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GreenMobility

Remuneration Information Mar 20, 2025

3437_10-k_2025-03-20_9aaf8bd6-ba6f-4b6c-9bd6-1f64a67e3acd.pdf

Remuneration Information

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REMUNERATION REPORT FOR THE FINANCIAL YEAR 2024

GREENMOBILITY A/S, CVR NO. 35 52 15 85

REMUNERATION REPORT

This remuneration report (the "Report") provides an overview of the total remu neration received by each member of the Board of Directors ("Board") and of the Executive Management of GreenMobility A/S, CVR no. 35521585, (the "Company") during the financial year ending 31 December 2024. The Executive Management means the members of the executive management board of the Company registered as such with the Danish Business Authority. As for the financial year 2024 this consisted of Kasper Gjedsted.

The remuneration of the Board and Executive Management during the past financial year has been provided in accordance with the Remuneration Policy of the Company adopted by the Annual General Meeting on 21 April 2022 and available on the Company's website, greenmobility.com, (the "Remuneration Policy"). The overall objective of the remuneration is to attract, motivate and retain qualified members of the Board and the Executive Management, to align the interests of the Board and the Executive Management with the interests of the shareholders as well as to support the Company's strategic goals and promote value creation for the ben efit of the shareholders.

This Report has been prepared in accordance with section 139b of the Danish Companies Act (the "DCA").

The information included in this Report has been primarily derived from the audited annual reports of the Company for the financial year ending 31 December 2024 available on the Company's web site. All amounts are in DKK, gross.

1. Introduction 4
2. Overview Financial Performance 4
3. Remuneration Board of Directors 4
3.1 Fixed Annual Fee4
3.2 Warrant Programmes
5
3.3 Overview of remuneration of the Board6
4. Remuneration Executive Management 8
4.1 Fixed Base Salary
8
4.2 Pension Contribution8
4.3 Annual Performance Based Cash Bonus8
4.4 Warrant Programmes
8
4.5 Termination and Severance Payments9
4.6 Non-Monetary Benefits9
4.7 Claw-Back9
4.8 Overview of remuneration of the Executive Management9
5. Remuneration Comparative Overview 11
6. Compliance with the Remuneration Policy 12
7. Statement by the Board of Directors 13
8. Independent Auditor's Report14

1. INTRODUCTION

At the end of 2023, GreenMobility made a significant strategic shift from hyper-growth to profitable growth. By closing international and non-profitable markets, we aimed to refocus the company's resources on building a financially sustainable business with a cash flow-positive operation. This transition required significant effort, particularly in the first half of 2024, as we redeployed vehicles to Denmark.

The full infleeting of international vehicles into our Danish operations was realized in the second half of 2024 and beyond, which required careful planning and operational adjustments. However, this move has strengthened our ability to scale sustainably, ensuring long-term, controlled growth. Given the shifts in equity markets at the time, our goal was clear: to secure a positive net profit in 2024 on continuing markets and establish GreenMobility as the first profitable European shared electric vehicle service.

At the company's Annual General Meeting held on 24 April 2024, Kim Mikkelsen joined the board. Following the Annual General Meeting, the Board of Directors appointed Tue Østergaard as Chairman of the Board.

The remuneration report for 2023 was submitted to the shareholders for an advisory vote at the annual general meeting on 24 April 2024. The remuneration report for 2023 was endorsed by all of the votes cast.

2. OVERVIEW | FINANCIAL PERFORMANCE

GreenMobility continued its growth in 2024 and realized a revenue growth of 72% for a total of DKK 129,5 million for the continuing operations. The revenue is within the adjusted guidance and the result is considered satisfying given closing of markets, which has required a significant effort from the operational part of the organisation.

As announced on 12 March 2024, GreenMobility decided to close or divest its market in Belgium to focus on its core market in Denmark. The background was to ensure that GreenMobility could become a profitable business in 2024. In addition, we intend to show the market that the green transition can become profitable within shared mobility, and our ambition was to become the first European electric vehicle operator to do so. We achieved both targets in 2024 in continuing markets.

