BEWi : Nomination committee’s proposal to AGM 2024 (English)

The nomination committee's recommendations to the annual

general meeting in BEWI ASA on 4 June 2024

The nomination committee in BEWI ASA has the following composition:

• Liv Malvik, Chair
• Roar Husby

The nomination committee has held regular meetings since the previous general meeting.

During this period, the committee has assessed the board's work and composition based on the competence needs of BEWI ASA, the company's situation, opportunities, and challenges.

The nomination committee has contacted and encouraged the company's three largest shareholders to provide suggestions, if any, relating to the composition of the board, and has also been in dialogue with the respective board members of the company who are up for election this year. In addition, the nomination committee has asked for input to the election of new members to the nomination committee, as both current members of the nomination committee are up for election.

The nomination committee has also reviewed the company's board survey, which was carried out in the autumn of 2023. The survey reflects a well-composed board with good working processes.

Against the background of the macroeconomic situation, 2023 has been a more challenging year for the company, and thus also for the company's board. The nomination committee considers that the current board functions well as a collegium and that the board has broad and relevant expertise and a good understanding of the company's strategic challenges and opportunities.

For the general meeting of BEWI ASA on 4 June 2024, the nomination committee presents the following recommendations:

1. Election of members to the board of directors

The nomination committee recommends the re-election of the board members who are up for election in 2024.

The composition of the board of directors will then be as follows:

In accordance with the company's articles of association, the board members may be elected for up to two years.

Information about the board members can be found on the company's website (see www.bewi.com). In addition, the board members' competences are described in the company's annual report.

2. Election of members to the nomination committee

Both members of the current nomination committee are up for election in 2024. The following individuals are proposed to be elected as new members of the nomination committee in 2024:

• André Michaelsen - chair
• Rune Juliussen
• Marianne Bekken
• Svein Jensen

Below follows brief information about the new proposed members of the nomination committee.

André Michaelsen

André Michaelsen heads the Transactions & Technology department at the law firm Arntzen de Besche, and also heads the office of the law firm in Trondheim. He has more than 20 years' experience as a advisor, and broad experience within transactions, including equity transactions, share issues, venture capital, IPO processes as well as day-to-day advice to listed companies. He assists investment firms on questions relating to regulatory frameworks and conduct issues and has extensive procedural and dispute resolution experience, with the emphasis on company law disputes.

Rune Juliussen

Rune Juliussen currently holds the position of investment director at Kverva AS. He is a board member of, among others, Salvesen & Thams, and has previously held board positions in Frøy ASA, Napier Holding, Sparebank1 Markets, Boa Gruppen and Pareto Securities. He has more than 20 years' experience from investments and finance, including 10 years' experience from Investment Banking at Carnegie and Pareto until 2010. He has a degree in Business and Economic (No. siviløkonom) from BI Norwegian Business School.

Marianne Bekken

Marianne Bekken is a co-owner of Bekken Invest, and is thus indirectly a major shareholder in BEWI ASA through BEWI Invest AS. Bekken has worked actively in companies associated with BEWI Invest AS since 2013, including as former CEO of KMC Properties and BEWI Insulation Norway.

Marianne Bekken has a bachelor's degree in business and marketing from BI Norwegian Business School.

Svein Jensen

Svein Jensen has worked within the contractor market for 25 years and has spent part of this time founding and developing companies within electrical installation. He is currently the owner and holds the position of chairman of Installatøren Gruppen AS.

Further, Svein Jensen founded and developed the property company Eyli AS, which is today owned together with the Akselsen family (HAAS AS). The business of the company consists of, inter alia, purchase and sale of companies, financing and property development, as well as smaller investments in local companies.

3. Proposed remuneration to the members of the board of directors and committees

On Thursday 11 April 2024, the nomination committee in BEWI ASA held a meeting to stipulate the remuneration to the board of directors, the audit committee, the remuneration committee, and the nomination committee in BEWI ASA for the board period 2024/2025.

Basis: The general wage growth in Norway the past 2 years.

The nomination committee's proposal for new remuneration is as follows (remunerations for the previous period in parenthesis):

Trondheim, 23 April 2024,