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 2024:

Board member Pieter Knook was first elected by the Corporate Assembly on 11 May
2020 for a period of up to two years and last re-elected in 2022 and is up for
election in 2024. The Nomination Committee proposes that the Corporate Assembly
re-elects Pieter Knook as board member in the Board of Directors of Telenor ASA
for a period of up to two years. 

Board member Nina Bjornstad was first elected by the Corporate Assembly on 11
May 2022 for a period of up to two years and is up for election in 2024. The
Nomination Committee proposes that the Corporate Assembly re-elects Nina
Bjornstad as board member in the Board of Directors of Telenor ASA for a period
of up to two years. 

Furthermore, 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 Grethe Bergly is elected as member of the Board of
Directors for a period of up to two years. Grethe Bergly is nominated to replace
Astrid Simonsen Joos, who was first elected to the Board of Directors on 11 May
2020, and who 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 a minimum of five and a maximum of thirteen
members. Following this proposal, the Board of Directors will have ten members,
including three employee representatives.  

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 Nils Bastiansen (Chair of the Nomination Committee), Jan Tore
Føsund, Heidi Algarheim and Anette Hjertø.

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 considered the interests of the company
and the shareholders in general. Telenor is one of Norway's leading companies
and an international telecom provider, with a substantial part of its value
linked to activities outside of Norway in rapidly changing 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.  
 
The Nomination Committee has mapped and considered skills benchmark and criteria
for the composition of the Board of Directors. The Committee has reviewed and
assessed how the Board works and its competence and experience. In this the
Committee has been supported by an external advisor. This includes assessing
relevant competencies, diversity in expertise and background as a result of
different work experience, education, gender, age, geographical affiliation, and
cultural background. Board members personal qualifications were also part of the
process. 

The Nomination Committee considers that Telenor Board of Directors functions
well. 

Information about the candidates:

Pieter Knook
Board member
Term of office: Elected 11 May 2020, last re-elected 11 May 2022 for a period of
up to two years.
Committee: Chair of the Transformation & Innovation Committee and member of the
Risk & Audit Committee. 
Shares in Telenor ASA: 0 as of 31 December 2023
 Year of birth 1958, Dutch citizen and resident in London, United Kingdom.
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 and SVP for
Mobile Communications from 2001 to 2008. Knook was Internet Services Director
with Vodafone from 2008 to 2010 and was Visiting Professor of Innovation at the
University of Cambridge.
 Other directorships: Chair of the Board of Directors of Odigo a PE backed call
centre as a service company that operates in NW Europe (Paris, France), Chair of
the Board of Directors of LINX - The London Internet Exchange (London, UK),
Chair of the Board of Directors of Altitude Angel (Reading, UK). Member of the
Board of Directors of Alpha 10X (Paris, France).  Previous directorships include
Member of the Board of Directors of TDC from 2013 - May 2018.
 Education: Knook holds an MA in Electrical Sciences from the University of
Cambridge.

 Nominated for re-election
 Knook attended 9 of 9 Board of Directors meetings in 2023. In 2024 until the
date of this recommendation, he attended two of two ordinary Board of Directors
meetings. Average attendance at the ordinary Board of Directors meetings over
this period was for Knook 100 per cent. The average attendance for the Board
members in this period was 100 per cent. Pieter Knook is Chair of the
Transformation and Innovation Committee. In 2023 the committee held four
meetings with attendance rate of 100 per cent. He is also a member of the Risk
and Audit Committee, and in 2023 the committee held seven meetings with
attendance rate of 100 per cent. 

Nina Bjornstad
Board member
Term of office: Elected 11 May 2022 for a period of up to two years.
Committee: Member of the People & Compensation Committee and member of the
Transformation & Innovation Committee. 
Shares in Telenor ASA: 0 as of 31 December 2023
Year of birth 1977, Dual citizen American and Norwegian, resident in Lillehammer
Norway since 2017.
 
Experience: Nina currently provides strategic direction to executive teams in
established and entrepreneurial companies to advance their goals for digital
transformation, enhanced partnerships, change management, and business
optimization. Prior to her Advisory work, she was the Managing Partner in a
European private venture capital fund focused on technology innovation.

Nina has over 20 years of experience working for the pioneers in technology.
This includes significant experience in digital transformation and technology
development. Bjornstad joined Google in 2014 as Country Manager for Google Cloud
for UK&I where she led Digital Transformation in companies of all sizes. She
went on to be part of the founding team, setting up Google Cloud Consulting for
Northern Europe. She has previously worked at Microsoft for 10 years across a
variety of roles, from Finance to Corporate Strategy, M&A, Marketing and General
Management. Her career started in the US with Dell and Amazon, building
web-based businesses, architecting for rapid technical expansion and providing
disruptive market entry.
 
Other directorships: Scandinavian Airlines (SAS AB), Utopi Ltd Board Director,
Mace Group Ltd Advisory Board Director and PwC UK Advisory Board Director.
  
Education: Bjornstad holds a Bachelor of Science in Business Finance and Minor
in Economics from University of Colorado and a Master of Business Administration
(MBA) from University of Washington Seattle, WA.

Nominated for re- election 

Bjornstad attended 9 of 9 Board of Directors meetings in 2023. In 2024 until the
date of this recommendation, she attended two of two ordinary Board of Directors
meetings. Average attendance at the ordinary Board of Directors meetings over
this period was for Bjornstad 100 per cent. The average attendance for the Board
members in this period was 100 per cent. Nina Bjornstad is a member of the
People and Compensation Committee. Inn 2023 the committee held four meetings
with attendance rate of 100 per cent. She is also a member of the Transformation
and Innovation Committee, and in 2023 the committee held four meetings with
attendance rate of 100 per cent. 

Grethe Bergly 
Board member
Term of office: Up for first election 
Shares in Telenor ASA: 0 as of 12 April 2024
 Year of birth 1962, Norwegian citizen and resident in Oslo, Norway
 
Experience: Grethe Bergly is the CEO of Multiconsult ASA and has held this
position since 2019. From 2002 to 2019 she served as the Executive Vice
President of Multiconsult. Prior to this she has been researcher and project
manager at Norges Byggforskningsinstitutt from 2000 to 2002. She has also been a
department head and project engineer at AKER ENGINEERING AS from 1993 to 2000
and various engineering consultant roles from 1986 to 1992. 
  
Other directorships: Bergly has since 2022 been the chair of the board for the
Norwegian association of consultant engineers and from 2015 to 2023, chair of
the board for SFI - KLIMA 2050. She has been a member of Sintef Byggforsk
advisory board from 2015 to 2023 and advisory board member of Sintef since 2023.
 She is also a member of the board of SKIFT a business-driven climate
initiative. Bergly has previously held board positions in Norplan AS,
Multiconsult Asia Plt Ltd, and Norplan Tanzania. 

Education: Bergly holds a B.Sc. (Hons.) in Civil and Structural Engineering from
the University of Manchester Institute of Science and Technology, 1982-1986 and
a MBA from Heriot-Watt University, Edinburgh, 1988-1989. She  attended the
INSEAD Advanced Management Program in 2016.

Contact: Nils Bastiansen, Chair of the Corporate Assembly and Chair of the
Nomination committee of Telenor ASA, [e-mail] 

Investor relations: 
Frank Maaø, phone: [phone]

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