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Capsol Technologies ASA — Remuneration Information 2026
Apr 30, 2026
3572_rns_2026-04-30_6ff54680-3a19-4ff5-9863-7cbc57f41c8d.pdf
Remuneration Information
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Remuneration Report 2025
Capsol Technologies ASA
1. Introduction
This remuneration report provides an overview of remuneration paid or accrued to the executive management of Capsol Technologies ASA ("the Company") during the financial year 2025.
The report has been prepared in accordance with Section 6-16b of the Norwegian Public Limited Liability Companies Act and the Regulation on Guidelines and Report on Remuneration for Leading Persons.
Variable remuneration earned for the 2024 financial year was settled in 2025 partly or in whole in the form of RSUs rather than cash. These RSUs were granted based on predefined performance and retention criteria, including contribution to the Company's strategic and operational objectives. The Board has assessed the achievement of these criteria and considers that the conditions for allocation were met. The number of RSUs granted reflects the degree of fulfilment of the applicable performance criteria.
The Board considers that the total remuneration awarded in 2025 is in line with the remuneration guidelines approved by the Annual General Meeting. The remuneration structure, including fixed and variable elements, supports the Company's long-term interests by aligning executive incentives with financial and operational performance, including revenue growth and shareholder value creation. Variable remuneration has been determined based on the achievement of pre-defined performance criteria, reflecting both Company performance and individual contributions.
The report explains how the remuneration policy approved by the Annual General Meeting in 2025 has been implemented during the financial year.
The remuneration report will be submitted to the Annual General Meeting for an advisory vote.
2. Implementation of the Remuneration Policy in 2025
During 2025, executive remuneration consisted of the following components:
-
Fixed salary
-
Short-term incentive, STI (annual bonus)
-
Long-term incentive, LTI (RSU and PSU programs)
-
Pension contributions
-
Other benefits
The STI program provides for a maximum bonus of 75% of base salary based on the achievement of financial, operational and individual targets.
The Company's long-term incentive program consists of Restricted Share Units (RSUs) and Performance Share Units (PSUs) vesting over a three-year period.
☐ No deviations from the remuneration policy occurred during 2025.
☐ Deviations occurred (see Section 6).
| Executive | Position | FixedSalary | VariablePay | Share-basedRemuneration | Pension(NOK) | OtherBenefits | Total(NOK) | %Fixed | %Variable |
|---|---|---|---|---|---|---|---|---|---|
| (NOK) | (STI)(NOK) | (NOK)** | (NOK) | ||||||
| WendyLam*** | CEO | 2,129,899 | - | 2,577,978 | 192,246 | 15,283 | 4,915,406 | 48% | 52% |
| IngarBergh* | CFO | 1,507,962 | 387,241 | 511,155 | 181,455 | 12,018 | 2,599,831 | 65% | 35% |
| SamThivolle | COO | 1,780,832 | 255,150 | 661,932 | 192,246 | 23,063 | 2,913,223 | 69% | 31% |
| JohanJungholm | CBDO | 1,704,781 | 356,184 | 543,776 | 192,246 | 15,283 | 2,812,270 | 68% | 32% |
| CatoChristiansen | CTO | 1,758,032 | 367,310 | 560 766 | 192,246 | 15,283 | 2,893,637 | 68% | 32% |
| PhilippStaggat | CPO | 1,703,295 | 357,636 | 542,590 | 192,246 | 15,283 | 2,811,050 | 68% | 32% |
3. Remuneration of Executive Management
*Ingar Bergh left the position as CFO of Capsol Technologies 31.10.2025. The incoming CFO, Bjørn Kristian Røed, assumed the position as CFO 01.01.2026
** Share-based remuneration includes bonus settled in RSU's.
*** A portion of the CEO base salary and all STI, including for contributions to 2023 and 2024 KPIs, is paid in shares (RSUs). This is included in Share-based compensation in 2025.
