Proposal from the Nomination Committee of Link Mobility Group Holding ASA

to the Extraordinary General Shareholder Meeting 12 July 2022.

The Nomination Committee and it´s Work

The Nomination Committee of Link Mobility Group Holding ASA is comprised of:

Tor Malmo (Chair)

Oddny Svergja

Reference is made to the Nomination Committee's proposal to the annual general meeting (AGM) on 5 May 2022, as updated on 25 May 2022, whereby the following Members to the Company's Board of Directors were elected by the AGM on 31 May 2022:

Jens Rugseth

Chairperson

Robert Joseph Nicewicz Jr

Board Member

Katherine Ji-Young Woo

Board Member

Grethe Helene Viksaas

Board Member

Sara Katarina Murby Forste

Board Member

Following the AGM, the Nomination Committee's process to nominate a new chairperson as replacement for Jens Rugseth has been ongoing. The Nomination Committee has as part of this process held conversations and interviews with potential candidates together with the Chairman of the Board, board members representing larger shareholders and the CEO.

Evaluation of the potential candidates has followed the same guidelines as for the Board of Directors, i.e. the Code of Conduct for the Nomination Committee approved at the General Meeting 2 October 2020 with "The Norwegian Code of Practice for Corporate Governance" as a guideline. Input from Shareholders, administration and existing members of the Board of Directors has also been taken into consideration.

Factors in the committee's evaluation included the need for relevant and complimentary qualifications considering the Company's business, strategy, growth plans, geographical presence and continuity. In addition, the committee has also considered the need for a solid understanding and knowledge of Shareholder representation, independence and capacity.

The Committees Proposal for Election of New Chairperson to the Board of Directors

Based on the above described process, the Nomination Committees proposes that André Christensen is elected as new Member and the New Chairperson of the Company's Board of Directors and that Jens Rugseth remain as a ordinary Member. No other changes are proposed and the Board of Directors will then comprise of the following Members:

André Christensen

Chairperson of the Board

New

Jens Rugseth

Board Member

Change of role to member

Robert Joseph Nicewicz Jr

Board Member

Katherine Ji-Young Woo

Board Member

Grethe Helene Viksaas

Board Member

Sara Katarina Murby Forste

Board Member

New Chairperson of the Board synopsis:

André Christensen is an entrepreneur and investor with broad strategic and operational experience from SaaS scale-ups across Europe, North America and Asia. He is a Norwegian citizen living in Toronto, Canada. He has extensive board experience as a board director of AdColony, Intermedia, Broadnet and Opera Software. He is currently the chair of the board of Otello Corp.

André started his first company already in his student days. He brought this entrepreneurial mindset to consulting in McKinsey and built up their digital practice in Scandinavia and later Canada as a Partner. In 2013 he left McKinsey and continued his career in global executive positions and in companies like Yahoo!, Quickplay, and AT&T. Today, he is the founder and CEO of Firstlight Media, a fast-growing SaaS within the OTT/IPTV space serving a global media market.

He has a Master of Science degree from the University of Mannheim in Germany and studied subjects within computer science at MIT in Boston.

Remuneration to the New Chairperson

Based on an agreement entered into between the Company and New Chairperson, the Nomination Committee proposes that the annual remuneration for the New Chairperson is NOK 600.000,- (to be calculated for the period from the AGM 2022 to the AGM 2023 and pro rata for the term served).

In addition, the Company and the New Chairperson has agreed that the New Chairperson should be granted 2,000,000 share options in the Company (the "COB Options") whereby 1 option gives right to subscribe for one 1 share in the Company. The main terms for the COB Options have been discussed with the Board of Directors and larger shareholders and is described in the proposed resolution below.

The background for the proposal is that this is deemed necessary and customary for attracting and retaining an international resource to the Company as the New Chairperson and that the Company wishes to offer competitive terms and incentives for the Chairperson wanting to continue in his role as Chairperson for the Company.

The Nomination Committee has considered the principles stipulated in NUES in connection with the proposal, including that board members should not be granted options. However, the Nomination Committee is of the opinion that the above background constitutes reasonable grounds to deviate from NUES in this respect.

Based on the above, the Nomination Committee proposes that the Extraordinary General Meeting approves the following resolution:

The chairperson can be granted 2,000,000 share options (the "COB Options"), whereby 1 option shall give the right to subscribe for 1 share in the Company. The subscription price shall be the volume weighted average trading price of the Company's shares on Oslo Børs the 10 last trading days before the date of the Extraordinary General Meeting. The share options shall vest on the date being 24 months after the day of grant and vested share options may be exercised during a period of 7 years from the day of grant. Vesting of the share options is subject to the chairperson not having withdrawn from his position as chairperson of the Company. The chairperson and the Company shall enter into a binding agreement setting out the terms of the COB Options, including the terms set out above.

Updated version - Code of Conduct for the Nomination Committee

The Code of Conduct resolved by the General Meeting on 9 May 2022 is updated with the Nomination Committee to propose the remunerations to the members of the Audit Committee and the Remuneration Committee.

The remuneration proposals for the following two Committees the "Board Remuneration Survey" performed by The Norwegian Institute is used as a reference.

Based on the above, the Nomination Committee proposes that the Extraordinary General Meeting approves the following remuneration to the committee members (being in addition to the remuneration approved by the AGM on 31 May 2022):

Remuneration - Audit Committee

For the term ending at AGM 2023 the following remuneration is proposed:

-

Committee Chair:

NOK 55.000, -

-

Committee Member:

NOK 40.000, -

Remuneration - Remuneration Committee

For the term ending at AGM 2023 the following remuneration is proposed:

-

Committee Chair:

NOK 40.000, -

-

Committee Member:

NOK 30.000, -

13 June 2022

Sign.

Chairman of the Nomination Committee

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Disclaimer

Link Mobility Group Holding ASA published this content on 20 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2022 11:23:06 UTC.