Telenor ASA — Board/Management Information 2021

May 20, 2021

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 members of the Board of Directors of Telenor ASA are up for election by the Corporate Assembly in 2021:

Chair of the Board Gunn Wærsted was first elected by the Corporate Assembly on 17 December 2015, and last re-elected by the Corporate Assembly on 7 May 2019 for a period of up to two years and is up for election in 2021. The Nomination Committee proposes that the Corporate Assembly re-elects Gunn Wærsted as Chair of the Board of Directors of Telenor ASA for a period of up to two years.

Board member and Deputy Chair of the Board Jørgen Kildahl was first elected by the Corporate Assembly on 10 May 2017, and last re-elected by the Corporate Assembly on 7 May 2019 for a period of up to two years and is up for election in 2021. The Nomination Committee proposes that the Corporate Assembly re-elects Jørgen Kildahl as board member in the Board of Directors of Telenor ASA for a period of up to two years.

Board member Jon Erik Reinhardsen was first elected by the Corporate Assembly on 14 May 2014, and last re-elected by the Corporate Assembly on 7 May 2019 for a period of up to two years and is up for election in 2021. The Nomination Committee proposes that the Corporate Assembly re-elects Jon Erik Reinhardsen as board member in the Board of Directors of Telenor ASA for a period of up to two years.

Further, the Nomination Committee proposes for the Corporate Assembly to elect one new member of the Board of Directors of Telenor ASA. The Nomination Committee proposes that Elisabetta Ripa is elected as member of the Board of Directors for a period of up to two years. Ripa is nominated to replace Sally Davis. Sally Davis has decided to resign from her position in the Board of Telenor ASA when her period ends.

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 Heidi Algarheim.

The Corporate Assembly elects the members of the Board of Directors and Chair of the Board of Directors of Telenor ASA, cf. the Articles of Association Section 9 and the Instructions for the Corporate Assembly for Telenor ASA section 2.

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, cf. the Articles of Association Section 9.

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 Committee welcomes proposals for candidates. 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/nomination committee.

The Nomination 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 Nomination Committee has in its work with the nomination of candidates considered 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 from a sectoral, functional and governance perspective 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 as a result of different work experience, education, gender, age, geographical affiliation and cultural background. 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 to consider new candidates when needed. The Nomination Committee considers that Telenor Board of Directors functions well.

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 2020 (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:

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, re-elected 7 May 2019 for a period of up to two years.

Committee: Chair of the People and Governance Committee, member of the Sustainability and Compliance Committee and member of the Transformation & Innovation Committee.

Shares in Telenor ASA: 18 650 as of 31 December 2020

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, re-elected 7 May 2019 for a period of up to two years. Deputy Chair of the Board of Directors.

Committee: Member of the Risk and Audit Committee, member of the Sustainability and Compliance Committee.

Shares in Telenor ASA: 2 000 as of 31 December 2020

Year of birth, residence: Born 1963 in Norway. Resident in Einsiedeln, Switzerland.

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 Ørsted A/S (Denmark), Scatec ASA (Norway) and ALPIQ AG (Switzerland).

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.

Jon Erik Reinhardsen

Term of office: Elected 14 May 2014, re-elected 10 May 2017, re-elected 7 May 2019 for a period of up to two years.

Committee: Chair of the Risk and Audit Committee, member of the People and Governance Committee.

Shares in Telenor ASA: 1 500 as of 31 December2021

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.

Reinhardsen is a part-time senior advisor with BearingPoint Capital.

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).

Elisabetta Ripa

Shares in Telenor ASA: 0 as of 3 May 2021

Year of birth, residence: Born in 1965. Resident in Rome, Italy

Experience: Elisabetta Ripa has extensive international business experience as a telecom executive having worked across different business segments and functions, including finance, strategy, M&A and operations. She currently serves as the CEO of Open Fiber, leading FTTH operator in Italy. Her previous roles include CEO of Telecom Argentina in 2015 and CEO of Sparkle Group in 2013.

Elisabetta Ripa was with Telecom Italia for a number of years in various roles including Head of Consumer Mobile Business (TIM), Group Investor Relations Officer and International Business Development Executive Director.

Other directorships: IAB Italia (Interactive Advertising Bureau) Advisory Board Member

Previous directorships: Chair and member of Board of Directors of Personal S.A. (Argentina), LANMED Nautilus Ltd (Ireland), Telecom Italia Sparkle North America Inc (USA), Telecom Italia Sparkle Singapore Ltd, 4GHolding (Italy), Member of the Board of Directors of Autogrill S.p.A., TLC Commercial Services (Italy), Avea Turkey, Tim Hellas Greece.

Education: Degree in Business Administration from the University of Rome “La Sapienza”.

The Corporate Assembly will meet on Wednesday 27 May 2021, after the Annual General Meeting 27 May 2021, and will then decide on the proposed candidates.

Contact: Bjørn Erik Næss, Chair of the Corporate Assembly and Nomination Committee of Telenor ASA.

bjorn-erik.naess@telenor.com

Investor relations:

Øystein Myrvold +47 99230460

Kristine Devold +47 90050780