Aker Horizons — Remuneration Information 2024

Mar 21, 2024

Remuneration Report 2023

Introduction

This Remuneration Report has been prepared in accordance with the Norwegian Public Limited Liability Companies Act section 6-16b and describes the principles for and the actual remuneration vested by the executive management in Aker Horizons ASA ("Aker Horizons" or the "Company") during 2023. The report is presented for advisory vote by the Company's annual general meeting to be held on 17 April 2024. Following the vote, the Remuneration Report will be made available at the Company's website. The Remuneration Report for 2022 was endorsed by the General Meeting on 21 April 2023.

The principles and framework for remuneration to the executives are set out in the Executive Remuneration Guidelines for Aker Horizons ("the Guidelines"), which were approved at the Company's annual general meeting on 22 April 2022 and are also available on the Company's website. The Guidelines are designed to attract and retain executives, to align interests between executives and the Company's shareholders, and to encourage a strong and sustainable performance-based culture, which supports the Company's overall strategic ambitions and goals over time.

Highlights

The key events for the financial year 2023 and Aker Horizons' overall performance are summarized in the Board of Directors' Report of the Annual and Sustainability Report 2023. The Annual and Sustainability Report is available on the Company's website.

2023 was characterized by market volatility, macroeconomic headwinds and geopolitical tensions putting the clean energy industry under strain and impacting Aker Horizons' market segments. The Company continued to drive forward prioritized projects, maintain focus and financial discipline, and develop industrial partnerships, thereby strengthening the Company's position as an early mover in key Net Zero segments including CCUS, offshore wind and hydrogen.

Major events in Aker Horizons' portfolio in 2023 included Aker Carbon Capture's award of a contract for five Just Catch units and equipment for over EUR 200 million to Ørsted, Aker Horizons Asset Development joining forces with Statkraft on the Narvik Green Ammonia project in Narvik, Northern Norway, and the successful conclusion of the reorganization of Mainstream Renewable Power's Condor and Huemul portfolios in Chile. During 2023, Aker Horizons successfully implemented significant cost reduction programs throughout the portfolio.

Aker Horizons had a Net Asset Value of NOK 10.8 billion as of 31 December 2023, compared to NOK 15.1 billion as of 31 December 2022. The Company closed the year with a cash position of NOK 3.3 billion and total available corporate liquidity of NOK 8.9 billion.

There were no changes to the executive management in 2023 and the executives pertinent to the Guidelines include Chief Executive Officer (CEO) Kristian M. Røkke and Chief Financial Officer (CFO) Nanna Tollefsen (the "Executive Management" or separately as each "Executive"). The remuneration to the Executive Management for 2023 is in accordance with the principles set out in the Guidelines. No deviations have been made from the approved Guidelines and no remuneration was recovered from any of the Executive Management during 2023.

Total remuneration of the Executive Management

The total remuneration package for the Executive Management consists of a fixed salary, variable pay and other benefits such as standard employee pension and insurance coverage.

The remuneration to the CEO is recommended by the Chairman of the Board and approved by the Board of Directors on an annual basis, while the remuneration to the CFO is approved by the CEO, in consultation with the Chairman, and informed to the Board of Directors on an annual basis.

The table below shows the total remuneration awarded or due to the Executive Management for 2023.

Amounts in NOK thousand	Year	Base salary	Fringe benefits1	Variable pay	Extra ordinary items	Pension expense2	Total rem.	Proportion fixed vs variable rem.
Kristian	2023	6,569	23	3,089	—	195	9,877	69/31
Røkke, CEO	2022	6,287	17	3,594	—	189	10,086	64/36
Nanna Tollefsen, CFO	2023	2,737	23	2,158	901	197	6,017	49/51
	2022	2,620	42	2,246	—	193	5,101	56/44

1) Fringe benefits include membership in the standard employee benefit scheme and disability insurance.

2) The executive management team participates in the standard pension and insurance schemes applicable to all employees.

Executive Management received no remuneration for directorships or membership of nomination committees of other Aker companies. In 2023, Aker Horizons Holding AS invoiced a total of NOK 1.3 million for Kristian Røkke's directorship on other Aker companies.

Standard terms and remuneration components

In line with other Aker Horizons personnel, the Executive Management is offered standard employment contracts with terms and conditions consistent with industry standards. The CEO's employment contract can be terminated on three months' notice. In accordance with statutory law, the Company may request the resignation of the CEO at its own discretion against a severance payment equal to three months' salary from the expiry of the notice period. The CFO has a standard notice period of three months and no severance payment.

