Hexagon Composites — Remuneration Information 2022

Apr 7, 2022

Remuneration report

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Contents

1.	Introduction	3
1.1	Background	3
1.2	Highlights summary	3
1.3	Overview of the last financial years	4
2.	Total remuneration for executives	5
2.1	Introduction	5
2.2	Elements of Executive remuneration	5
2.3	Remuneration of Executives for the reported financial year from the Company	7
2.4	Remuneration of Executives for the reported financial year from the Group	8
2.5	Remuneration of the Company's board of directors for 2021	9
3.	Share based instruments for executives	10

4. Any use of the right to reclaim variable remuneration 12

5.	Information on how the remuneration complies with the remuneration policy	13
6.	Derogations and deviations from the remuneration policy and from the procedure for its implementation	14
7.	Comparative information on the change of remuneration and company performance	15
8.	Statement by the board of directors	16
	Auditor's report	17

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1.1 Background

This remuneration report (the "Report") is prepared by the board of directors of Hexagon Composites ASA (the "Company") in accordance with the Norwegian Public Limited Liability Companies Act (the "Companies Act") Section 6-16 b with regulations and the Company's Guidelines for remuneration of executive management as approved by the General Meeting on 28 April 2021. The Report contains information regarding remuneration to previous, present and future leading personnel of the Company ("Executives") for the financial year of 2021 in line with the applicable requirements.

At the end of 2020 the Hexagon Group ("Group") successfully listed its subsidiary Hexagon Purus ASA ("Purus") on the Euronext Growth exchange in Oslo and from 2021 onwards, reflecting the differing strategic priorities, separated its Remuneration policies and targets. The Company considers the Group CEO, the Group CFO and other members of the Group executive management as being the defined "Executives" or leading personnel under the Companies Act, which currently includes one corresponding member of Purus, the CEO of that subsidiary.

This inaugural Remuneration report is prepared for i.) addressing the Hexagon Group of companies' performance excluding Purus in 2021 ("Hexagon") and how this related to the remuneration of the Executives of Hexagon ("Hexagon Executives") and ii.) addressing the Purus business segment performance in 2021 and how this related to the remuneration of the Executive of Purus ("Purus Executive"). The prior two years (2019 and 2020) addresses the group structure and remuneration policies before the listing of Purus. The basic structure of the remuneration policy in Hexagon in 2021, remained the same as in the Group in the prior year. Details provided for the Purus Executive relates to the separate remuneration policy, performance criteria and practice in Purus. Financial figures provided with a view to matching remuneration with company performance are provided for Hexagon, Group and Purus as appropriate.

1.2 Highlights summary

The Remuneration Policy balances our short-term and long-term performance, taking into consideration our business strategy, our vision of Clean Air Everywhere, and our aim to deliver value for shareholders. Hexagon's performance in 2021 was strong and retains its global leadership in the type 4 pressure vessel and related alternative fuel solutions space. While we have seen recovery from the pandemic impacted year in 2020, we have had significant challenges from the subsequent disruptive impact the pandemic has had on global supply chains, affecting our customers, suppliers and our operational activities. Despite these significant impacts leading to delays in chassis availability, semiconductors, and increased input prices, Hexagon and its individual Business Areas, were above or close to target profitability and revenue after adjusting for adverse currency movements.

Accordingly, annual incentive payments to the Hexagon Executives, based on Hexagon and Business Area target EBITDA and individual performance objectives including ESG related objectives, were paid. Business fundamentals, growth and results in the three-year period ending 2021 was satisfactory despite the pandemic affected 2020

and 2021. In 2021, profitability surpassed pre-pandemic levels. Our Heavy-Duty automotive and LPG cylinder businesses have continued to grow and offset the challenges faced by our Mobile Pipeline and Light-Duty automotive businesses as a result of the pandemic. The Mobile pipeline business has recovered in the second half of 2021 while the Light-Duty business remains significantly impacted by the semiconductor shortage affecting its principal customer.

Hexagon Purus' revenue for the year 2021 increased by 182 per cent to NOK 508 million compared with NOK 180 million in 2020, and secured five key strategic contracts in the year. The growth in revenue was driven primarily by continued strength in hydrogen distribution and transit bus applications as well as the acquisition of Wystrach GmbH which contributed NOK 142 million in revenue. Revenue growth and securing strategic contracts, while being responsible to the growth in cost base, were considered the key value drivers for Purus in 2021. Revenues for Wystrach were adjusted out in determining the final allocation for annual bonus to the Purus Executive.

The remuneration outlined in this report complies in full with Hexagon's and Purus' approved Remuneration Guidelines. The company has not claimed back any paid remuneration to Executives during the year. In 2021, to further increase our commitment to Environmental, Social and

Governance (ESG) objectives, we established and set the weighting of ESG measures in the Performance Objectives within the short-term incentive scheme to at least 20 per cent. Please refer to our Sustainability report for further details on ESG within Hexagon.

