Endúr : Innstilling fra valgkomiteen

THE NOMINATION COMMITTEE'S RECOMMENDATION OF BOARD MEMBERS AND MEMBERS TO THE NOMINATION COMMITTEE, AS WELL AS REMUNERATION, TO THE ANNUAL GENERAL MEETING OF ENDÚR AS 23 MAY 2023

Endúr ASA has in 2022 continued the company's positive development with strong operating profits and improved cash flow from the operation. EBITDA is up 23% in 2022 vs 2021. There is a good order intake. Through refinancing of the bond loan, the company's borrowing costs are significantly reduced.

The group's strategic business areas will be continued; Aquaculture, Marine Infrastructure and Maritime. Opportunities are also sought in relevant niches of the renewable energy sector.

1	ELECTION OF SHAREHOLDER-ELECTED MEMBERS TO THE BOARD

In 2021, a full change in the composition of the Board of Directors was made through the elections at the Extraordinary General Meeting 10 March 2021 and the Annual General Meeting 21 May 2021. At that time, the strategic change that had taken place and the need for relevant areas of expertise to be covered on the Board were emphasized.

At the Annual General Meeting 20 May 2022, all members of the Board of Directors were re-elected, combined with the introduction of a natural rotation of members.

Bjørn Finnøy and Hedvig Bugge Reiersen are both are up for election at the forthcoming Annual General Meeting 23 May 2023. Furthermore, Jørn Ryberg has requested to resign from the Board of Directors with effect from the forthcoming Annual General Meeting, so that a new member shall be elected to replace him.

The nomination committee has initiated or held discussions with the largest shareholders, including new and significant shareholders that have recently joined as owners of the company. No input has been received on the need for changes to the Board of Directors.

Consequently, it is recommended that Bjørn Finnøy and Hedvig Bugge Reiersen are re-electedfor two years. Both have expressed their willingness to be re-elected.

Pål Skjæggestad (65) is nominated as a new board member for two years. He is currently strategic advisor for

• Energi, the result of the merger of Glitre Energi and Agder Energi. Pål was until recently CEO of Glitre Energi. His education is from NTH in Trondheim. With his background and experience, Pål will complement the Board's expertise, not least with a view to areas related to the power market, energy access and renewable energy.

It is the nomination committee's further assessment that the Board as a whole possesses the required expertise, diversity, capacity and independence.

Upon election of the nominated members Bjørn Finnøy, Hedvig Bugge Reiersen and Pål Skjæggestad, the Board shall consist of:

• Pål Reiulf Olsen (chairman of the board) (up for election in 2024)
• Kristine Landmark (up for election in 2024)
• Hedvig Bugge Reiersen (up for election in 2025)

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• Bjørn Finnøy (up for election in 2025)
• Pål Skjæggestad (up for election in 2025)

2	NOMINATION COMMITTEE

The Nomination Committee has consisted of Espen Ommedal (chairman), with Henning Nordgulen and Arne Henning Markus as committee members. Term of office is one year. The members of the Nomination Committee express willingness to be re-elected.

3 PROPOSAL FOR REMUNERATION TO BOARD MEMBERS, COMMITTEE MEMBERS AND THE NOMINATION COMMITTEE

Remuneration to the board members, the committee members and the nomination committee was last adjusted at the Annual General Meeting 21 May 2021. The Nomination Committee proposes that the remuneration is increased by 10% with effect for the coming period from the date of the Annual General Meeting in 2023 until the Annual General Meeting in 2024:

• Directors' fees at NOK 550,000 for the chairman of the board and NOK 330,000 for each board member.
• Fee for the leader of the audit- and risk committee at NOK 82,500 and NOK 66,000 for each member.
• Compensation Committee, if any, NOK 55,000 for the chairman and NOK 33,000 for each member.
• Nomination Committee fee at NOK 40,000 for the chairman and NOK 27,500 for each member.

Additionally, by agreement, remuneration may be granted for hours spent for those in independent occupations or self-employed.

Bergen, 1 May 2023

Espen Ommedal

Chairman of the Nomination Committee

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