Remuneration report 2022

Cloudberry Clean Energy ASA

Content

1.	Introduction	3
2.	Summary of remuneration structure and guidelines	4
3.	Remuneration to the Company's Group Management of Cloudberry Clean Energy ASA	6
3.1	Overview	6
3.2	Total renumeration for the Group Management of Cloudberry Clean Energy ASA for 2022	6
3.3	Total renumeration for the Group Management of Cloudberry Clean Energy ASA for 2021	7
3.4	Performance based bonus to Group Management	7
3.5	Equity Incentive Program for Group Management	8
4.	Board of Directors remuneration	10
4.1	Remuneration for the Board of Directors in Cloudberry Clean Energy ASA	10
4.2	Share purchase program for Board Members	11
4.3	Deviation from policy and application of claw-back	11
5.	Development in remuneration and company performance	12
5.1	Board of Directors remuneration 2018-2022	12
5.2	Development in the Company's performance and the Group Management remuneration 2018-2022	12
	5.3 Development in Cloudberry Clean Energy ASA' employee remuneration from 2018-2022	14
6.	Statement by the Board of Directors	14
	Auditor's report	15

1. Introduction

In accordance with Section 6-16b of the Public Limited Liability Companies Act (the "Companies Act"), the Board of Cloudberry Clean Energy ASA (the "Company") is required to draw up an annual report that provides a complete overview of remuneration disbursed and due to leading personnel covered by the guidelines defined in Section 6-16a of the Companies Act. The report meets the requirements set out in the regulations on guidelines for and reporting of remuneration of executive personnel (in Norwegian: "Forskrift om retningslinjer og rapport om godtgjørelse for ledende personer").

Cloudberry has grown and developed significantly in 2022. The company delivered a strong EBITDA of NOK 381m in 2022 (proportionate), compared to NOK -25m in 2021. Group consolidated EBITDA increased from NOK -32m to NOK 151m. The proportionate production increased from 117 GWh to 268 GWh in the same period, largely because of the completion of Odal and Hån windfarms. Further, the Company acquired 60 % of Captiva, which constitutes the operations segment in Cloudberry, and established offices in Gothenburg and Eskilstuna in Sweden. Cloudberry increased the number of employees from 12 in 2021 to almost 60 by year end in 2022, mostly due to acquisition of the Captiva business. A new executive management team was established reflecting the expanded and new organization.

The remuneration awarded to the leading personnel1 in 2022 was in line with the policy for salary and

remuneration to the Company's leading personnel, which was approved by the Company's extraordinary General Meeting held 17 June 2021. The total remuneration to the Company's leading personnel described in the report is based on market practice and designed to support the Company's strategy, long-term interest, financial sustainability, as well as to attract and retain the Company's leading personnel. Cloudberry's remuneration of leading personnel shall be competitive and according to market terms, but not industry leading.

The main purpose of this report is to ensure transparency related to Cloudberry's remuneration policy and the actual remuneration of the leading personnel of Cloudberry and to confirm that Cloudberry complies with the guidelines approved by the Company's General Meeting.

¹ Leading personnel include: Members of the group management, members of the Board elected by the shareholders, and other employees that potentially are members of the Board.

2. Summary of remuneration structure and guidelines

The main purpose of the Company's remuneration guidelines is to allow shareholders to influence the parameters determining salary and other kinds of remuneration, to create a culture for remuneration that promotes the Company's long-term interests, sustainability ambitions, strategy and the

Company's financial sustainability, while at the same time ensuring the shareholders' influence. The structure and elements of the remuneration policy are described in the guidelines for remuneration of the Company's leading personnel and summarized in the table below:

