Tomra : Nomination Committee Charter (proposal)

The nomination committee's proposal to the annual general meeting in TOMRA Systems ASA, 27 April 2023

The nomination committee in TOMRA Systems ASA consists of the following members:

• Rune Selmar (Chair)
• Hild F. Kinder
• Anders Mörck
• Tine Fossland

The nomination committee has since the last annual general meeting, held on 28 April 2022, met with the chairperson of the Board, shareholder and employee elected Board members and the Group's CEO and CFO. The committee has evaluated the Board's work and composition.

It is the committee's impression that the Board is well functioning. All Board members are active contributors and important competence areas like strategy development, marketing, technology, finance, risk and control are well covered by the Board.

The committee has in its nomination put emphasis on the need for broad and relevant competence within the Board, as well as continuity.

The committee has communicated directly with the Group's largest shareholders, as well as invited for proposals thru TOMRA's webpages.

To increase the Board members shareholding, the committee established at the annual general meeting in 2018 a system, where the shareholder elected Board members commit themself to invest at least 20% of their gross yearly Board fee in the company's shares, up until their holding equals at least one year gross Board fee. When the holding exceeds one year Board fee, the members are free to sell shares, as long as the total shareholding remains above one year's gross Board fee. The transactions should always follow the insider trading rules and guidance established by management.

The committee is of the opinion that the system has worked according to the intentions and recommends that it is continued in the upcoming period.

Matter 10: Determination of remuneration for the Board of Directors

The nomination committee proposes that the general meeting passes the following resolution:

«For the period May 2023 to May 2024, the members of the Board of Directors are remunerated as follows (last year's figures in brackets):

Chairperson of the Board:	NOK 1 071 000 (NOK 1 030 000)
External Board members:	NOK 563 500 (NOK 541 613)

External Board members are required to purchase TOMRA shares equal to 20% of their annual gross Board fee. The requirement no longer applies once the value of the shareholding exceeds the gross annual Board fee. Excessive shares might then be sold. Guidelines for purchase and eventual sale of shares are established by management.

In addition, chairpersons and external members of the compensation committee and the sustainability committee are to be given an annual remuneration of NOK 67 500 (NOK 65 000) and NOK 41 500 (NOK 40 000), respectively.

In addition, chairperson and external members of the audit committee are to be given an annual remuneration of NOK 93 500 (NOK 90 000) and NOK 62 500 (NOK 60 000), respectively.

Employee elected Board members receive a remuneration of NOK 260 500 (NOK 250 576) for the period May 2023 to May 2024.»

The remuneration has been adjusted with ~4%, reflecting the general inflation.

The remuneration for employee elected Board members is assumed to cover board responsibilities and time for preparation. Time spent in board meetings is assumed to be covered by the employees' normal wages.

Matter 11: Determination of remuneration for the nomination committee

The nomination committee proposes that the general meeting passes the following resolution:

«Anders Mørch is employed by Investment AB Latour (Latour) and is nominated to the nomination committee by Latour, which is the largest shareholder in TOMRA Systems ASA. According to Latour's internal policies, members appointed by them, should not receive a separate compensation for this.

For the other members of the nomination committee, the committee suggests:

For the period May 2023 to May 2024, the chairperson and the independent members of the nomination committee are to be given an annual compensation of NOK 109 000 (NOK 105 000) and NOK 73 000 (NOK 70 000), respectively.»

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Matter 12: Election of shareholder elected members of the Board of Directors

The nomination committee has considered the composition of the Board of Directors following the last general meeting and is of the opinion that it is desirable to continue with 5 shareholder elected Board members. Furthermore, the committee has emphasized that the Board's composition is in accordance with NUES' recommendation on independence. Two of the Board members are not considered to be independent of TOMRA's largest shareholder. Other Board members are considered to be independent of major shareholders, senior employees and significant business connections.

