Telenor : Executive Compensation Report 2023

Telenor Group

Executive2023

Compensation

Report

Table of Contents

Welcome	2
Strategy	3
Company Performance	4
Compensation to the
Corporate Assembly
and Board of Directors	5
Compensation to GLT	8
Total Compensation	10
Short-term incentive	13
Share plans	16
5-year development	19
2024 Disclosure	20
The Board of Director's
statement	21
Auditor's statement	22

Welcome

Dear reader

I am pleased to present the Board of Directors of Telenor ASA's report on executive compensation for 2023. The report was prepared in accordance with section 6-16 (b) of the Public Limited Liability Companies Act, and in accordance with the Norwegian Corporate Governance Board (NCGB) Code of Practice. It is the Board of Director's view that the compensation structure and its implementation support the strategic direction and interests of stakeholders, and has been in accordance with the Telenor Group Executive Compensation Policy, valid up to and including 2023. Furthermore, that the overall compensation is competitive but not market leading and, in the Board of Directors view, meets the Norwegian state guidelines for executive compensation that were in force at the time. The implementation of the applicable policy, including any deviations are explained in this report.

In 2023 the Board of Directors issued an updated policy for compensation to the executive management ("The 2024 compensation policy"), which was approved by the Annual General Meeting (AGM) on 10 May 2023 and came into force on January 1, 2024. The policy was included as a separate Appendix 2a to the AGM in accordance with the NCGB Code of Practice. For minutes of the AGM in 2023, please see telenor.com1.

Key compensation highlights 2023 in numbers

• STI: The achievement of the Telenor Group 2023 Short-Term Incentive (STI) plan resulted in 74.1%
• • President & CEO: Performance achievement 77.4%
  • Group Leadership Team: Performance achievement ranges between 67.3%-85.0%
• LTI: The achievement of the Telenor Group 2023 Long-Term Incentive (LTI) plan resulted in 50%
• • President & CEO: Grant size of 15% of base salary
  • Group Leadership Team: Grant size of 15% of base salary
• Salary review: The union negotiated salary settlement for Telenor in Norway concluded in 5.4% and an average nominal increase of NOK 46 745
• • President & CEO salary review amounted to 0.7 % (NOK 50 000)
  • Average GLT salary review amounted to 5.0 % (NOK 196 650)
  • Average GLT, including President & CEO, salary review amounted to 3.7 % (NOK 167 320)

Executive

The purpose of this report is to provide an open, comprehensive, and transparent overview of compensation of the Board and the Group Leadership Team in Telenor. Furthermore, the report explains how compensation earned and paid in 2023 complies with the applicable Compensation Policy and Telenor's long-term interests and sustainability.

Telenor's performance summary in 2023

Telenor's financial performance in 2023 was the result of focused strategy execution across the business areas, leading to a strong total free cash flow of NOK 15.0 billion. Service revenues for the full year 2023 ended up at NOK 62.5 billion, corresponding to an organic increase of 4.0 percent compared to last year. EBITDA ended at NOK 34.6 billion, corresponding to organic growth of 2.8 percent compared to the year before. Solid progress was made on the structural agenda, strengthening positions and de-risking its business. This included the completion of the merger between dtac and True in Thailand, the largest telecom merger ever in Southeast Asia. In addition, Telenor divested a 30 percent stake in the passive fibre network in Norway, achieved strong returns from selling Working Group Two, and announced the sale of Telenor Satellite and Telenor Pakistan.

Changes in the Group Leadership Team

During 2023 Telenor implemented changes to the executive management, the Group Leadership Team, thereby continuing to execute on the strategic ambiti- ons. Jørgen C. Arentz Rostrup was appointed EVP and Head of Telenor Nordics and Petter-Børre Furberg was appointed EVP and Head of Telenor Asia, effective 1 October 2023. In addition, Amol Phadke, effective 1 September 2023, was appointed EVP and Group Chief Technology Officer, succeeding Ruza Sabanovic who stepped down from the Group Leadership Team.

