philips Lighting) in 2019, after serving five years as CEO of Signify in the Nordics. She has held numerous management positions at Microsoft and also served as CEO for Creuna Denmark, a digital agency.

Other directorships: Member of the Board of Directors of Nordea Invest (Copenhagen, Denmark).

Education: Simonsen Joos holds a M.Sc in Business and Economics from BI Norwegian Business School, and Master of Management Program focusing on eMarketing from BI Norwegian Business School.

Nominated for election (new member).

The Corporate Assembly will meet on Monday 11 May 2020, after the Annual General Meeting 11 May 2020, and will then decide on the proposed candidates.

Contact: Bjørn Erik Næss, Chair of the Corporate Assembly and Nomination Committee of Telenor ASA. Mobile: +47 415 03 201

Investor relations:

Øystein Myrvold +47 99230460

Kristine Devold +47 90050780