Element	Leading personnel	Objective	Remuneration level	Performance measure
Fixed remuneration	Group Management	To attract, retain and motivate leaders with professional and personal competences required to manage the Company.	Competitive, fixed annual salary based on the individual's responsibilities, level of expertise, experience and results.	The fixed remuneration will be subject to annual assessment and be determined inter alia based on the wage developments in similar companies and the society as such.
Performance based bonus	Group Management	To stimulate the group management to work diligently to achieve the Company's strategic goals, sustainability ambitions and targets, and reward good performance.	The Board of Directors will determine the level of bonus based on a recommendation from the Compensation Committee and the CEO (except for the CEO's own goal achievement). The plan is limited to four times gross monthly salary for leading personnel and six times gross monthly salary for the CEO.	The performance-based bonus plan is based on key performance indicators ("KPIs"), both on a Company level and on an individual level. The KPIs include both financial and non-financial parameters. The individual KPIs are individualized to fit the specific role and responsibility which the role has best prerequisites to affect.
Equity incentive program	Group Management	To align the Company's and shareholders' interests and give the Company's employees an additional incentive to contribute to the Company's long-term success. The equity incentive program will also contribute to retaining employees in the Company.	The equity incentive program is based on annual allocations which is recommended by the Compensation Committee and the CEO (expect for the CEO's own allocation) and determined by the Board of Directors pending the approval by the General Meeting in the form of warrants issued to the participants of the program. The equity incentive program may cover up to 5% of the issued shares in the Company from time to time.	None

Element	Leading personnel	Objective	Remuneration level	Performance measure
Pension plans	Group Management	Provide competitive pension and insurance plans.	N/A	N/A
Benefits in kind	Group Management	Align with market to attract and retain qualified executives.	Competitive benefits which are common for similar positions in the industry, such as inter alia, free phone and cell phone plan, broadband subscription, and car allowance.	N/A
Fixed remuneration	Board of Directors	To attract, retain and motivate board members with professional and personal competences required to manage the Company.	Fixed remuneration. Board members which also are members of the sub committees of the Board will in addition receive separate remunerations for this based on a fixed annual amount.	None
Share purchase program	Board of directors	To ensure a close alignment of interest between the members of the Board of Directors and the Company's shareholders.	The Board members shall use 30% of the fixed gross remuneration (prior to tax) per year to acquire shares in the Company, until the value of the shares of each individual member reaches a threshold of two years of board remuneration. The Board members shall after the threshold of two years board remuneration has been achieved, be offered to use up to 30% of the gross board remuneration (prior to tax) to acquire shares.	None

3. Remuneration to the Company's Group Management of Cloudberry Clean Energy ASA

3.1 Overview

The remuneration of the members of the Group Management has been based on the guidelines determined by the Company's extraordinary general meeting held 17 June 2021. In 2022, the members of the Group Management, which are covered by this remuneration report, consisted of:

Name	Position

Anders Lenborg	Chief Executive Officer
Christian Helland	Chief Value Officer
Jon Gunnar Solli	Chief Operating Officer
Charlotte Bergqvist	Chief Development Officer
Stig J. Østebrøt	Chief Technology Officer
Ingrid Bjørdal	Chief Compliance and Organizational Officer

For 2022, Tor Arne Pedersen and Suna Alkan are no longer members of Group Management

The average base salary of the Group Management increased by 17% in 2022 (9% in 2021). The main reason for the increase is the significant change in tasks and responsibility of Group Management following the significant growth in the Group's business and the move to becoming a company listed on the main list of Oslo Stock Exchange. It is the Company's view that the current base salaries are representative for the individual's responsibilities, level of expertise, experience, and results and in line with market practice.

3.2 Total renumeration for the Group Management of Cloudberry Clean Energy ASA for 2022

FY 2022		Fixed		One year Variable		Multi-year variable	Pension			Proportionate of fixed and variable renumeration
Name	Title	Base salary	Other benefits	Annual Bonus	Number of warrants awarded at grant date in 2022	Share based variable renume ration1	Pension cost	Total remune ration	Fixed %	Variable %

Anders Lenborg	CEO	3 300	4	1 650	700 000	6 235	100	11 289	30%	70%
Christian Helland	CVO	2 600	4	867	550 000	4 812	90	8 373	32%	68%
Jon Gunnar Solli	COO	1 900	4	633	250 000	2 050	90	4 677	43%	57%
Charlotte Bergqvist	CDO	1 020	4	399	600 000	845	472	2 740	55%	45%
Stig J. Østebrøt	CTO	2 500	4	-	-	-	79	2 583	100%	-
Ingrid Bjørdal2	CCOO	650	4	216	-	-	3	873	75%	25%

¹ Equity incentive program is reported on expensed basis. As such, the earned share-based remuneration for 2022 also includes a portion of LTI earned in previous years.