1.3 Overview of the last financial years

Performance Indicator	2021 Hexagon 1	2021 Group	2020 Group	2019 Group
Revenue (NOK million)	3 277 1	3 543	3 080	3 416
Revenue growth (%)	7.3% 2	15%	(9.8%)	18.6%
EBITDA (NOK million)	381 1	109	190	360
EBITDA growth (%)	16.2% 2	(42.6%)	(47.2%)	(0.8%)
EBITDA Margin (%)	11.6% 1	3%	6.2%	10.5%

¹ 2021 excludes the results of Hexagon Purus

² Unaudited Proforma basis

For the year 2021, Hexagon generated NOK 3 277 (3 055) million in revenues and recorded an operating profit before depreciation (EBITDA) of NOK 381 (328) million. The top-line growth is from all segments. Hexagon Group generated NOK 3 543 million in revenues and recorded an operating profit before depreciation (EBITDA) of NOK 109 million. The Group's year over year performance comprises increased EBITDA from Hexagon and reduced EBITDA from Purus due to its ramp-up of

the organisation and activities required in the early development phase of its zero emissions markets.

Hexagon's businesses are on track to deliver on their short- and long-term growth ambitions and plans. In 2021, Hexagon's mobility solutions enabled a wide range of transportation, industrial and consumer applications to convert to cleaner energy – collectively avoiding the release of 1 100 000 metric tons of CO2 equivalents1. In addition,

Hexagon Ragasco continued to provide substantial volumes of LPG cylinders to lesser developed countries, bringing cleaner and safer fuel sources to meet vital domestic energy needs in those markets.

Renewable Natural Gas (RNG) represents the fuel alternative with the highest CO2 mitigating potential in the transportation sector in this decade, and it is expected to drive strong growth in Hexagon Agility.

Meanwhile, Hexagon Purus continues to gain momentum as the global market leader in cylinders and systems for storage and transportation of hydrogen. Through its recent acquisition of Wystrach, Hexagon Purus expanded its product portfolio with hydrogen refueling capabilities – both stationary and mobile. This increases its exposure to the hydrogen infrastructure segment, which is expected to grow 30 per cent annually through 2028. The acquisition adds best-in-class hydrogen systems design and assembly capacity further vertically integrating Hexagon Purus into the hydrogen systems supply chain and expediting its plans to grow its systems capabilities. At the same time, Hexagon Purus continues to strengthen its position within battery electric, providing battery packs and systems for serial production of medium and heavy-duty vehicles.

Hexagon's extensive portfolio of (renewable) natural gas (RNG/CNG), LPG/bioLPG, hydrogen and digital solutions, position the company as a global leading clean technology provider and we see leading OEMs, fleets and other market players adapting to meet ambitious sustainability targets.

In getting close to target performance in 2021, Hexagon has had to offset adverse input price appreciation, supply chain disruption resulting in chassis delays as well as production standstills at a key customer and in addition adverse currency movements principally on USD. None of these factors is adjusted for in the evaluation of actual performance for Executives remuneration achieved in 2021.

2. Total remuneration for executives

2.1 Introduction

Purpose and general principles for Executives' remuneration

As a leading international company within its industries, Hexagon and the Group must offer salaries and other compensation that ensure that it can recruit and retain Executives. It has presence in a number of locations on several continents, and as such competes for relevant senior management talent worldwide. The components and

total package of remuneration strive to support Hexagons' competitiveness as an employer in all locations, and especially the US.

Remuneration for Executives has been adapted to comply with established local practice and mandatory rules in the jurisdiction of their employment, taking into account, to the extent possible, the overall purpose of the remuneration policy.

2.2 Elements of Executive remuneration

Remuneration includes all benefits a person receives by virtue of their position as a Executive in the Hexagon. This includes:

a. fixed salary,

b. bonuses,

• c. allotment of shares, warrants, options and other forms of remuneration related to shares or the development of the share price in the company,
• d. pension schemes, early retirement schemes and
• e. all forms of other variable elements in the remuneration, or special benefits that are in addition to the basic salary.

2.2.1 Fixed salary

The fixed salary allows Hexagon to attract and recruit senior executives that are necessary for the long-term profitability and sustainability of Hexagon.

It is Hexagon's policy that base salaries shall reflect the individual Executive's position and degree of responsibility. The size of the fixed cash salary shall be in line with market conditions, be competitive with comparable businesses within the industry at the relevant location, and shall take into account inter alia the scope and responsibility associated

with the position, as well as the skills, experience, and performance of each Executive. The fixed cash salaries have no maximum levels.

In 2020, all Executives deferred their statutory pay rises of typically around 3 per cent until 2021 given the impact of the pandemic.

