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Nordic Financials ASA — Remuneration Information 2022
May 10, 2022
3521_rns_2022-05-10_042b68a8-856b-42c7-a4e0-77d09d2ff378.pdf
Remuneration Information
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Aega ASA Remuneration report 2021
Introduction
The remuneration awarded to management in 2021 was in line with the remuneration policy outlined in the Board of Directors' guidelines for remuneration. This report is prepared in accordance with the Norwegian Public Limited Liability Companies Act (the "Act") section 6-16 b. The Board of Directors of Aega ASA has prepared a report on the salary and other remuneration of the CEO of the Company awarded or due in 2021.
The Board of Directors has today considered and adopted the Remuneration Report of Aega ASA for the financial year 2021. The Remuneration Report will be presented for an advisory vote at the Annual General Meeting 2022.
During 2021 there has been no change in management team of the company. Through 2021 Aega used considerably amount of effort to grow Aega's industrial portfolio in Italy, contributed to further develop our financial holdings and improve our own business with the aim of becoming better, smarter, more cost efficient and faster in all aspects of our business. Compared to year 2020 Aega purchased more capacity and increased energy production considerably.
For Aega and its management core KPI's are revenues and EBITDA. Both increased substantially. Revenues increased with approximately 175 percent to 1,840,000 Euros, compared to 667,000 in 2020. 2021 EBITDA ended at Euro 389,000 compared to a loss of 137,000 in 2020, a positive 283 percent increase.
Remuneration Policy objectives
The main objectives of the Remuneration Policy are
a) to create a remuneration structure that will allow the Company to attract, reward and retain qualified management who will lead the Company in achieving its strategic objectives; and
b) to ensure that all management remuneration is directly and transparently linked with strategy and performance.
Summary of the remuneration structure
The remuneration structure for management through 2021 is shown in the table below.
| Element | Objective | Level | Performance measure |
|---|---|---|---|
| Fixed base salary | Align with the market to attract and retain qualified management. |
Competitive, but not market leading compared to the levels in other listed companies in Norway. |
Subject to annual review based on performance. |
| Annual bonus | Motivate and encourage performance and individual contribution. |
Currently no active scheme | Currently no active scheme |
| Long-term incentive plan | Motivate and encourage performance and individual contribution. |
Currently no active scheme | Currently no active scheme |
| Pension, insurance, and other benefits |
Provide competitive pension and insurance. |
Competitive, but not market leading compared to the levels in other listed companies in Norway. |
N/A |
Management remuneration
All figures in NOK
| 2021 | 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Role | Salary | Other remuneration Pension Total remuneration Salary Other remuneration Pension Total Remuneration | ||||||
| Markus Enge | CEO 01.02.18 - 31.01.20 | ||||||||
| Markus Enge | CFO 01.02.17 - 31.12.20 | 300 000 | 300 000 | ||||||
| Nils Petter Skaset CEO 01.02.20 - present | 1 800 000 | 5 1 8 8 | 1805 188 | 620 000 | 620 000 |
Mr. Skaset was appointed CEO from 1 February 2020. Through 2020 Mr. Skaset acted as management for hire and began his full-time employment in Aega ASA 1 January 2021.
Use of the right to reclaim
No remuneration has been reclaimed by the company from the CEO.
Management remuneration comparison of last five years
All figures in NOK
| Total remuneration | |||||
|---|---|---|---|---|---|
| Role | 2017 | 2018 | 2019 | 2020 | 2021 |
| CEO 01.01.17 - 29.09.17 | 1074631 | 1559181 | $\overline{a}$ | $\overline{\phantom{0}}$ | |
| 484 550 | |||||
| 45 % | |||||
| CEO 01.02.18 - 31.01.20 | 939 972 | 1 180 972 | 300 000 | $\overline{\phantom{0}}$ | |
| CFO 01.02.17 - 31.12.20 | 557052 | ||||
| 382 920 | 241 000 | $-880972$ | |||
| 69% | 26 % | $-75%$ | |||
| CEO 01.02.20 - present | $\overline{\phantom{a}}$ | $\cdot$ | $\overline{\phantom{a}}$ | 620 000 | 1805188 1 185 188 191 % |
| AEGA KPI | |||||
|---|---|---|---|---|---|
| AEGA - Revenues in EURO | 3 193 466 | 3 2 7 9 4 8 9 | 72 127 | 667030 | 1840784 |
| Change from previous year | 86 023 | $-3207362$ | 594 903 | 1 173 754 | |
| Change in % | 3 % | $-98%$ | 825 % | 176 % |
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Remuneration to Mr. Normann in 2018 is severance pay following his departure in 2017.
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In the Norwegian entity AEGA ASA, the CEO Mr Nils P. Skaset is the only employee in 2021.
The CEO and CFO roles have been filled by part-time consultants in 2019 and 2020. Hence, there is no meaningful comparison of full-time fixed salary development over the period 2017-2021. Consistency is restored from 2021 when full time CEO was hired and percentage change in total renumeration will be reported going forward.
Derogations and deviations from the remuneration policy and from the procedure for its implementation
There have been no deviations from the procedure for the implementation of the remuneration policy or any derogations from the remuneration policy itself.
Oslo, 28 April 2022 Board of Directors
Halldor Chr. Tjoflaat Kristine Larneng Jan P. Harto Chairman Board member Board member
To the General Meeting of Aega ASA
Independent auditor's assurance report on report on salary and other remuneration to directors
Opinion
We have performed an assurance engagement to obtain reasonable assurance that Aega ASA report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2021 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 as required by laws and regulations and the International Ethics Standards Board for Accountants' Code of International 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
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
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, 28 April 2022 PricewaterhouseCoopers AS
Jone Bauge State Authorised Public Accountant