Axactor SE

Remuneration Information • Jun 15, 2023

Axactor ASA: Employee share option plan 2023

Axactor ASA: Employee share option plan 2023

In accordance with the authorization granted by the AGM on 3 May 2023, the board

of directors of Axactor ASA has decided to establish a long-term incentive

program (LTI 2023) for senior executives and key personnel employed by the

Axactor group. The plan encompasses up to 3 500 000 shares. The company's

liability with respect to the scheme will be met through holdings of treasury

shares or by issuing new shares.

Under the LTI 2023, participants will receive share options, which, if certain

predefined performance criteria are met within a performance period, can be

exercised by paying the predefined strike price. The strike price is set as the

average share price of the last 30 days prior to grant. One share option gives a

contingent entitlement to one share after paying the strike price.

The following criteria determine the award of options during the three-year

performance period:

1/3: employed when the performance period ends

1/3: share price development equal to or better than peers

1/3: return on equity meeting target set by the board of directors

Vesting of share options presumes that the individual is an employee of Axactor

group. The total gain from exercised options during one calendar year shall not

exceed 200 per cent of the participant's base salary at grant. The number of

options will be adjusted in the event of a dividend payout to preserve, but not

increase, the value of the share option allocation.

The LTI 2023 goes into effect on 15 June 2023 and the share options will be

vested after three years.

Primary insiders in the company have been allocated the following grants of

options, according to the terms described above:

- Johnny Tsolis, CEO, has been granted 950 000 share options. Following the

grant, he holds 2 932 456 options in the company.

- Nina Mortensen, CFO, has been granted 125 000 share options. Following the

grant, she holds 650 000 options in the company.

- Kyrre Svae, Chief of Strategy and IR, has been granted 150 000 share options.

Following the grant, he holds 800 000 options in the company.

- Arnt Andre Dullum, COO, has been granted 125 000 share options. Following the

grant, he holds 891 228 options in the company.

- Karl Mamelund, Chief of Investments, has been granted 200 000 share options.

Following the grant, he holds 425 000 options in the company.

- Vibeke Ly, Chief of Staff, has been granted 125 000 share options. Following

the grant, she holds 891 228 options in the company.

Further the following have been granted share options:

- Stina Koren, country manager in Norway, has been granted 125 000 share

options. Following the grant, she holds 1 043 713 options in the company.

- Lisa Sohtell, country manager in Sweden, has been granted 125 000 share

options. Following the grant, she holds 968 713 options in the company.

- Heidi Piispanen, country manager in Finland, has been granted 125 000 share

options. Following the grant, she holds 650 000 options in the company.

- Steffen Fink, country manager in Germany, has been granted 125 000 share

options. Following the grant, he holds 900 000 options in the company.

- Antonio Cataneo, country manager in Italy, has been granted 175 000 share

options. Following the grant, he holds 1 093 713 options in the company.

- Andres Lopez, country manager in Spain, has been granted 400 000 share

options. Following the grant, he holds 2 593 713 options in the company.

Of the 3 500 000 share options, 2 750 000 share options have been granted.