The Committee shall consist of two members. Leading employees of Otello cannot be appointed as members of a Committee. The members of the Committee is selected in light of an evaluation of the company’s need for the employees to have a competence which, based on Otello’s business and organization, is necessary in order for the Committee to conduct its tasks. Two of the members are independent from the management.

Briefly summarized, some of the tasks of the Remuneration Committee include:

• Review corporate and individual goals and objectives relevant to the Chief Executive Officer’s Total Compensation, and evaluate the Chief Executive Officer’s performance relative to those goals and objectives, and a proposal for the Chief Executive Officer’s Total Compensation level based on this evaluation.
• In making a proposal for the long-term incentive component of Chief Executive Officer’s Total Compensation, the Committee will consider Otello’s performance, relative shareholder return, the value of long-term incentive compensation given to Chief Executive Officers at comparable companies, and the awards given to the Chief Executive Officer in past years.
• The Committee will review and advise on proposals made by the Chief Executive Officer with regard to the Total Compensation of members of the Executive Team.
• When fulfilling its responsibilities in relation to Total Compensation for the Chief Executive Officer and members of the Executive Team, the Committee will consider the Total Compensation of all levels of employees within Otello, in order to provide an appropriate context for making decisions at the Chief Executive Officer and members of the Executive Team levels.
• The Committee will make recommendations to the Board of Directors with respect to incentive compensation and equity-based incentive plans that require shareholder approval, and will act as a preparatory body for the Board of Directors in the management of shareholder-approved award and options plan(s).
• The Committee will review and assess on a regular basis Otello’s Corporate Governance policies and procedures, including policies embodied in these Rules of Procedure and applicable Corporate Governance Guidelines (such as the Code), and will recommend any proposed changes to the Board of Directors for approval. When reviewing and making recommendations with respect to Otello’s Corporate Governance policies and procedures, the Committee shall take into consideration changes in Norwegian corporate law, applicable stock exchange listing standards, the Code and such other changes in Norwegian best practices.
• The Committee will assist the Board of Directors with its annual evaluation of the Board of Directors, its committees and Otello’s management.
• Other duties and responsibilities as may be assigned to the Remuneration Committee, from time to time, by the Board of Directors.

Decision making authority shall remain with the Board of Directors and are not to be delegated to the Committee. The Committee shall report to the Board of Directors on a regular basis, and the report to the Board of Directors shall contain recommendations for the Board of Directors.