² Ingrid Bjørdal was hired 1 September 2022 and the remuneration represent 4 months.

FY 2021		Fixed		One year Variable		Multi-year variable	Pension			Proportionate of fixed and variable renumeration
Name	Title	Base salary	Other benefits	Annual Bonus	Number of warrants awarded at grant date in 2021	Share based variable renume ration1	Pension cost	Total remune ration	Fixed %	Variable %

Anders Lenborg	CEO	2 700	4	1 350	1 900 000	1 729	83	5 866	48%	52%
Christian Helland	CVO	2 100	4	700	1 500 000	1 259	77	4 140	53%	47%
Jon Gunnar Solli	COO	1 850	4	600	600 000	586	79	3 119	62%	38%
Suna Alkan	CSO	1 640	4	400	300 000	355	87	2 486	70%	30%
Tor Arne Pedersen	CDO	1 850	4	150	300 000	401	87	2 492	78%	22%

3.3 Total renumeration for the Group Management of Cloudberry Clean Energy ASA for 2021

*Equity incentive program is reported on expensed basis. As such, the earned share-based remuneration for 2021 also includes a portion of LTI earned in previous years.

3.4 Performance based bonus to Group Management

The Group Management is part of the Company's performance-based bonus scheme. The bonus scheme is limited to four times gross monthly salary for leading personnel and six times gross monthly salary for the CEO.

The KPIs will consist of both general financial goals and individual quantifiable goals for each employee, which may be weighted differently for the different employees. The KPIs will, if appropriate, include parameters related to the Company's corporate social responsibility and environmental impact. In 2022, the main KPIs used to assess and determine performance-based bonus were the following:

· Corporate: Building portfolio, organization, culture and a long-term strategy for the company
· Financial: Revenue, balance sheet and market capitalization
· ESG: Improved reporting, creating value from ESG, improving direct & indirect emissions
· Production: Produced volumes (GWh) and increased capacity (MW)
· Development: New construction permits and backlog of projects

Achievement of the goals is evaluated at the end of each fiscal year and a potential bonus is paid as an annual remuneration. Performance related pay for 2022 was determined and paid in 2023.

Based on an evaluation of the performance of the Group Management, the team was awarded full bonuses ranging from 4 to 6 months gross salary.

The CEO's performance is assessed against a set of KPI 's agreed with the Board. The Boards assessment is that the CEO together with the management further have developed both the production and the development portfolio and successfully established a new offshore wind team in Gothenburg, Sweden. In addition, the CEO has continued to develop the company into a full fletched independent power producer covering the full life cycle of the company's portfolio of renewable assets and with improved ESG reporting and practices. The CEO has further developed the organization and compliance structure and implemented relevant guidelines and instructions according to relevant laws and regulations. The CEO has supported the management in general and especially within M&A processes and equity processes throughout the year. The Board is of the opinion that the CEO has met the KPI's for 2022 and that the company is well positioned for further growth. As a result, the Board has awarded the CEO a bonus for the 2022 performance of six months gross salary.

3.5 Equity Incentive Program for Group Management

The General Meeting of the Company has resolved that the Company shall have an equity incentive program which include, among others, the Group Management. Pursuant to the resolution by the General Meeting the equity incentive program may cover up to 5% of the issued shares in the Company from time to time.

The purpose of the equity incentive program is to align the Company's and shareholders' interests and give the Company's employees an additional incentive to contribute to the Company's long-term success. The equity incentive program will also contribute to retaining employees in the Company.