See Telenor.comfor a more detailed presentation of the Group Leadership Team.

Compensation Report 2023

2

Jens Petter Olsen,

Chair of the Board of Directors

1)The minutes from AGM is available on Telenor.com. In the minutes, there is also an amendment explaining the vote from the Ministry: "The State represented by the Ministry of Trade, Industry and Fisheries (NFD) votes in favour of the proposed policy, with the following explanation of the vote: NFD is of the view that the proposed new policy is in accordance with the State's expectations re. the scope of the variable incentive schemes. When it comes to the short-term incentive plan, the policy only gives a high level description of which targets and criteria the senior executives are measured against. NFD appreciates that this is an ongoing process, also because of the restructuring of the bonus plan, and looks forward to more detailed criteria being described in the compensation report which will be presented to the general meeting in 2024."

Table of Contents

Welcome	2
Strategy	3
Company Performance	4
Compensation to the
Corporate Assembly
and Board of Directors	5
Compensation to GLT	8
Total Compensation	10
Short-term incentive	13
Share plans	16
5-year development	19
2024 Disclosure	20
The Board of Director's
statement	21
Auditor's statement	22

Executive

Compensation

Report 2023

Strategy

At the Capital Markets Day in September 2022, Telenor's new strategic direction was pres- ented, focusing on value creation from the four business areas Nordics, Asia, Infrastructure and Amp, including financial ambitions towards 2025. See Telenor.comfor more information about the Telenor Strategy.

The value-creation strategy of Telenor Nordics is to capture revenue growth potential profit- ably. To differentiate our value proposition and drive ARPU in a region with demanding customers, we combine high-quality connectivity with innovative add-on services. Through our modern networks and increasingly through a common Nordic approach we enable a more efficient, flexible and at-scale delivery model.

In Telenor Asia, we have three market-leading positions, supported by a strong transparency and governance set-up. The strategic focus is de-risking the business over time while driving cash flows through profitable growth and synergies from the recently completed mergers in Thailand and Malaysia. We continue to develop strategic alternatives for Telenor in Asia.

We believe the communication infrastructure assets carved out in Telenor Infrastructure are well positioned to support the digitalisation of the Nordic region. We offer customers resili- ence, robustness, efficient operations, and green energy supply across tower, fibre and data centre assets. We aim to unlock values through focused operations and minority stake divestments, when appropriate.

The strategic focus for Telenor Amp is to unlock the value potential of our adjacent asset portfolio, which is a mix of mature companies and growth businesses. We manage this portfolio with a develop-or-divest approach, monetising non-core assets and seeking to develop leading Nordic service positions in IoT and security.

3

Table of Contents

Welcome	2
Strategy	3
Company Performance	4
Compensation to the
Corporate Assembly
and Board of Directors	5
Compensation to GLT	8
Total Compensation	10
Short-term incentive	13
Share plans	16
5-year development	19
2024 Disclosure	20
The Board of Director's
statement	21
Auditor's statement	22

Executive

Compensation

Report 2023

4

How Telenor performed in 2023

Telenor's financial performance in 2023 was the result of focused strategy execution across all four business areas, leading to a strong total free cash flow of NOK 15.0 billion. We also made solid progress on the structural agenda, strengthening positions and de-risking its business. This included the completion of the merger between dtac and True in Thailand, the largest telecom merger ever in Southeast Asia. In addition, Telenor divested a 30% stake in the passive fibre network in Norway, achieved strong returns from selling Working Group Two, and announced the sale of Telenor Satellite and Telenor Pakistan.

Revenues

Total revenues for 2023 were NOK 80 billion, which is an increase of NOK 3.6 billion, or 5%, from 2022. Service revenues increased by 5% on reported and 4% on organic basis. The growth in service revenues were largely driven by the 5% growth in mobile service revenues in the Nordics, fuelled by increasing demand for value-added services, pricing initiatives and subscriber growth in Sweden, Denmark and Finland.