Fixed salary

The fixed salary to the Executive Management shall be in line with the market level for corresponding jobs in the industry and be based on responsibilities, expertise, and performance. The level of fixed salary is reviewed regularly, usually annually to ensure that it is set at the right level. The fixed salary for the Executive Management in 2023 consisted of base pay and is included in the table above. The base salary development for the Executive Management in 2023 was in line with the salary development of regular employees.

Variable salary

Variable remuneration to the CEO is recommended by the Chairman of the Board and approved by the Board of Directors on an annual basis. The remuneration to the CFO is approved by the CEO, in consultation with the Chairman of the Board, and informed to the Board of Directors of Aker Horizons on an annual basis.

In 2023, the Executive Management participated in an annual variable pay program. The annual variable pay program applicable to employees in the Company including the Executive Management in 2023, comprised of two components;

• a. 50 percent related to delivery of certain key financial, operational, and strategic targets (Company objectives)
• b. 50 percent related to delivery of personal performance objectives during the year

The annual variable remuneration is discretionary and for the CEO, the total variable pay from the various schemes shall not exceed two thirds of the annual base salary. For the CFO, the total variable pay from the various schemes shall not exceed 100 percent of the annual base salary.

The definition of the Company objectives and fulfillment assessment is subject to the Chairman and Board of Directors' approval and discretionary assessment. For the CEO, individual objectives are approved and assessed by the Chairman. For the CFO, the individual objectives are set and assessed by the CEO.

The main Company objectives used in assessing variable remuneration for the Executive Management in 2023 included:

• a. Safeguarding Mainstream's values in Chile
• b. Securing new contracts in Aker Carbon Capture
• c. Securing value-enhancing partnerships for portfolio companies and projects
• d. Cost reductions throughout the portfolio
• e. Net asset value development in 2023

Based on an overall assessment of the responsibilities, expertise and performance of the CEO, the 2023 variable remuneration for the CEO was set to NOK 2,758 thousand excluding holiday pay, which equates to 64 percent of the total maximum variable pay. The variable remuneration for the CFO was set to NOK 1,927 thousand excluding holiday pay, which equates to 71 percent of the total maximum variable pay.

Executives may be paid additional remuneration in extraordinary circumstances, provided that such extraordinary arrangements are made only at an individual level and with the view to either recruit or retain an executive, as compensation for extraordinary work beyond individual usual duties or as part of a termination settlement. Additional remuneration of NOK 901 thousand was awarded to Nanna Tollefsen in 2023 as a special incentive.

Share based remuneration

Executive Management may be offered to purchase shares in the Company or in affiliated companies. Shares may be offered at maximum of 30 percent price reduction or additional shares may be awarded, in exchange for accepting a defined lock-up period on the acquired shares. No such share program was offered in 2023.

The Company does not offer the Executive Management any share options and has not granted remuneration in the form shares, subscription rights, options, and other forms of remuneration linked to shares or the development of the share price in the Company or in other companies within the group in 2023.

Other benefits

The Executive Management participates in the collective pension and insurance scheme open to all employees in the Company. Pension is based on a defined contribution plan and is capped at 12G for all employees including the Executive Management.

None of the Executive Management have performance-based pension plans, prepayments or other forms of credit or guarantees from the Company except for the loans described below. The Executive Management receives non-monetary benefits such as phones, broad band etc. aligned with company practice. The Executive Management has loans from the Company related to the share program offered in 2021. As of 31 December 2023, the loan balance was NOK 16.1 million for Kristian Røkke and NOK 3.2 million for Nanna Tollefsen. Interest rates on the loans are equal to the prevailing interest rate for loans from an employer to employees as determined by the Norwegian Ministry of Finance ("normrente").

Comparative information on the change of remuneration and company performance

The below table shows comparative information on the change of remuneration for each executive since the Company was established in August 2020 in comparison with some selected company performance measures and average remuneration for all employees (excluding Executives). Total remuneration includes fixed and variable salary (including calculated holiday pay) in each year for the relevant individuals and/or all employees. However, with some of the variable salary being based upon individual achievement, and a variation of number of employees over time, the information below is not directly comparable.