In 2024, GreenMobility continued financing of its fleet with existing leasing and lending partners. No new significant contracts were added.

In December 2024, GreenMobility successfully raised DKK 15,0 million in a private placement with support from its main shareholders. The purpose of the capital increase was to supports the company's strategy of continued investment in the Danish market.

3. REMUNERATION | BOARD OF DIRECTORS

The remuneration of the Board of Directors is defined in the company's Remuneration Policy in combination with approvals on remuneration made at the Annual General Meeting. The main element of remuneration for the Board of Directors is a fixed annual fee.

3.1 Fixed Annual Fee

Members of the Board receive a fixed annual base fee approved by the shareholders at the Annual General Meeting. This annual base fee which shall be in line with market practice of comparable listed companies taking into account the required competencies, effort and scope of work of the members of the Board. The Chairman of the Board of Directors may receive an additional fixed fee for his/her extended duties of up to 3 times the annual base fee (in total maximum four times the annual base fee). The Deputy Chairman, if elected by the Board, may receive an additional annual base fee (in total maximum two times the annual base fee).

As of 31 December 2024, the company had an Audit Committee with two committee members.

Members of the Board of Directors who also hold board positions in any of the Company's subsidiaries may receive additional fixed fees for such board positions, with a maximum of DKK 500.000 in board fees per subsidiary.

In 2024, no board fees have been paid in any of the Company's subsidiaries.

The following fees for 2024 were approved at the Annual General Meeting on 24 April 2024:

Board
Member Base fee DKK 150.000
Chairman Base fee + up to DKK 450.000
Vice Chairman Base fee + up to DKK 150.000

3. REMUNERATION | BOARD OF DIRECTORS (CONTINUED)

Members of the Board may be enti tled to additional fees as set out in the Remuneration Policy, including for undertaking specific ad hoc tasks out side the scope of the ordinary tasks of the Board, reasonable travel allowance and participation in relevant training. According to the Remuneration Policy ad hoc fees may not exceed 1,5 times the fixed annual base fee. The Company may cover social duties and other taxes imposed on board members by foreign authorities in relation to the board fee revived. However, no social duties have been covered by the Company for the financial year ending 31 December 2024

3.2 Warrant Programs

The company had from its original start in 2016 chosen to implement warrants as the share-based remuneration for the Board of Directors. However, in 2022 the Board of Directors chose to end this form of remuneration for the Board of Directors going forward and only issue the warrants previously agreed and approved as part of the Annual General Meeting in April 2020.

These warrants have still not been issued due to closed trading windows. Below a description on the warrant program tied to the warrants still held from previously be members of the Board of Directors.

3.2.1 General Warrant Program

The Company introduced a warrant program in 2019 (the "General Warrant Program") with the aim of aligning the interests of the participants with those of the shareholders and to incentivise all participants to contribute to the Company's value creation. Further, the warrant program is intended to retain members of management and other employees of the Company and its sub sidiaries. The structure of this program continues to be the basis upon which new warrants are assigned, however with an updated exercise price relative to the time of issue of warrants.

Individual members of the Board may as approved by the shareholders at the gen eral meeting be granted warrants issued in accordance with Company's General Warrant Program. Board members may be granted a number of Warrants giving the holder the opportunity to acquire shares in the Company at their own costs after vesting. The warrants vests over 24 months with 1/24 per month. Each warrant gives the holder the right to subscribe for one share of nominally DKK 0,40 of the predetermined exercise price. Exercise of the warrants may take place during open trading windows fol lowing publication of the Company's annual report and interim reports in the period from vesting of all warrants until five years after the date of grant. The exercise price for the warrants is based on the average closing price quoted on Nasdaq during the month leading up to the grant of the warrants.