Operating expenses

The operating expenses (opex) increased by NOK 1.6 billion. Organic opex increased by NOK

1.3 billion, or 5%. The main drivers for the opex increase were higher energy costs in Asia, and increased marketing and personnel costs in the Nordics. In most of the operations, opex increase was below inflation rates, reflecting the focus on cost control and modernisation.

EBITDA

EBITDA before other items increased by NOK 0.7 billion on reported basis to NOK 34.6 billion. On an organic basis, EBITDA before other items increased by 3%, or NOK 1.0 billion. The growth was driven by higher mobile service revenues, partly offset by increased cost of goods and services and operational expenses. Energy cost had limited impact on the Group's EBITDA, as increases in Asia were offset by reductions in the Nordics. Total EBITDA decreased by NOK 1.2 billion, mainly due to a gain of NOK 1.7 billion on disposal of fixed non-core assets in Sweden recognised in 2022.

Net income

Net income to equity holders of Telenor ASA was NOK 13.7 billion in 2023, which is a decrease of NOK 31.2 billion from 2022. The total net income decreased by NOK 32.2 billion and was driven primarily by NOK 32.7 billion gain recognised in 2022 following the merger completion in Malaysia, positive one-time effects in income tax expense last year of NOK 5.7 billion and net income from discontinued operations last year of NOK 4.0 billion. The gain recognised as part of the merger completion in Thailand of NOK 18.5 billion in the first quarter this year was partly offset by the impairment of investment in True of NOK 8.0 billion in the fourth quarter.

In addition, losses in net financial items increased by NOK 1.9 billion, driven by increased financial expenses and write-down of financial assets connected to the funding of share purchases in True Corporation.

Capital expenses

The capital expenses (capex) for the year excluding leases were NOK 12.7 billion, which was driven by the mobile network modernisation in the Nordics and fibre investments in Norway. The capex to sales ratio was 16%, down from 18% last year.

Free cash flow

The free cash flow for the year was NOK 15.0 billion. Free cash flow before M&A activities was NOK 9.5 billion and was a result of positive contributions from all business areas despite inflationary pressures. Key drivers were cash flow from operations, dividend from CelcomDigi, and refund from Norwegian tax authorities, these partly offset by payments in Bangladesh relating to legal disputes regarding license and tax issues.

Free cash from M&A activities was 5.5 billion in 2023, coming from proceeds from sale of stake in fibre infrastructure company in Norway, sale of Working Group Two, partly offset by effects related to the merger in Thailand and India guarantee payments.

Sustainability

During 2023, Telenor has seen the positive effects of consistent engagement with suppliers to adopt to science-based emission reduction targets, combined with implementation of stricter requirements for contract renewal with the largest suppliers. At the end of the year, Telenor's share of spend to suppliers that have set science-based emission reduction targets passed 50%, which is well above the linear trajectory towards our 2025 target of 68%. While the increased energy consumption from mobile networks in the Nordics was offset by reduction in the fixed network following the copper decommissioning as well as purchase of renewable energy in the form of Guarantees of Origin, lack of renewable electricity in Asia remains the key challenge in terms of scope 1 & 2 emissions reductions. As a natural next step on the climate agenda, Telenor has submitted a 2045 net-zero target that covers the company's operations in the Nordics and in Asia.

Digital skills and online safety remain key pillars in our commitment to responsible business conduct. During 2023, Telenor trained 1.1 million people in digital skills and online safety together with the global partners UNICEF, Plan International, and Cisco. In 2023 the company had running projects in both Asia and Nordics focused on building future skills as well as strengthening child and youth online protection.

Table of Contents

Welcome	2
Strategy	3
Company Performance	4
Compensation to the
Corporate Assembly
and Board of Directors	5
Compensation to GLT	8
Total Compensation	10
Short-term incentive	13
Share plans	16
5-year development	19
2024 Disclosure	20

Compensation to the Corporate Assembly

Compensation to the Corporate Assembly is determined by the General Assembly, based on recommendation by the Nomination Committee. The total compensation to the members of the Corporate Assembly was NOK 820 782 in 2023 compared to NOK 822 801 in 2022.