Consequently, the following persons are nominated to the Board for the upcoming period:

Chair: Johan Hjertonsson (re-elected)

Johan Hjertonsson is CEO of Investment AB Latour. He has previously been CEO of AB Fagerhult, one of Latour's ten stock listed portfolio investments, CEO of Lammhult Design Group AB, in addition to holding several management positions within the Electrolux Group. Johan is chairperson of Alimak Group and Board member of ASSA ABLOY AB and Sweco AB, all being part of Latour's investment portfolio. He is also a Board member of Investment AB Latour. Johan is not considered independent of TOMRA's largest shareholder.

Member: Bodil Sonesson (re-elected)

Bodil Sonesson is CEO of AB Fagerhult. Her previous experience includes several positions within Axis Communications in the period 1996

• 2018, the last years as VP Global sales. She is also Board member at the Swedish chamber of commerce in Paris. Bodil is not considered independent of TOMRA's largest shareholder.

Member: Pierre Couderc (re-elected)

Pierre Couderc is Managing Director of Trouw Nutrition Iberia. He was previously CEO of Groupe Euralis from 2009 to 2020. Preceding this he held numerous management positions within the Danone Group from 1987 to 2008, including Executive General Manager at Jose Cuervo (2008-09), General Manager Asia Pacific (2005-08), General Manager Danone Mexico (2004-05), and General Manager Danone Argentina (2002-04). Pierre is considered independent of TOMRA's largest shareholder.

Member: Bjørn Matre (re-elected)

Bjørn Matre is owner & chair of Lille Oslo Eiendom AS and subsidiaries. Previous experience includes senior partner at the Boston Consulting Group (BCG) and chairperson BCG Europe, Middle East and Africa. Prior to this he held various leadership roles in the Nordic financial services industry. He is also Board member of Fritzøe Skoger AS. Bjørn is considered independent of TOMRA's largest shareholder.

Member: Hege Skryseth (re-elected)

Hege Skryseth is EVP of Technology, Digitalization and Innovation at Equinor. She was previously Executive Vice President of Kongsberg ASA and President of Kongsberg Digital and has vast experience from top management positions within international tech companies such as Microsoft Norway and Geodata (ESRI). Hege is Board member of Autostore Holdings Ltd. Hege is considered independent of TOMRA's largest shareholder.

The nomination committee has in particular emphasized two topics for the upcoming period.

TOMRA has followed the practice of electing the Board as a collegium, without the opportunity to vote for individual Board members at the annual general assembly, as each member's competence and background must be viewed together with the other members' background and competence.

In addition, each member's ability to dedicate sufficient time to the Board work has been considered in the nomination.

Matter 13: Election of members of the nomination committee

The committee has nominated the following persons to the nomination committee in TOMRA Systems ASA for the upcoming period:

Chair: Rune Selmar (re-elected)

Rune Selmar has previously been CEO of Folketrygdfondet and Odin Forvaltning AS. He has also had several positions in key Norwegian companies, including chairperson at Avantor ASA, Board member of Expert ASA, Hexagon Composites ASA and DnB Livsforsikring ASA.

Member: Hild F. Kinder (re-elected)

Hild F. Kinder has solid background from management recruitment, the last years as partner in KinderStiff Consulting, where her main focus has been towards bank/finance, industry and real estate. Preceding this, she worked 10 years as analyst/partner at Carnegie, where she received international top-rankings. Kinder led the Stockman-committee in NFF in 15 years, up until 2021. Hild is an authorized financial analyst and holds an MBA in Finance from NHH.

Member: Anders Mörck (re-elected)

Anders Mörck has more than 20 years of management experience from stock listed companies. Anders is CFO of the listed company Investment AB Latour. He is chairperson of Troax Group AB and Board member of HMS Networks AB, in addition to being Board member of the unlisted companies Swegon Group AB, Latour Industries AB, Nord-Lock International AB, Bemsiq AB and Hultafors Group AB. Anders has a CPA and an MBA from the university at Växjö.

Member: Tine Fossland (re-elected)

Tine Fossland is portfolio manager at Folketrygdfondet, where she among others, is following up on the investment in TOMRA. She has previously worked at EY and PwC. Tine is an authorized financial analyst and has an MBA in Finance from NHH and in sustainability from HEC Paris.

Oslo, 31 March 2023

Rune Selmar

Chairperson TOMRA Nomination Committee

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