The equity incentive program is based on annual allocations which is determined by the Board of Directors and approved by the General Meeting in the form of warrants issued to the participants of the program.

The exercise price for the warrants is determined by the Board of Directors based on fair market value of the Shares on the date of allocation. Normally the warrants vest over a period of three years, with 1/3 each year after the allocation. The Board may however deviate from this if the Board finds it appropriate. If one shareholder acquires more than 50% of all shares all warrants are immediately vested.

Upon termination by the employee, the starting point is that the warrants will be cancelled, except for vested options which can be exercised for a limited period of time.

Below is a summary of the total warrants granted in 2020, 2021 and 2022:

Award date		20.03.2020	25.09.2020	17.06.2021	15.06.2022
Name	Title	Warrant package 1 - WP#1	Warrant package 2 - WP#2	Warrant package 3 - WP#3	Warrant package 4 - WP#4	Total

Anders Lenborg	CEO	250 000	545 000	1 900 000	700 000	3 395 000
Christian Helland	CVO	150 000	350 000	1 500 000	550 000	2 550 000
Jon Gunnar Solli	COO	100 000	200 000	600 000	250 000	1 150 000
Charlotte Bergqvist	CDO	-	-	-	600 000	600 000
Stig J. Østebrøt	CTO	-	-	-	-	-
Ingrid Bjørdal	CCOO	-	-	-	-	-
Other key employees1		275 000	330 000	1 500 000	900 000	3 005 000
Total warrants		775 000	1 425 000	5 500 000	3 000 000	10 700 000

¹ Other key employees are employees with key roles, but not part of Group management

Main conditions Name of Group Management team	Specification of warrant package	Award date	Vesting date	No. of warrants	Expiry date to exercice option	Strice price of the share (NOK)	B&S Fair Value at award date (NOK)	Total value at award date (tNOK)

Anders Lenborg (CEO)	WP #1	20.03.2020	20/03/2021	250 000	20.03.2025	11.1	3.6	898
	WP #2	25.09.2020	25/09/2021	545 000	25.09.2025	12.2	4.5	2 425
	WP #3	17.06.2021	1/3 vest after 12, 24 and 36 months	1 900 000	17.06.2026	12.5	5.6	10 640
	WP #4	15.06.2022	1/3 vest after 12, 24 and 36 months	700 000	28.04.2027	17.4	4.2	2 919
Christian Helland (CVO)	WP #1	20.03.2020	20/03/2021	150 000	20.03.2025	11.1	3.6	539
	WP #2	25.09.2020	25/09/2021	350 000	25.09.2025	12.2	4.5	1 558
	WP #3	17.06.2021	1/3 vest after 12, 24 and 36 months	1 500 000	17.06.2026	12.5	5.6	8 400
	WP #4	15.06.2022	1/3 vest after 12, 24 and 36 months	550 000	28.04.2027	17.4	4.2	2 294
Jon Gunnar Solli (COO)	WP #1	20.03.2020	20/03/2021	100 000	20.03.2025	11.1	3.6	359
	WP #2	25.09.2020	25/09/2021	200 000	25.09.2025	12.2	4.5	890
	WP #3	17.06.2021	1/3 vest after 12, 24 and 36 months	600 000	17.06.2026	12.5	5.6	3 360
	WP #4	15.06.2022	1/3 vest after 12, 24 and 36 months	250 000	28.04.2027	17.4	4.2	1 043
Charlotte Bergqvist (CDO)	WP #4	15.06.2022	1/3 vest after 12, 24 and 36 months	600 000	28.04.2027	17.4	4.2	2 502

Below is a summary of the warrants awarded, and the opening and closing balance in 2022:

Opening and closing balance FY2022	Opening balance		Closing balance
Name of Group Management team	No. of warrants awarded at begining of year	No. of warrants granted for 2022	No. of options exercised	Warrants unvested	Total number of warrants