The members of the Corporate Assembly receive an annual fixed compensation, except for deputies who receive compensation per meeting attended. Separate compensation levels are set for the Chair, Deputy Chair, and members respectively. Effective 10 May 2023, the annual fees for the chair, deputy chair and members of the Corporate Assembly are NOK 118 000, NOK 52 600, and NOK 41 040 respectively. The fee for deputy members was NOK 8 460 per meeting. The 2023 fees have been lifted by 4.4%, below the salary development in Norway. The employee-elected members receive the same compensation as the shareholder-elected members. The table below shows the share ownership for employee- elected members of the Corporate Assembly as of 31 December 2023.

Compensation to the Board of Directors

The Corporate Assembly determines the compensation to the Board of Directors, in advance the Nomination Committee presents their recommendation to the corporate assembly.

Compensation to the Board of Directors is not linked to the company's performance. The members of the board receive an annual fixed compensation and additional compensation for participation in any of the board committees. Separate compensation levels are set for the Chair of the Board, the Deputy Chair of the Board, and the other board members. Employee-elected members of the board receive the same compensation as shareholder- elected members. Deputy board members receive compensation per meeting they attend (NOK 10 230).

The board compensation fees were increased on 10 May 2023 with 4.4 %, with the exception of the Chair of the Board where the increase was set to 7.4 %.

The Board of Director's

Share ownership 31.12.20231

Board of

Risk & Audit

People &

Transformation

statement	21
Auditor's statement	22

Members elected by employees
May-Iren Arnøy	22
Hege Ottesen	774
Magnhild Øvsthus Hanssen	3 958
Håkon Lønsethagen	1 834
Håkon Berdal	9 006

Deputy members elected by employees
Laila Olsen Fjelde	1 677
Mona Irene Børøen	17
Tom Westby	2 920
Sara Marazuela	104
Sten Tore Fagerhaug	298

Chair

Deputy

Member

Directors

833 200

436 100

385 300

Committee

229 400

147 900

Compensation Committee

137 100

102 400

• Innovation Committee

94 000

80 400

Observers elected by employees
Hege Sletten	1 015
Camilla Skarsjø Grimnes	242

Board members living outside Scandinavia, are entitled to a travel allowance for each physical meeting they attend (NOK 33 400). In addition, relevant travel expenses are reimbursed at cost for all board members. The company covers mobile and broadband subscriptions for the Chair of the Board, not for other board members.

Executive

Compensation

Report 2023

5

1) Shareholdings not included for representatives who have not held shares or who are no longer members as of 31 December 2023.

Shareholder-elected board members are neither entitled to pension plans, incentives, profit sharing or options, nor compensation in the event of termination. The board members receive compensation by cash-based payments only, neither shares nor other instruments. However, board members are encouraged to own shares in the company, and any share purchase are private investments and made at their own expense. Further, shareholder-elected members of the board and/or companies they are associated with do not ordinarily take on specific assignments for Telenor in addition to fulfilling their responsibilities as board members.

Table of Contents

Such assignments will be disclosed to the board, and the board will approve any related compensation. In 2023 none of the board members received compensation from any other

Compensation to members of the Board in 2023

Welcome	2
Strategy	3
Company Performance	4
Compensation to the
Corporate Assembly
and Board of Directors	5
Compensation to GLT	8
Total Compensation	10
Short-term incentive	13
Share plans	16

Telenor Group companies, apart from the employee-elected board members, nor did they have any loans from the company.

The total compensation to the Board of Directors in 2023 was NOK 6.3 million, compared to NOK 6.4 million in 2022. Compensation related to board and committee meetings that took place during 2023 is outlined in the table below. Total compensation to each board member and the number of shares owned as of 31 December 2023 is disclosed in the following table. Shareholdings include shares owned by their related parties. Regular salaries and other compensation to employee-elected members of the board are not included.