Participation in the General Warrant Program may under the Company's Remuneration Policy be offered to members of the Board as an element of remuneration in order to ensure that the Board stays focused on value crea tion and achievement of the Company's long-term objectives. The value of the warrants may not exceed 200% of the fixed annual base fee. The value is calculated using Black-Scholes. The entitlement to exercise the Warrants is based on the board members continued affiliation with the Company. However, if the board members is considered a "good leaver" the board member maintains and can exercise any vested warrants. No performance criteria has been attached to the Boards participa tion in the General Warrant Program.

During the financial year ending 31 December 2024, no warrants have been granted to the Board or other employees of GreenMobility.

3.3 Overview of remuneration of the Board

The remuneration for the board as detailed below is reported proportionally to their service period in the financial year 2024, as the board fee covers the period between Annual General Meetings.

Table 1 | Remuneration of Board for 2024

Name and position Annual fee Committee
fees
Travel
allowance
Benefits Ad-hoc Warrants
(granted value)1
Total
remuneration
CURRENT MEMBERS OF THE BOARD
Tue Østergaard, Chairman
Member of the Audit Committee
550.000 0 0 0 0 0 550.000
Claus Schønemann Juhl, Board member 150.000 0 0 0 0 0 150.000
Mie Levi Fenger, Board member
Chairwoman of the Audit Committee
150.000 0 0 0 0 0 150.000
Kim Haugstrup Mikkelsen, Board member3 100.000 0 0 0 0 0 100.000
TOTAL 2024 950.000 0 0 0 0 0 950.000

1) The value of warrants granted the Board under the General Warrant Programme is calculated using the Black-Scholes model on the grant date.

2) The annual renumeration of the chairman of the Board was increased to DKK 600.000 per year at the annual general meeting 2024.

3) Kim Mikkelsen joined the board of directors at the Annual General Assembly 2024, and the remuneration in the table therefore only reflects the last 8 months of the financial year of 2024.

3.3 Overview of remuneration of the Board (continued)
Table 2 Warrant Programs for the Board of Directors
Name
and
position
Program Grant date Vesting date Exercise period Granted
value
Outstand
ing as of
01.01.2024
Additions Exercised Forfeited Transferred Outstanding as of
31.12.2024
Tue Øster General War
rant
Program
October
2020
1/24 per
month
from grant
October
2022 –
October
2025
63.020 2.352 0 0 0 0 2.352
gaard,
Chairman
General War
rant Program
March
2023
Fully vested
at grant¹
March 2023

March
2028
102.120 4.000 0 0 0 0 4.000
General War
rant
Program
Decem
ber 2019
1/24 per
month
from grant
December
2021 –
December
2024
57.600 2.373 0 0 (2.373) 0 0
Claus
Schønemann
Juhl,
Board mem
ber
General War
rant
Program
October
2020
1/24 per
month
from grant
October
2022 –
October
2025
63.020 2.352 0 0 0 0 2.352
General War
rant
Program
March
2023
Fully vested
at grant¹
March 2023

March
2028
51.060 2.000 0 0 0 0 2.000
General War
rant
Program
Decem
ber 2019
1/24 per
month
from grant
December
2021 –
December
2024
57.600 2.373 0 0 (2.373) 0 0
Mie Levi
Fenger,
Board mem
ber
General War
rant
Program
October
2020
1/24 per
month
from grant
October
2022 –
October
2025
63.020 2.000 0 0 0 0 2.352
General War
rant
Program
March
2023
Fully vested
at grant¹
March 2023

March
2028
51.060 2.000 0 0 0 0 2.000
Kim Mikkelsen,
Board mem
ber
No warrants
issued as of
31 December
2024
TOTAL OF CURRENT BOARD MEMBERS 508.500 19.802 0 0 (4.746) 0 15.056
7

1) The value of warrants granted the Board under the March 2023 programme were all due from decision made at the Annual General Meeting in 2021, and therefore fully vested upon grant date.

