Instructions for the Nomination Committee of Bionor Pharma ASA

(Resolved at the general meeting of Bionor Pharma ASA on 11 May 2012)

1. Tasks

1.1. Propose nominations to the general meeting in respect of board members and the chairman of the Board.
1.2. Propose nominations to the general meeting in respect of members and the chairman of the Nomination Committee.
1.3. Propose to the general meeting the fees to the directors and the members of the Nomination Committee.
1.4. Propose the Nomination committee instructions
1.5. Suggest amendments to the Nomination Committee mandate or the Company's articles of association.

2. Composition, Nomination and remuneration

2.1. The Nomination Committee shall have such composition and be elected pursuant to §7 of the Company's articles of association. §§ 6-7, 6-8 and 6-27 of the Public Limited Liability Company Act shall have equivalent application to the Nomination Committee.
2.2. The composition of the Nomination Committee shall reflect the ownership structure of the Company and safeguard the interests of the shareholders.
2.3. The majority of the members of the Nomination Committee shall be independent from the Board and management, thus to the greatest extent possible ensuring that the principles of independence as set out in the Norwegian Code of Practice (NUES), as in force from time to time, are adhered to.
2.4. The members of the Nomination Committee are normally elected for a period of 2 years at a time.
2.5. The general meeting shall decide the remuneration of the Nomination committee members. The Nomination committee shall itself furnish to the general meeting proposals for the Nomination of its members. Such proposal shall take into consideration the need for rotating the composition of the committee, so that the member that has been on the committee the longest will normally not be up for reelection. The company shall cover the expenses incurred by the Nomination committee.

3. Administrative procedures

3.1. The Nomination committee shall act in accordance with generally accepted principles for good ownership and corporate management, and shall adhere to the Norwegian Code of Practice (NUES).

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