Board and Committee total compensation

NOK in thousands

Jens Petter Olsen1,2

Chair of BoD (elected 10.05.2023)

Gyrid Skalleberg Ingerø Deputy Chair of BoD (elected 10.05.2023)

Pieter Knook2

Astrid Simonsen Joos

Nina Bjornstad

Total

compensation

702

346

782

582

561

Board

compen-

sation

633

272

544

379

379

Committee

compensation

69

74

238

202

181

Share

ownership 31.12.2023

40 000

4 000

0

0

0

5-year development	19
2024 Disclosure	20
The Board of Director's
statement	21
Auditor's statement	22

NOK in thousands

Board of Directors (fixed fee and allowances) Risk and Audit Committee

People & Compensation Committee1

Sustainability and Compliance Committee2

Technology and Innovation Committee

Total fees for board services to Telenor ASA during the year

2022

4 733

637

483

246

319

6 420

2023

4 760

663

439

98

320

6 280

Ottar Ertzeid (elected 10.05.2023)

Jan Geldmacher2 (elected 10.05.2023)

Sune Jakobsson3 (employee-elected 10.05.2023)

Esben Smistad 3 (employee-elected 10.05.2023)

Irene Vold3 (employee-elected)

Gunn Wærsted1 Former Chair of BoD (until 10.05.2023)

361

387

287

320

497

346

246

347

246

246

379

279

115

40

40

74

117

67

20 000

0

4 992

0

4 720

-

Executive

Compensation

Report 2023

1. The People & Compensation Committee changed name from People & Governance Committee during 2023.
2. The Sustainability and Compliance Committee was discontinued as of March 2023

Jørgen Kildahl2

Former Deputy Chair of BoD (until 10.05.2023)

Jan Otto Eriksen3 (until 10.05.2023)

Jon Erik Reinhardsen (until 10.05.2023)

Elisabetta Ripa2 (until 10.05.2023)

Roger Rønning3 (until 10.05.2023)

288

183

247

224

168

214

133

133

197

133

74

51

114

28

35

-

-

-

-

4 800

6

1. Taxable benefit related to electronic communication (NOK 4 392) is excluded from table
2. Board compensation is inclusive of international travel allowance where applicable
3. The compensation for employee elected board members and deputies, includes board compensation only, compensation earned under regular employment with Telenor Group companies are not included

Table of Contents

Welcome	2
Strategy	3
Company Performance	4
Compensation to the
Corporate Assembly
and Board of Directors	5
Compensation to GLT	8
Total Compensation	10
Short-term incentive	13
Share plans	16
5-year development	19
2024 Disclosure	20
The Board of Director's
statement	21
Auditor's statement	22

Board fee development past 5 years

Annual fee (YoY%)		2019		2020		2021		2022		2023
Board of Directors
Chair		691 000		691 000		712 400		775 800		833 200
	-		0.0%		3.1%		8.9%		7.4%
Deputy		392 000		392 000		404 000		417 700		436 100
	-		0.0%		3.1%		3.4%		4.4%
Member		346 000		346 000		357 000		369 100		385 300
	-		0.0%		3.2%		3.4%		4.4%
Risk & Audit Committee
Chair		206 000		206 000		212 500		219 700		229 400
	-		0.0%		3.2%		3.2%		4.4%
Member		133 000		133 000		137 000		141 700		147 900
	-		0.0%		3.0%		3.4%		4.4%
People & Compensation Committee
Chair		123 000		123 000		127 000		131 300		137 100
	-		0.0%		3.3%		3.4%		4.4%
Member		92 000		92 000		94 900		98 100		102 400
	-		0.0%		3.2%		3.4%		4.4%
Sustainability & Compliance Committee
Chair		9 200		9 200		9 500		65 000		67 850
	-		0.0%		3.3%		n/a		4.4%
Member		8 600		8 600		8 900		55 000		57 400
	-		0.0%		3.5%		n/a		4.4%
Transformation & Innovation Committee
Chair				15 500		90 000		94 000
	15 000		15 000
	-		0.0%		3.3%		n/a		4.4%
Member		14 400		14 400		14 900		77 000		80 400
	-		0.0%		3.5%		n/a		4.4%

Executive

Compensation

Report 2023

7

The Sustainability & Compliance Committee was discontinued in March 2023. The fee structure changed from per meeting to annual for the Sustainability & Compliance Committee and Transformation & Innovation Committee effective 11 May 2022, and as such there is no direct comparison between 2021 and 2022.