Table 2 | Warrant Programs for the Board of Directors (continued)

Name
and
position
Program Grant date Vesting date Exercise pe
riod
Granted
value
Outstand
ing as of
01.01.2024
Additions Exer
cised
Forfeited Transferred Outstand
ing as of
31.12.2024
Jørn P.
Jensen,
Board
member
General Warrant
Program
March 2023 Fully vested
at grant¹
March
2023 –
March
2028
51.060 2.000 0 0 0 0 2.000
Thomas
Alsbjerg,
Board
member
General Warrant
Program
March 2023 Fully vested
at grant¹
March
2023 –
March
2028
51.060 2.000 0 0 0 0 2.000
Boel Rydenå
Swartling,
Board
member
No Warrants
granted as at
31 December 2023
0 0 0 0 0 0 0
FORMER BOARD MEMBERS, TOTAL 102.120 4.000 0 0 0 0 4.000
TOTAL 610.620 23.802 0 0 (4.746) 0 19.056

Members of the Executive Management are entitled to an annual remuneration in accordance with the Remuneration Policy which may consist of the following fixed and variable remuneration components:

  • (a) fixed base salary,
  • (b) pension contribution,
  • (c) short-term incentive remuneration consisting of an annual cash bonus,
  • (d) long-term incentive remuneration consisting of participation in Share Based Programs
  • (e) termination and severance payments, and
  • (f) customary non-monetary employment benefits.

The choice of these components create a well-balanced remuneration package reflecting (i) individual performance and responsibility of the members of the Executive Management, both in the short and the longer term, and (ii) the Company's overall performance. The composition of the remuneration of each individual manager is determined with a view to contribute to the Company's ability to attract and retain competent key employees while, at the same time, ensuring that the Executive Management has an incentive to create added value for the benefit of the Company's shareholders through variable remuneration.

The Executive Management's terms of employment and remuneration are agreed between the individual executive and the Board.

4.1 Fixed Base Salary

The annual fixed base salary is intended to attract and retain competent key employees with a view to contribute to the Company's ability to obtain its shortand long-term targets.

4.2 Pension Contribution

Members of the Executive Management may receive a pension contribution with an annual value of up to 10% of the fixed annual salary.

4.3 Annual Performance Based Cash Bonus

Members of the Executive Management may under the Remuneration Policy receive an annual Performance Based Cash Bonus determined at the discretion of the Board. The annual cash bonus is intended to align the individual members' interests with the Company's short-term targets. Payment of the performance-based cash bonus thus depends on the achievement of performance criteria determined by the Board related to the achievement of both financial and non-financial targets related to the Company's strategy and key performance indicators, which may include, but not be limited to, revenue growth, growth in user base, user satisfaction, fleet utilization and cost optimization. The level of achievement of the financial targets may be determined through the Company's results as presented in financial reports and achievement of non-financial targets may be assessed internally or by external assistance, as deemed relevant by the Board. The size of the bonus may not exceed 50% of the fixed annual salary of the relevant member of the Executive Management.

For 2024, a bonus has been awarded to the CEO in the amount of DKK 250.000 based on his individual targets. The Board has evaluated the bonus based upon relevant criteria. The bonus is 35% of the maximum bonus.

4.4 Warrant Programs

The company has chosen to implement warrants as the share-based remuneration, purely based on warrants being a solution that has the least negative cash effect on the company, and thus the company can utilize its cash for its growth plans.

4.4.1 The General Warrant Program

The Company introduced the General Warrant Program in 2019 with the aim of aligning the interests of the participants with those of the shareholders and to incentivise all participants to contribute to the Company's value creation. Further, the warrant program is intended to

4. REMUNERATION | EXECUTIVE MANAGEMENT (CONTINUED)

retain members of management and other employees of the Company and its subsidiaries and as an element of remuneration in order to ensure that the Executive Management stays focused on value creation and achievement of the Company's long-term objectives.