Anders Lenborg (CEO)	2 695 000	700 000	-	2 231 668	3 395 000
Christian Helland (CVO)	2 000 000	550 000	-	1 716 667	2 550 000
Jon Gunnar Solli (COO)	900 000	250 000	-	750 001	1 150 000
Charlotte Bergqvist (CDO)	-	600 000	-	600 000	600 000
Stig J. Østebrøt (CTO)	-	-	-		-
Ingrid Bjørdal (CCOO)	-	-	-		-

4. Board of Directors remuneration

Each year, the general meeting determines the remuneration of the Board of Directors based on the Nomination Committee's proposal. The Board's remuneration shall reflect the Board's responsibilities, expertise, and use of time and the complexity of the business. Remuneration is based on a fixed annual amount, hence not dependent on any results.

Board members which also are members of the Board in the sub-committees, such as the Audit Committee, the Compensation Committee and the ESG-committee will in addition receive separate remuneration for their contributions. Remuneration for positions in these sub-committees is also based on a fixed annual amount.

4.1 Remuneration for the Board of Directors in Cloudberry Clean Energy ASA

The tables below set out the remuneration to the Board of Directors:

Remuneration for period between General Meetings for 2022/2023

NOK 1 000		Board		Renume				Share
Name	Title	renume ration	Audit committe	ration committee	ESG committee	Total remuneration	Paid in 2022	holding 31.12.2022 2

Frank J Berg	Chair of the Board	575	70	-	-	645	260	3 209 805
Petter W. Borg	Board Member	288	-	42	32	362	258	2 253 503
Benedicte H. Fossum	Board Member	288	-	-	42	330	245	100 103
Liv E. Lønnum	Board Member	288	-	32	-	320	205	7 765
Stefanie Witte	Board Member	288	-	32	-	320	-	-
Henrik Joelsson	Board Member	288	45	-	-	333	-	-
Nicolai Nordstrand	Board Member	288	45	-	-	333	-	31 264
Morten S. Bergesen	Board Member	-	-	-	-	-	255	40 965 279

Renumeration for period between General Meetings for 2021/2022

NOK 1 000 Name	Title	Board renume ration	Audit committe	Renume ration committee	ESG committee	Total remuneration	Paid in 2021	Share holding 31.12.2021 2
Frank J. Berg	Chair of the Board	550	60	-	-	610	550	3 202 040
Petter W. Borg	Board member	275	-	40	30	345	275	1 995 738
Morten S. Bergesen1	Board member	275	40	-	-	355	275	33 868 506
Benedicte H. Fossum	Board member	275	40	-	30	345	275	67 845
Liv E. Lønnum	Board member	275	-	30	-	305	275	-

¹ Morten Bergesen has in addition received NOK 40,000 in remuneration in his capacity as chairperson of the Nomination Committee.

² Frank J. Berg holds Shares via CCPartner AS.

Petter W. Borg holds Shares via Caddie Invest AS and Kewa Invest AS.

Morten S. Bergesen holds Shares via Havfonn AS. In addition, he is the CEO in Havfonn AS and Snefonn AS. Benedicte H. Fossum holds Shares via Mittas AS.

Due to change in routines for scheduled payment of remuneration to the Board, the remuneration for 2020 was not paid in 2021, but paid after the Annual General meeting in 2022. Remuneration for the committees in 2021/2022 was paid after the Annual General meeting 2022.

4.2 Share purchase program for Board Members

The Company has also introduced a share purchase program for the Board members. The purpose of the share purchase program is to ensure a close alignment of interest between the members of the Board of Directors and the Company's shareholders.

According to the program the Board members shall use 30% of the fixed gross board remuneration (prior to tax) per year to acquire shares in the Company, until the value of the shares of each individual member reaches a threshold of two years of board remuneration. The Board members shall after the threshold of two years board remuneration has been achieved, be offered to use up to 30% of the gross board remuneration (prior to tax) to acquire shares. The shares that are acquired pursuant to the program will be subject to a three-year lock-up and will be offered at a subscription price which is 15% below the prevailing market price. The program is personal for each member of the Board and the ownership of the shares must maintain under the control of the board member at all times.