Table of Contents

Welcome	2
Strategy	3
Company Performance	4
Compensation to the

Compensation to Group Leadership Team

During 2023, Telenor's compensation consisted of base pay, short-term incentive (maximum 50% of base pay), long-term incentive (maximum 30% of base pay), pension plan and benefits, as referenced in the applicable policy, valid up to and including 2023.

The following table provides an overview of the Group Leadership Team during 2023 and any individual terms or other relevant information pertaining to the reporting year.

Corporate Assembly
and Board of Directors	5
Compensation to GLT	8
Total Compensation	10
Short-term incentive	13
Share plans	16
5-year development	19
2024 Disclosure	20
The Board of Director's
statement	21
Auditor's statement	22

Executive

Sigve Brekke

Tone Hegland Bachke Amol Phadke

Rita Skjærvik

Jørgen C. Arentz

Rostrup

Petter-Børre Furberg

Jannicke Hilland

Dan Ouchterlony

Ruza Sabanovic

Position (period served where parts of year)

President and Chief Executive Officer (P&CEO)

EVP and Chief Financial Officer

EVP and Chief Technology Officer, from 1 Sep 2023

EVP and Chief People, Sustainability and External Relations Officer

EVP and Head of Telenor Nordics, from 1 Oct 2023

EVP and Head of Telenor Asia, until 30 Sep 2023

EVP and Head of Telenor Asia, from 1 Oct 2023 EVP and Head of Telenor Nordics, until 30 Sep 2023

EVP and Head of Telenor Infrastructure

EVP and Head of Telenor Amp

EVP and Chief Technology Officer, until 31 Aug 2023

Individual terms & other information

Individual pension plan: Defined benefit with 60% of pensionable earnings until the age of 75, thereafter 58%. Pensionable earnings capped at NOK 6.170 million (subject to annual index regulation) and entitlement to retire at age 65. The pension agreement is dated 1 Dec 2011.

Member of legacy pension plans in accordance with company policy: Defined benefit with 66% of pensionable earnings up to 12G, and defined contribution at 15% of pensionable earnings above 12G. The pension agreement is dated 2 Nov 2010.

Executive pension plan for Telenor's Swedish companies: A collective defined contribution pension plan and executive top hat pension plan with a combined total contribution of 30% of annual base pay. The pension agreement is dated 15 July 2022.

Executive

Compensation

Report 2023

8

Compensation Benchmark

The Norwegian market is decided to be the main reference due to the Norwegian state's ownership in Telenor ASA. The state's guidelines related to executive compensation apply to the President & CEO and all GLT roles.

The peer groups against which executive compensation were assessed for 2023 were mainly comprising of other major state-owned companies in Norway. In addition, other relevant companies that are comparable to Telenor in size and complexity are also included. For recruitments outside of Norway, Telenor apply local market conditions, which - according to the Compensation Policy - are benchmarked towards a relevant local industry peer group, using the same criteria as in Norway.

The President and CEO compensation is accordingly benchmarked by referencing a peer group consisting of other major Norwegian state-owned companies and other relevant industries that are similar to Telenor's size and complexity. The Board of Telenor is also kept up to date on the development and trends related to executive compensation in the Norwegian, Nordic and European landscape. The benchmark of the President and CEO compensation at 'on-target performance' for 2023 revealed the following positioning:

Market positioning of President & CEO compensation 2023

Benchmarks	Positioning as of 2023
Norwegian Peer Group	In line with market median

Market compensation data is collected and benchmarked with support from a well-established provider of market data.