Individual members of the Executive Management may at the discretion of the Board be offered to participate and be awarded warrants issued in accordance with Company's the General Warrant Program. Members of the Executive Management may be granted a number of Warrants giving the holder the opportunity to acquire shares in the Company at their own costs after vesting. The warrants vests over 24 months with 1/24 per month. Each warrant gives the holder the right to subscribe for one share of nominally DKK 0,40 of the predetermined exercise price. Exercise of the warrants may take place during open trading windows following publication of the Company's annual report and interim reports in the period from vesting of all warrants until five years after the date of grant. The exercise price for the warrants is based on the average closing price quoted on Nasdaq during the month leading up to the grant of the warrants. The value of the warrants may not exceed 25% of the annual salary. The value is calculated using Black-Scholes.

The entitlement to exercise the Warrants is based on the Executive Management member's continued employment with the Company. However, if the Executive Management member is considered a "good leaver" the member maintains and can exercise any vested warrants. No performance criteria has been attached to the Executive Managements participation in the General Warrant Program.

During the financial year ending 31 December 2024, no warrants were granted to members of the Executive Management under the General Warrant Program.

4.4.2 The Extraordinary Warrant Program

The Extraordinary Warrant Program, which was introduced in 2020 as a onetime program, is subject to the same terms and conditions as the General Warrant Program except for the following exceptions; warrants under the Extraordinary Warrant Program were only granted to the Executive Management and a group of employees in the Company i.e. not members of the Board of Directors, the Extraordinary Warrant Program solely consist of a onetime grant of warrants, warrants under the Extraordinary Warrant Program vest with 1/36 per month as from the date of employment, however no earlier than 1 January 2019, warrants under the Extraordinary Warrant Program can be exercised at an exercise price of DKK 1.00 in the period from vesting and up to 5 years from granting. No performance criteria has been attached to the Executive Managements participation in the Extraordinary Warrant Program.

During the financial year ending 31 December 2024, no warrants were granted to members of the Executive Management under the Extraordinary Warrant Program.

4.4.3 The 2023 Warrant Program

The warrants issued to the management and past members of the board, is subject to the same terms and conditions as for the General Warrant Program except for the following exceptions; the warrants vest with 1/36 per month as from the date of employment, however no earlier than 1 January 2021, warrants under the Extraordinary Warrant Program can be exercised at an exercise price of DKK 58,06 in the period of up to 5 years from granting.

In addition to warrants granted to management employees, a part of the warrants were granted to members of the Board of Directors which served as members of the Board of Directors in 2021, as authorized at the Annual General Meeting held on April 22nd 2021. Accordingly, 12.000 warrants were granted to members of the Board of Directors (assuming all warrants are subscribed), which gives the right to a subscription of nominally DKK 4.800 shares in the company. The warrants are granted fully vested. This is a onetime grant and no on-going granting of warrants for members of the Board of Directors is planned.

4.5 Termination and Severance Payments

Employment agreements with members of the Executive Management may be ongoing (i.e. without a fixed term) and are subject to a maximum notice of termination of up to 24 months under the Company's Remuneration Policy. Severance payments (including salary during applicable notice periods) cannot exceed an amount equal to the total remuneration of the relevant member of the Executive Management for the two years prior to the termination.

The Executive Management are, under their respective service contracts,

entitled to a notice period of 6-12 months if the employment is terminated by the Company. Subject to certain conditions, the Company may terminate the employment of the members of the Executive Management with 1 month notice in case of long-term illness. The Executive Management may terminate the employment with 3-6 months' notice.

4.6 Non-Monetary Benefits

Members of the Executive Management may be offered customary non-monetary employment benefits such as a company car, insurance, newspaper, telephone and internet access as approved by the Board. Members of the Executive Management have the right to paid phone access.

4.7 Claw-Back

The Company is not currently entitled to reclaim variable remuneration paid to Executive Management, due to the level of variable remuneration. When entering into new agreements on variable remuneration, the Company may decide to include a right to reclaim variable remuneration, in full or in part, if the basis on which the variable remuneration was paid proves to be manifestly misstated.

