Principles for the selection of a managing body

1. Purpose and Scope

The purpose of these principles is to regulate the selection of members of the management board and the supervisory board of TKM Grupp AS in a manner that is transparent, objective and supportive of the company’s long-term strategic aims, and to promote diversity within the managing bodies in accordance with the Securities Market Act.

TKM Grupp AS considers it important that the composition of it managing bodies ensures a diversity of relevant knowledge, experience, perspectives and governance competencies, which support the sustainable development of the group, risk management and the protection of shareholders’ long-term interests.

2. Objective of Gender Balance

TKM Grupp AS sets the objective to achieve that the proportion of members of the underrepresented sex in the management board and the supervisory board is at least 33 percent, in accordance with the objectives stipulated in the Securities Market Act.

In pursuing this objective, the following shall be taken into account:

• the specific characteristics of the group’s governance structure;
• the size and composition of managing bodies;
• the need to ensure clarity, efficiency and unambiguous allocation of responsibility in governance;
• competence and management needs arising from the group’s strategies;
• the need to ensure a balanced and effectively functioning composition of the managing body as a whole;

To achieve the objective, no automatic quotas shall be applied and no candidate shall be preferred solely on the basis of gender.

3. Principles for the Composition and Selection of Managing Bodies

The management boards of TKM Grupp AS and its subsidiaries are generally composed of a single member. This governance model is based on the objective of ensuring clear allocation of responsibility, efficiency in decision-making, and avoiding fragmentation or dispersion of management responsibility.

The supervisory boards of TKM Grupp AS and the group’s companies generally consist of five members. In forming the supervisory board, it is considered important that the knowledge, experience and competencies of its members are complementary and support the performance of the supervisory board’s strategic and supervisory duties.

A transparend and objective selection process shall be ensured in the search for and evaluation of candidates for membership in managing bodies. Where possible, candidates of both sexes shall be included in the pool of candidates.

Candidates shall be assessed based on predefined criteria derived from the specific position, taking into account the candidate’s suitability for the particular management task and the need for the balanced functioning of the managing body as a whole.

In assessing candidates, the following shall, inter alia, be considered:

• education, professional knowledge and managerial experience;
• knowledge of the group’s fields of activity and business environment;
• competence in strategic management, risk management and organisational leadership;
• the candidate’s reputation, reliability and business standing;
• the ability to act independently and make well-reasoned decisions;
• the ability to devote sufficient time to the performance of the duties of a member of a managing body.

Where candidates have comparable qualifications, experience and suitability, due regard may also be given to the objectives of diversity and gender balance within the managing body.

4. Implementing Provisions

These principles have been approved by the supervisory board of TKM Grupp AS, and the supervisory board shall submit a proposal to the general geeting of shareholders for the approval of these principles at the annual general meeting in 2027.

Irrespective of the timing of approval of these principles by the general geeting, the principles shall apply within TKM Grupp AS as of their approval by the supervisory board.

The supervisory board shall oversee the implementation of these principles and shall regularly assess their relevance and alignment with the group’s governance structure, strategic aims and applicable legal requirements.