Instructions for the Nomination Committee

INSTRUCTIONS FOR THE NOMINATION COMMITTEE

Adopted by the Board of Directors on 10th May 2016 and the General Assembly on 19th May 2016.

This document is adopted to secure that B2Holding ASA (“B2Holding” or the “Company”, and together with its consolidated subsidiaries the “Group”) complies with applicable regulations regarding the Company’s business.

These instructions for the Nomination Committee included herein are subject to the annual review by the board of directors of B2Holding (the "Board").

This document is solely for the internal use of the Group, and no one other than B2Holding can invoke breach of the content. Breaches of the content can however lead to sanctions from public authorities if the action also is a breach of any public regulations.

1 COMPOSITION

The Nomination Committee shall consist of three members. The Nomination Committee itself shall nominate candidates for election to the Nomination Committee and the members of the Nomination Committee shall be elected by the general meeting, including the Chairperson. A majority of the members shall be independent of the board of directors (the “Board”) and the executive management.

Each member of the Nomination Committee shall act for two years, or until such member’s replacement is appointed in accordance with this Section 1.

Any vacancies on the Nomination Committee resulting from death, resignation, removal or other cause shall be filled by the affirmative vote of a majority of the remaining members of the Nomination Committee then in office, even if less than a quorum of the Nomination Committee. Any replacement member of the Nomination Committee appointed in accordance with the preceding sentence shall hold office for the remainder of the term of the member for whom the vacancy is being filled.

2 MEETINGS

Meetings of the Nomination Committee shall be convened by the Chairperson of the Committee.

Each of the members of the Nomination Committee has the right to demand that a meeting be convened. The Chairperson of the Nomination Committee decides the meeting format.

The Nomination Committee decides to which degree the Chairperson of the Board, the Company’s Chief Executive Officer (the “CEO”) or others can participate in the Nomination Committee’s meetings. However, each year, both the CEO (or a member of the executive management of the Company (the “Management”) at the direction of the CEO) and the Chairman of the Board shall be invited to participate in at least one meeting of the Nomination Committee. The Nomination Committee constitutes a quorum when all members have been given the opportunity to participate and half or more of the committee’s members do participate. In case of an equal vote, the Chairperson has the casting vote.

Minutes shall be taken of the committee meetings. The minutes shall be signed by the participating members.

3 DUTIES AND RESPONSIBILITIES

The duties of the Nomination Committee are to:

(i) Submit a recommendation to the general meeting relating to the election of members and deputy members to the Board;

(ii) Submit a recommendation to the general meeting for compensation of members and deputy members of the Board;

(iii) Submit a recommendation to the general meeting relating to the election of members to the Nomination Committee; and

(iv) Submit a recommendation to the general meeting for compensation of members of the Nomination Committee.

4 PROCEDURES

The Nomination Committee’s recommendations for candidates to the Board must at all times satisfy the requirements relating to the composition of the Board laid down in applicable legislation and regulations of any stock exchanges on which the Company’s shares and bonds are listed.

In its work, the Nomination Committee must take into account the recommendations relating to the composition of the Board and Nomination Committee given in the Norwegian Code of Practice on Corporate Governance (the “Code”), and any other relevant recommendations relating to corporate governance.

The Nomination Committee may contact shareholders, members of the Board, the Management and external advisers. Shareholders shall be given the opportunity to propose Board member candidates to the Nomination Committee.

The Nomination Committee shall give weight to the proposed candidates’ experience, qualifications, and their capacity to serve as Directors of the Company and potentially as a member of the audit committee if required, in a satisfactory manner. Emphasis will also be given to ensuring reasonable representation in terms of gender and background, and to ensuring the independence of members of the Company’s Board.

If the Board has prepared an evaluation of the Board’s work, the Nomination Committee shall examine such report, and take its contents into consideration when making its recommendations.

Before recommending the proposed candidates, the Nomination Committee shall ask the candidates whether they are willing to serve as a Board member or, if applicable, as the Chairman of the Board. Only candidates who have confirmed that they are willing to take on such office shall be recommended.

The recommendation regarding election of members of the Nomination Committee shall be based on the principle that a majority of the members shall be independent of the Board and the Management.

The Nomination Committee must justify its recommendations and provide relevant information about the candidates, including information regarding qualifications, experience and independence. Any dissenting votes shall be stated in the recommendation.

The recommendations of the Nomination Committee shall be provided to the Board by 31 January each year in order to be available in time to be sent together with the notice of the general meeting, so that the shareholders have an opportunity to submit their views on the recommendation to the Nomination Committee ahead of the meeting.

The Chairperson of the committee, or a person authorised by the Chairperson, shall present the Committee’s recommendations to the general meeting, and give an account of the reasons for its recommendations.

5 COMPENSATION

The general meeting resolves the fee to be paid to the members of the Nomination Committee. The Nomination Committee’s expenses shall be covered by the Company.