4.8 Overview of the remuneration of the Executive Management

Table 3 Remuneration of Executive Management for 2024
Fixed remuneration Variable remuneration Total
remuneration
Proportion of fixed
and variable
remuneration
Name and position Base salary Pension con
tributions
Other fees Benefits Cash
bonus2
Warrants (granted
value)3
Extraordinary
items
Kasper Gjedsted, CEO 1.443.200 41.821 - 2.900 250.000 0 0 1.737.921 86% / 14%
Anders Wall, Group CFO1 292.000 96.048 - 725 0 0 0 388.773 100% / 0%
TOTAL 2024 1.735.200 137.869 - 3.625 250.000 0 0 2.126.694 88% / 12%

1 Anders Wall left the company by the end of March 2024 and was deregistered as Group CFO on 12 January 2024 at the Danish Business Authority. The remuneration for 2024 includes the remuneration in the notice period.

2 Bonus are based on financial as well as individual targets set by the Board of Directors.

3 Warrants are recognized according to the granted pay method in accordance with The Danish Business Authority's guidelines. The total value of the warrant program has been recognized at grant date based on a Black and Scholes valuation.

Table 4 | Warrant Programs for Executive Management

Name and
position
Program Grant
date
Vesting date Exercise period Granted
value
Outstanding
as of
1 January
2024
Additions Exercised Forfeited Trans
ferred
Outstand
ing as of 31
December
2024
Warrants
vested as of
31 December
20231
Kasper
Gjedsted,
CEO
General War
rant
Program
March
2023
1/36 per month as
from the date of
employment
March 2023 –
March 2028
1.021.200 40.000 0 0 0 0 40.000 24.444
Anders
Wall,
CFO
General War
rant
Program
Decem
ber 2019
1/24 per month
from grant
December 2021 –
December 2024
172.800 7.121 0 0 7.121 0 0 0
Extraordinary
Warrant Pro
gram
October
2020
1/36 per month as
from the date of
employment
October 2020 –
October 2025
3.059.159 34.958 0 34.958 0 0 0 0
General War
rant
Program
March
2023
1/36 per month as
from the date of
employment
March 2023 –
March 2028
765.900 30.000 0 0 0 0 30.000 30.000
TOTAL 5.019.059 112.079 0 34.958 7.121 0 70.000 54.444

1 The warrants have been granted for vesting since date of employment. Due to different dates on employment start, the vested warrants as of 31 December 2023 may be different than the grant quantity.

Table 5 | Comparison of remuneration and Group performance over the past years

FINANCIAL PERFORMANCE DKK'000 2024 2023 2022 2021 2020
Revenue - Group1 129.538 75.263 97.310 62.414 34.650
Net result for the year - Group1 10.940 (24.971) (77.224) (51.579) (59.721)
Revenue – Parent company 129.828 75.263 65.451 51.074 32.750
Net result – Parent company (21.491) (76.659) (77.839) (49.433) (59.146)
EXECUTIVE MANAGEMENT
Kasper Gjedsted, CEO 1.737.921 2.283.494 0 0 0
Anders Wall, Group CFO2 388.773 2.685.313 1.342.808 1.468.271 4.094.729
CURRENT MEMBERS OF THE BOARD
Tue Østergaard, Chairman 550.000 652.120 700.000 416.667 96.353
Claus Schønemann Juhl,
Board member
150.000 226.060 116.667 66.667 113.020
Mie Levi Fenger, Board member 150.000 226.060 191.667 75.000 113.020
Kim Haugstrup Mikkelsen,
Board member
100.000 0 0 0 0
PAST EXECUTIVE MANAGEMENT
Thomas Heltborg Juul, CEO 0 0 1.529.967 1.671.610 4.231.333
Kasper Kolding, CFO 0 0 0 1.294.826 4.044.963
PAST MEMBERS OF THE BOARD
Jørn P. Jensen, Board Member 0 176.060 316.667 66.667 0
Thomas Alsbjerg, Board Member 0 101.060 116.667 33.333 0
Boel Rydenå-Swartling 0 50.000 100.000 0 0
Henrik Keller Isaksen, Chairman 0 0 0 66.667 271.353
Kristin Parello-Plesner, Board member 0 0 0 16.667 96.353
Average remuneration of
Company Employees (FTE)3
535.813 512.278 468.739 507.324 438.074
Company Employees (FTE) 17 38 53 39 47

1) Group financials for 2023 and 2024 reported for the continuing business.