Table of Contents

Welcome	2
Strategy	3
Company Performance	4
Compensation to the
Corporate Assembly
and Board of Directors	5
Compensation to GLT	8
Total Compensation	10
Short-term incentive	13
Share plans	16
5-year development	19
2024 Disclosure	20
The Board of Director's
statement	21
Auditor's statement	22

Executive

Compensation

Report 2023

Base salary development

Base salaries are set and adjusted based on the local market and business context, the scope of the role and responsibilities, and the individual's experience and competence level relevant to the role. On a regular basis, Telenor participates in salary surveys and conducts compensation benchmarking to ensure that salary levels are competitive and in line with local market practice. To secure moderation in its pay setting practices, Telenor targets the median level when benchmarking compensation and setting salary levels.

In accordance with Telenor's executive compensation policy, the union negotiated salary settlement or defined salary budget (percentage increase) are typically also applied for the executives and the average employee adjustment (nominal amount) is used as a reference point. This approach enables Telenor to balance the need to be competitive, yet moderate and aligned with the broader employee population and the society at large - both in the short perspective as well as over time.

Salaries are reviewed on an annual basis, taking the following key considerations into account:

• Business performance and local market economic indicators
• Salary level relative to the local market (ref. benchmarking)
• The individual's impact on the business: "what" and "how" in line with Telenor Behaviours

For 2023, the Board of Directors concluded the salary increase for the President and CEO to be NOK 50 000 (0.7%), corresponding to the average nominal increase for the general work- force in Telenor in Norway.

For the Group Leadership Team, an individual assessment was conducted for 2023, based on the principles outlined in the executive compensation policy and described above. EVP CFO (Bachke), EVP Infrastructure (Hilland), EVP PSER (Skjærvik) and EVP Amp (Ouchterlony) were subject to a salary increase in line with the salary development for regular employees in percentage, based on performance, impact and the need to stay competitive. In addition, the salary for EVP CFO (Bachke) was further adjusted by 9.6% to align her compensation with the market level in Norway. Three members from the Group Leadership Team, EVP Asia (Furberg),

EVP Nordics (Rostrup) and EVP CTO (Phadke) took on new responsibilities subject to new contractual terms, effective 1 October 2023 and 1 September 2023 (Phadke) and as such were ineligible for the annual salary review. The new contractual terms for the three members are already set in accordance with Telenor's 2024 compensation policy. Additionally, for Furberg, the salary is on net terms since the start of his international assignment. On the other hand, Rostrup has repatriated, and the new salary is set in accordance with the Norwegian market. Former CTO (Sabanovic), transitioned to local Norwegian contractual terms from her ex-patriate terms, effective 1 February 2023.

The total average salary increase for the GLT, excluding the CFO's market adjustment, was

5.0 % (NOK 196 650 nominal average), including the President & CEO it was 3.7 % (NOK 167 320 nominal average). The union negotiated salary settlement for employees in Telenor ASA and Telenor Norway was 5.4 %, corresponding to an average nominal increase of NOK 46 745 in 2023.

The salary increases for the Group Leadership Team were effective 1 July 2023.

Compensation to the Group Leadership Team

In 2023, the aggregate compensation to the Group Leadership Team was NOK 77.8 million, compared to NOK 73.0 million in 2022. In 2023, none of the executives received compensation from other Telenor Group companies than their primary employer, nor did they have any loans from the company.

In accordance with the Norwegian Public Limited Liability Companies Act, the Accounting Act, and the Norwegian Government's guidelines for executive compensation, and in line with the Norwegian Corporate Governance Board (NCGB) Code of Practice., all aspects of compensation earned by the President and CEO and other members of the Group Leadership Team are presented below.

The numbers provided in the compensation table are based on the respective periods served in the Group Leadership Team. The figures a re i n N OK t housands, u sing average c urrency exchange rates for 2023 and 2022, where applicable.