4. Share-Based Remuneration
| Executive | Program | Units | Units | Vesting Conditions | |
|---|---|---|---|---|---|
| Granted | Vested | ||||
| LTI, 2025, RSU's | 70,133 | 0 | Vest 1/3 on 1 April each yearover the next three year | ||
| LTI, 2025, PSU's | 105,200 | 0 | ** | ||
| Wendy Lam | Bonus RSU's2025 | 191,067 | 0 | 105,200 vested April 1st 2026.85,867 vests January 1st 2027. | |
| RSU's in lieu ofsalary*** | 31,074 | 0 | Vests January 1st 2027 | ||
| LTI, 2025, RSU's | 14,342 | 0 | Vest 1/3 on 1 April each yearover the next three year | ||
| IngarBergh* | LTI, 2025, PSU's | 21,513 | 0 | ** | |
| Bonus RSU's2025 | 43,027 | 0 | Vested April 1st 2026 | ||
| LTI, 2025, RSU's | 36,000 | 0 | Vest 1/3 on 1 April each yearover the next three year | ||
| SamThivolle | LTI, 2025, PSU's | 54,000 | 0 | ** | |
| Bonus RSU's2025 | 12,150 | 0 | Vested April 1st 2026 | ||
| LTI, 2025, RSU's | 26,782 | 0 | Vest 1/3 on 1 April each yearover the next three year | ||
| JohanJungholm | LTI, 2025, PSU's | 40,173 | 0 | ** | |
| Bonus RSU's2025 | 16,961 | 0 | Vested April 1st 2026 | ||
| CatoChristiansen | LTI, 2025, RSU's | 27,619 | 0 | Vest 1/3 on 1 April each yearover the next three year |
| LTI, 2025, PSU's | 41,428 | 0 | ** | |
|---|---|---|---|---|
| Bonus RSU's2025 | 17,491 | 0 | Vested April 1st 2026 | |
| Philipp | LTI, 2025, RSU's | 26,681 | 0 | Vest 1/3 on 1 April each yearover the next three year |
| Staggat | LTI, 2025, PSU's | 40,022 | 0 | ** |
| Bonus RSU's2025 | 17,030 | 0 | Vested April 1st 2026 |
*Ingar Bergh left the position as CFO of Capsol Technologies 31.10.2025. The incoming CFO, Bjørn Kristian Røed, assumed the position as CFO 01.01.2026 **Vesting conditions PSU's: The number of Shares issued from the PSUs will be determined in April / May 2028 based on two criteria linearly increasing and equally weighted: (i) the share price of the Company (minimum payout at a 50% increase and maximum payout at a >100% increase compared to the share price at grant date (NOK 7.3)), and (ii) the Company's FY 2027 revenue (minimum payout at a 100% increase and maximum payout at a >300% increase compared to the revenue for the last completed financial year prior to the grant date (NOK 94,160,578)).
***RSU's were paid in lieu of cash portion of bonus and a portion of salary.
5. Development of Remuneration and Company Performance
The table below shows the development of CEO remuneration compared with average employee remuneration and the Company's revenue since the Company was listed in December 2021.
| Year | CEO Remuneration(NOK) | Average EmployeeRemuneration(NOK) | Revenue (NOK) |
|---|---|---|---|
| 2025 | 4,915,406 | 996,696 | 70,652,340 |
| 2024 | 4,230,999* | 1,127,926 | 94,160,578 |
| 2023 | 2,757,382 | 1,235,404 | 34,160,224 |
| 2022 | 2,392,944 | 871,145 | 10,766,762 |
Average employee remuneration is calculated as total salary costs, excluding CEO salary, divided by the average number of employees during the year.

*In 2024 there was a six-month overlap between departing CEO, Jan Kielland, and incoming CEO, Wendy Lam, leading to increased CEO remuneration this year.
6. Deviations from the Remuneration Policy
The Board may deviate from the remuneration policy in exceptional circumstances to safeguard the Company's long-term interests or financial viability.
Executive Description Reason Amount (NOK)
7. Board Statement
The Board of Directors confirms that this remuneration report has been prepared in accordance with the Public Limited Liability Companies Act §6-16b and applicable regulations.
The report will be presented to the Annual General Meeting of Capsol Technologies ASA for an advisory vote.
Oslo, April 21, 2026
________________________ ________________________ ________________________
Chair of the Board Board member Board member
Chris Barkey Ellen Merete Hanetho Monika Inde Zsak
________________________ ________________________
Wayne G. Thomson John Arne Ulvan Board member Board member

To the General Meeting of Capsol Technologies ASA
RSM Norge AS Ruseløkkveien 30, 0251 Oslo Pb 1312 Vika, 0112 Oslo Org.nr: 982 316 588 MVA
T +47 23 11 42 00 F +47 23 11 42 01
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 Capsol Technologies ASA report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2025 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 Management
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. We apply the International Standard on Quality Management (ISQM) 1 «Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements», and accordingly, maintain 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, 21 April 2026 RSM Norge AS
Arnfinn Osvik State Authorised Public Accountant
RSM Norge AS (organisasjonsnr. 982316588), RSM Advokatfirma AS (organisasjonsnr. 914095573) og RSM Norge Kompetanse AS (organisasjonsnr. 925107492) er medlem av RSM-nettverket og driver under navnet RSM. RSM er forretningsnavnet som brukes av medlemmene i RSM-nettverket. RSM Advokatfirma AS og RSM Norge Kompetanse AS er selskaper tilknyttet RSM Norge AS. Hvert medlem i RSM-nettverket er et selvstendig revisjonsog rådgivningsfirma med uavhengig virksomhet. RSM-nettverket er ikke selv en egen juridisk person av noen form i noen jurisdiksjon.