2) Over time, Anders Wall has held the following positions: COO & Deputy-CEO until December 2021, CFO from January 2022 and as well interim CEO from November 2022 until 6 March 2023

3) Our calculation on average remuneration, is based on all employees employed on fulltime contracts (equivalent of the Danish term "Funktionær"). The average figure is based on the yearly salaries for all fulltime employees who was employed by the end of the year (regardless of when they were hired). The figures are the base salaries, so excluding pension contributions and any other additional benefits.

The development in the remuneration of the Board and Executive Management over the past five years is summarized in the table below.

The executive management group has been composed of Kasper Gjedsted (as of 6 March 2023) and Anders Wall, who has been with the company since 2017. Anders Wall left GreenMobility in March 2024.

Kim Haugstrup Mikkelsen joined the board in 2024, and no members left the board.

6. COMPLIANCE WITH THE REMUNERATION POLICY

The remuneration of the Board and Executive Management for the 2024 financial year complies with the framework provided by the Remuneration Policy. There has been no deviation or derogation from the framework provided by the Remuneration Policy, except for the owed warrants from 2021 granted to the past board.

14

7. STATEMENT BY THE BOARD OF DIRECTORS COPENHAGEN, 20 March 2025

The Board of Directors has today considered and approved the remuneration report of GreenMobility A/S for the financial year 1 January - 31 December 2024.

The remuneration report has been prepared in accordance with section 139b of the Danish Companies Act.

In our opinion, the remuneration report is in accordance with the remuneration policy adopted at the Annual General Meeting, and is free from material misstatement and omissions, whether due to fraud or error.

The remuneration report will be presented for an advisory vote at the Annual General Meeting.

Tue Østergaard, Chairman Claus Schønemann Juhl Mie Levi Fenger Kim Haugstrup Mikkelsen

15

To the shareholders of GreenMobility A/S

We have examined whether the remuneration report for GreenMobility A/S for the financial year 01.01.2024 - 31.12.2024 contains the information required by section 139b(3) of the Danish Companies Act.

We express a conclusion providing reasonable assurance.

The Board of Directors' responsibility

The Board of Directors is responsible for the preparation of the remuneration report in accordance with section 139b(3) of the Danish Companies Act and the remuneration policy adopted at the Annual General Meeting.

Further, the Board of Directors is responsible for the internal control that the Board of Directors considers necessary to prepare the remuneration report without material misstatement and omissions, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express a conclusion on the remuneration report based on our examinations.

We conducted our examinations in accordance with ISAE 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information, and additional requirements under Danish audit regulation to obtain reasonable assurance about our conclusion.

Deloitte Statsautoriseret Revisionspartnerselskab applies International Standard on Quality Management 1, ISQM 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We have complied with the requirements for independence and other ethical requirements of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour, and ethical requirements applicable in Denmark.

As part of our examinations, we have checked whether the remuneration report, to the extent relevant, includes the information required by section 139b(3), items 1-6, of the Danish Companies Act for the remuneration of each member of the Executive Management and the Board of Directors.

We believe that the procedures performed provide a sufficient basis for our conclusion.

Our examinations have not included an examination to verify the accuracy and completeness of the information provided in the remuneration report, and therefore we do not express any conclusion in this regard.

Conclusion

In our opinion the remuneration report contains, in all material respects, the information required by section 139b(3) of the Danish Companies Act.

Copenhagen, 20 March 2025

Statsautoriseret Revisionspartnerselskab Business Registration No 33 96 35 56

Eskild Nørregaard Jakobsen

State-Authorised Public Accountant Identification No (MNE) mne11681

Jens Serup

State-Authorised Public Accountant Identification No (MNE) mne45825

GreenMobility A/S I Landgreven 3, 4.sal I 1301 Copenhagen I Denmark I CVR-nr. 35 52 15 85

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