In October 2022 the following shares were acquired under the share purchase program:

Name of Board member	Number of shares	Strike	Total share purchase (NOK)

Liv E. Lønnum	7 765	10.625	82 503
Petter W. Borg	7 765	10.625	82 503
Frank J Berg	7 765	10.625	82 503
Total	23 295		247 509

4.3 Deviation from policy and application of claw-back

In 2022, there were no claw-backs or deviations from the Company's remuneration policy that was implemented in June 2021. Further, the Board did not make any significant changes to the performance-based bonus scheme or the equity incentive awards in 2022.

5. Development in remuneration and company performance

5.1 Board of Directors remuneration 2018-2022

A summary of the development of the Board's remuneration for members serving in 2022, in the five-year period 2018–2022 is provided in the table below:

Name	Title	2018 1	2019	2020	2021	2022

Frank J Berg	Chair of the Board	-	-	200	610	645
Petter W. Borg	Board member	-	-	188	345	362
Benedicte H. Fossum	Board member	-	-	175	345	330
Liv E. Lønnum	Board member	-	-	175	305	320
Stefanie Witte	Board member	-	-	-	-	320
Henrik Joelsson	Board member	-	-	-	-	333
Nicolai Nordstrand	Board member	-	-	-	-	333
Morten S. Bergesen	Board member	-	-	175	355	-

¹ Cloudberry Clean Energy ASA was established 10.11.2017, the figures reported for 2018 represent the period 10.11.2017-31.12.2018

The Cloudberry Group was founded through a business combination in February 2020 and was listed on Oslo Børs Euronext Growth in April 2020. The Board of Directors was then established with five members. At the Company's General Meeting held 27 April 2022 the Board was expanded with two members, in total seven.

5.2 Development in the Company's performance and the Group Management remuneration 2018-2022 1

KPI			2018 2	2019	2020	2021	2022

Revenue (proportionate)	Financial	mNOK	-	-	5	83	646
EBITDA (proportionate)	Financial	mNOK	-	-	(27)	(25)	381
Market capitalization year-end 3	Financial	mNOK	(1)	5	1 486	3 787	3 612

CO2 reduction EU-27 electricity mix	Sustainability	tons CO2 eq.	-	-	5 378	29 133	59 496

Proportionate production	Production	GWh	-	-	21	117	268

Construction permit year-end	Development	MW	-	-	151	160	128

¹ For Group consolidated performance figures please refer to the Group annual report for 2022

² Cloudberry Clean Energy ASA was established 10.11.2017, the figures reported for 2018 represent the period 10.11.2017-31.12.2018

³ For the year end 2018 and 2019 is total equity presentet as the Company was not listed

The tables below present a summary of the development of the total remuneration of the Group Management in the five-year period 2018–2022:

5.2.1 Comparative table of the total renumeration paid from 2018-2022:

Name of Group Management team	Title	2018	2019	2020	2021	2022

Anders Lenborg	Chief Executive Officer	595	641	3 510	5 866	11 289
Christian Helland 1	Chief Value Officer	-	158	2 382	4 140	8 373
Jon Gunnar Solli 2	Chief Operating Officer	263	594	2 318	3 119	4 677
Charlotte Bergqvist	Chief Development Officer	-	-	-	-	2 740
Stig J. Østebrøt	Chief Technology Officer	-	-	-	-	2 583
Ingrid Bjørdal 3	Chief Compliance and Organizational Officer	-	-	-	-	873
Suna Alkan 4	Chief Sustainability Officer	-	211	1 999	2 486	-
Tor Arne Pedersen 5	Chief Development Officer	-	-	2 151	2 492	-

¹ Christian Helland was hired October 2019 and remuneration in 2019 represent 3 months

² Jon Gunnar was hired in August 2018 and remuneration in 2018 represent 5 months

³ Ingrid Bjørdal was hired 1 September 2022 and the remuneration represent 4 months

⁴ Suna Alkan was hired in September 2019 and remuneration in 2019 represent 4 months, from 2022 not a part of Group management

⁵ Tor Arne Pedersen was included in Febrary 2020 and remuneration in 2020 represent 10 months, from 2022 not a part of Group management

Please note that in 2018 and 2019 the Group was not formed and management remuneration was related to being an infrastructure investment fund with AIF concession from Finanstilsynet.