9

Table of Contents

Total Compensation to the Group Leadership Team

Welcome	2
Strategy	3
Company Performance	4
Compensation to the
Corporate Assembly
and Board of Directors	5
Compensation to GLT	8
Total Compensation	10
Short-term incentive	13
Share plans	16
5-year development	19
2024 Disclosure	20
The Board of Director's
statement	21
Auditor's statement	22

EVP 1) position

Sigve Brekke,

President & CEO

Tone H. Bachke,

EVP & Chief Financial Officer

Amol Phadke

EVP & Chief Technology Officer

Rita Skjærvik,

Chief People, Sustainability & External Relations Officer

Jørgen C. A. Rostrup,2, 3

EVP & Head of Nordics

Petter-Børre Furberg,2

EVP & Head of Asia

Jannicke Hilland,

EVP & Head of Telenor Infrastructure

Dan Ouchterlony,

EVP & Head of Telenor Amp

Ruza Sabanovic,2

Former EVP & Chief Technology Officer

Year

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

Contractual base salary 31 Dec

1. 943

1. 893
   4 779
   4 156

GBP 600

3 175

3 012

5 900

5 090

5 700

4 056

4 111

3 900

SEK 4 797 SEK 4 608

1. 550

1. 430

Salary Adjustment

0.7%

3.9%

15.0%

4.0%

n/a

5.4%

7.4%

n/a

2.9%

n/a

4.0%

5.4%

n/a

4.1%

n/a

n/a

4%

Base

salary

1. 508
   7 282

1. 823

1. 354

1. 628

1. 320

1. 092

1. 889

1. 955

1. 559
   4 222

1. 326
   1 092
   4 981

1. 316

1. 444
2. 408

Benefits

310

228

182

181

135

185

181

2 979

2 159

1 183

181

326

45

46

13

589

857

Short-

term

incentive

(STI)

1. 686

1. 133
2. 1. 771

1. 392
2. 1. 
      487
   2. 176

1 009

1. 350

1. 155
2. 1. 
      1 284
      1 132
   2. 747
   3. 031
      424

1. 109
   1 506

Long-term

incentive (LTI)

1. 596
   2 415
   945

1. 020

547

589

717

1 479

893

1 386

195

541

335

805

Extraordinary

items

Pension

4 494

4 201

150

141

263

150

141

182

180

856

765

150

47

1 643

503

100

141

Total

Compensation

1. 594

1. 260
   7 871
   7 087
   3 513

1. 378

1. 012
   13 116
   12 928

1. 775

1. 685

1. 745
2. 1. 184
      9 242
   2. 256

1. 576
2. 
   7 716

Fixed / Variable Compensation (as % of total)

74 / 26

72 / 28

65 / 35

66 / 34

86 / 14

68 / 32

68 / 32

77 / 23

72 / 28

78 / 22

67 / 33

71 / 29

100 / 0

72 / 28

81 / 19

74 / 26

70 / 30

Executive

Compensation

Report 2023

10

1. Individuals who are no longer part of Group Leadership Team as of 31 Dec 2022 are not included.
2. Individuals on international assignments have a net entitlement to base salary, short-term incentive, pension or allowance in lieu of pension and benefits. Benefits includes compensation not separately mentioned and benefits provided according to the international assignment policy, such as insurance, company car benefit or car allowance, accommodation, children's education, home travel, social security costs if the employee is maintained in the home country social security scheme, tax benefits etc. Base salary, short-term incentive, benefits and/or any taxable element in the 2023 table are reported as gross amounts based on estimated tax figures provided by an external service provider. Reconciliation of the tax calculation will occur when the tax return is settled, which will be during 2024 for most countries. Consequently, the actual tax amounts for 2023 will be reported as part of adjusted gross figures in next year's annual report. Figures pertaining to 2022 have been updated accordingly to reflect the same approach, where applicable.
3. In line with previous years, larger portions of Rostrup's compensation for the duration of the assignment are subject to taxation both in Norway and Singapore (double taxation). Norwegian taxes paid for 2022 of NOK 6.6 million and estimated Norwegian taxes for 2023 of NOK 6.7 million, before taking any exemptions into account, are not included in the above table.