Expert Corporate Governance Service (ECGS)
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Telenor - AGM 07 May 2019

In general, Telenor is in compliance with the Norwegian regulations relating to the organisation and procedures of the AGM.

Under ITEM 7, the board of directors seeks approval of the auditor's remuneration. In view of the substantial amount of non-audit fees, ECGS recommends to vote OPPOSE.

Under ITEM 9.1, the board of directors seeks approval of the Company's remuneration guidelines. The proposed remuneration structure is not in line with ECGS' guidelines. Accordingly, ECGS recommends to vote OPPOSE.

Undet ITEM 9.2, the board of directors seeks approval of a revised LT incentive plan. Although ECGS welcomes the introduction of performance conditions under the plan, this will only take effect from FY 2020 and henceforth, which implies that the current as well as upcoming (2019) plan still do not operate one or more challenging performance conditions. As ECGS does not approve of LT incentive plans that do not operate one or more clearly disclosed performance conditions, it recommends to vote OPPOSE

Telenor ASA

Telenor is a holding company. Through its subsidiaries, Co. operates as a telecommunication company. Co. provides mobile communication, fixed line communication, and broadcasting activities. Co.'s mobile communication business includes voice, data, Internet, content services, customer equipment and messaging. Fixed service comprise telephony, Internet and television (TV), leased lines as well as data services and managed services. Broadcast comprises Canal Digital DTH in the Nordics, satellite broadcasting, terrestrial radio and TV transmission in Norway and Belgium and encryption related services for TV distribution.


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