5.2.2 Comparative table of the fixed annual base salary of Group Management over the last four reported financial years:

Name of Group Management team	Title	2018 1	2019	2020	2021	2022

Anders Lenborg	Chief Executive Officer	N/A	-	283%	17%	22%
Christian Helland	Chief Value Officer	N/A	-	200%	17%	24%
Jon Gunnar Solli	Chief Operating Officer	N/A	-	209%	3%	3%
Charlotte Bergqvist	Chief Development Officer
Stig J. Østebrøt	Chief Technology Officer
Ingrid Bjørdal	Chief Compliance and Organizational Officer
Suna Alkan	Chief Sustainability Officer	N/A	-	167%	3%	N/A
Tor Arne Pedersen	Chief Development Officer	N/A	-	-	3%	N/A

N/A represent that there are no numbers to compare with.

5.3 Development in Cloudberry Clean Energy ASA' employee remuneration from 2018-2022

The table below summarize the development in Cloudberry Clean Energy ASA' key financial metrics and average total remuneration on a full-time equivalent basis of all employees in the five-year period 2018–2022.

NOK 1 000	2018	2019	2020	2021	2022

Average base salary employees	600	600	1 148	1 252	1 039
Average variable remuneration employees	-	-	579	720	443
Average pension cost employees	31	31	68	78	194
Average total remuneration employees	631	631	1 795	2 050	1 676
Average remuneration growth	N/A	-	184%	14%	-18%

Number of FTE's	2	3	8	12	55

In 2022, the average fixed base salary pay-ratio of the CEO compared to a full-time equivalent employee of the Company was 3.3 (2.4).

6. Statement by the Board of Directors

The Board of Directors has today considered and approved the Remuneration Report of Cloudberry Clean Energy ASA for the financial year 2022. The Remuneration Report has been prepared in accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act. The Remuneration Report will be presented for an advisory vote at the Annual General Meeting in 2023.

Oslo, 23 March 2023

The Board of Directors of Cloudberry Clean Energy ASA

Frank J. Berg Chair of the Board

Henrik Joelsson Board member

Petter W. Borg Board member

Nicolai Nordstrand Board member

Benedicte Fossum Board member

Stefanie Witte Board member

Liv Lønnum Board member

Statsautoriserte revisorer Ernst & Young AS

Dronning Eufemias gate 6a, 0191 Oslo Postboks 1156 Sentrum, 0107 Oslo

Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 24 00 24 00

www.ey.no Medlemmer av Den norske Revisorforening

INDEPENDENT AUDITOR'S ASSURANCE REPORT ON REMUNERATION REPORT

To the General Meeting of Cloudberry Clean Energy ASA

Opinion

We have performed an assurance engagement to obtain reasonable assurance that Cloudberry Clean Energy ASA's report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2022 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

Board of directors' responsibilities

The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.

Our independence and quality control

We are independent of the company in accordance with the requirements of the relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our firm applies International Standard on Quality Control 1 (ISQC 1) and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor's responsibilities

Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 – "Assurance engagements other than audits or reviews of historical financial information".

We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Oslo, 31 March 2023 ERNST & YOUNG AS

Asbjørn Ler State Authorised Public Accountant (Norway)

A member firm of Ernst & Young Global Limited

Cloudberry Clean Energy ASA Frøyas gate 15 0273 Oslo, Norway

[email protected] www.cloudberry.no

AI Terminal