Change of remuneration for each executive

	20202		20212		2022		2023
Amounts in NOK thousand	Fixed	Total	Fixed	Total3	Fixed	Total	Fixed	Total
Kristian Røkke, CEO	4,098	4,098	6,305	25,016	6,493	10,086	6,788	9,877
Change				53.9 % 510.5 %	3.0 %	-59.7 %	4.5 %	-2.1 %
Nanna Tollefsen, CFO1	n.a.	n.a.	2,912	5,309	2,855	5,101	2,958	6,017
Change					(2.0) %	-3.9 %	3.6 %	18.0 %
Ola B. Fosse, CFO1	2,242	2,242	2,335	4,201
Change			4.1 %	87.3 %

1. Ola Beinnes Fosse was CFO until 1 May 2021 and Nanna Tollefsen has been CFO from 1 May 2021.

2. Annualized for Kristian Røkke and Ola Beinnes Fosse in 2020. Annualized for Ola Beinnes Fosse and Nanna Tollefsen in 2021.

3. Total includes extraordinary items of NOK 14.9 million to Kristian Røkke that was used to acquire shares in Aker Horizons Holding AS as part of the incentive program described above (Share based remuneration)..

Group performance

Amounts in NOK million	20201	2021	2022	2023
Net asset value (NAV)	12,790	16,923	15,079	10,762
Change		32.0 %	-11.0 %	-29.0 %

1) Net asset value (NAV) of NOK 12,790 million is per 1 February 2021 (time of listing of Aker Horizons).

Average remuneration for all employees (excluding Executives)¹

Amounts in NOK thousand	2020	2021	2022	2023
Aker Horizons ASA employee	1,703	2,133	2,144	2,492
Change		25.2 %	0.5 %	16.2 %

1) Changes in average remuneration to employees has been subject to change as a result of both composition of the team and annual salary increase.

Compensation to the Board of Directors

The general meeting determines the compensation to the Board of Directors based on a proposal from the Nomination Committee. At the 2023 ordinary general meeting, the Nomination Committee proposed the compensation payable for the period between the 2022 ordinary general meeting and the 2023 ordinary general meeting.

No agreements exist which entitles the Directors to any extraordinary compensation, except for a consultancy agreement with Auke Lont that was terminated in February 2023. Lont received a fee of NOK 333 thousand (excluding VAT) based on approximately two working days per week. The consultant provided general advice related to the development of the Company and its portfolio companies. Lont did not have signature rights and no authority to sign any third-party agreements on behalf of the Company.

The fees in the table below represent expenses recognized in the income statement based on assumptions about fees to be approved at the general assembly rather than actual payments made. Unless explicitly stated below, members of the Board of Directors did not receive any other fees than those listed in the table.

			2023 1		2022
Amounts in NOK thousand		Share holding	Audit Committee fees	Board fees	Audit Committee fees	Board fees
Øyvind Eriksen1,2	Chairperson	285,714
Kjell Inge Røkke 1	Director
Lone Fønss Schrøder	Director		197	336	187	320
Lise Kingo	Director		37	108	108	320
Auke Lont	Director			108		320
Kimberly Mathisen	Director			227
Trond Bransrud	Director			227
Lene Landøy1	Deputy
Total			233	1,006	294	960

1. The fees allocated to Øyvind Eriksen, Kjell Inge Røkke and Lene Landøy will, as per Aker policies, be paid to their respective employer companies. Fee for Chairperson Øyvind Eriksen is NOK 651 thousand in 2023 (2022; NOK 620 thousand). Kjell Inge Røkke and deputy Lene Landøy was allocated NOK 320 thousand and NOK 159 thousand, respectively, in 2022).

2. Owns shares in Aker Horizons ASA through Erøy AS

3. The indicated fees for 2023 include an increase of 5% compared to 2022, based on a preliminary proposal from the board.

Aker Horizons' Board of Directors does not include any employee representatives.

Audit Committee

Aker Horizons has an Audit Committee which held six meetings in 2023. The Audit Committee comprise one director, Lone Fønss Schrøder.

Nomination committee

Current members of the nomination committee are Svein Oskar Stoknes (chair) and Ingebret Hisdal. They receive an annual compensation of NOK 55 thousand and NOK 44 thousand, respectively.

Aker Horizons ASA Johan Strandrudsvei 10 og 12, NO-1366 Lysaker, Norway