2.2.2 Bonuses (variable cash salary)

Variable cash salary for Executives in 2021 was based on a set of predetermined and measurable performance criteria, reflecting the key drivers for pursuing Hexagon's business strategy, long-term interests, and sustainable business practices. The performance criteria consisted of performance indicators both for Hexagon's overall and financial performance and for individual performance. Financial parameters were 100 per cent based on EBITDA. See Tables 5.1/5.2.

Performance indicators for 2021 are further adjusted for by Executive's Individual Performance Objectives from 0 -125 per cent principally through other non-financial performance parameters, mainly:

• ESG targets (minimum 20 per cent)

• Functional / Business area goals
• Personnel development and welfare goals

The performance achievement was applied to fixed percentages of base salary which vary from 50 per cent to 100 per cent. The design of the above is to ensure the most capable execution of defined business strategies, short and long-term, while ensuring Hexagon's going-concern. Determination of the extent to which the criteria for variable cash salary are satisfied is determined upon expiry of the relevant measurement period by measuring criteria against actual performance. Bonus payments to the Executives have been endorsed by the remuneration committee.

In 2021, the CEO of Hexagon was awarded a bonus arrangement dependent upon the share price development of Hexagon Purus ASA and is converted to a given number of cash settlement options in Hexagon Purus ASA, for the purposes of calculating quarterly fair values. The performance of Hexagon Purus' development also has a significant influence on shareholder value for the Hexagon Group. This cash settlement arrangement has a maturity of three years and involved an expense of NOK 1.5 million in 2021.

2.2.3 Allotment of shares, warrants, options and other forms of remuneration related to shares or the development of the share price in the company

Purchase of shares

Executives may participate in any Hexagon or Purus employee share purchase plans or similar plans on

substantially on the same terms as all employees. The Purus Executive has participated in a share matching long term incentive program available under the Purus plan as described below under Share-based incentive programs.

Share-based incentive programs

Share-based payments, settled in shares or cash, are used as part of the Hexagon's incentive schemes. In the view of the board of directors, attractive share-based long-term incentive programs form an important part of the total compensation for Executives, and are necessary to allow Hexagon to retain and hire the talent it needs for further growth.

The Executives have a longer-term share-based incentive plan with a retention period of employment of three years. Performance Share Unit (PSU) plans for Executives are issued with differing tiers of target face value ranging from USD 150 000 to USD 300 000. The range of values is reviewed periodically to ensure market competitiveness.

The PSU schemes are based on performance in a defined measurement period. Depending on performance in relation to target figures, the number of instruments each person potentially may receive is calculated. The exact number of instruments is a function of the value award for an individual, divided by the share price at the allotment date, and multiplied by the performance achievement during the performance period. After the measurement period there will be a defined service period before shares may be released.

Conditional and performance-based PSUs have

been granted to Executives, which entitle these to potentially receive a number of shares after three years. The rights under PSUs granted in April 2021 is contingent on achieving specific targets for revenue and EBITA in 2021 and 2022. The rights under PSUs to be granted in April 2022 is contingent on achieving specific targets for revenue and EBIT in 2022 and 2023. The exact number of instruments will continue to be a function of the value award for an individual, divided by the share price at the allotment date, and multiplied by the performance achievement during the performance period. After the measurement period there will be a defined service period before shares may be released.

The long-term incentive plan for the Purus Executive initiated in 2021 entitles the said Executive to be granted up to three matching shares in Purus for every one share purchased by the Executive, for total share purchases of a minimum NOK 750 000 and a maximum NOK 2 000 000 at the prevailing investment price. One matching share shall be awarded at maturity on the approval of the 2023 Purus Annual Accounts (i.e. a three year minimum holding period) if the Purus share price is at least 145 per cent of the initial investment price at maturity. A second matching share shall be awarded on the meeting of business plan revenue and EBITDA targets and a third matching share shall be awarded if the Purus Executive is still employed by Purus at maturity date.

See section 3 for details on Executive share-based instruments for 2021.

2.2.4 Pension schemes

Executives' pension arrangements follow the

arrangements established for Hexagon's and Purus' employees as a whole. Pension benefits were based on local practices and applicable law.

2.2.5 Other variable elements of remuneration

Other benefits shall be based on market terms and shall facilitate the duties of Executives and typically include cover of broadband, phone, financial media and relevant professional subscriptions, modest wellness allowance and membership of company health insurances. Hexagon aims to have sufficiently competitive salary and incentive programs to minimize additional non-financial benefits, and such shall generally be offered only to the extent they are in line with generally accepted customs locally.

The table in Section 2.2 below contains an overview of the total remuneration received by the Executives, Only remuneration earned on the basis of the Executives' role as a leading person is included. Criteria for remuneration that was granted/awarded/due but not yet materialized, during the reported financial year is given in sections 3 and 5 primarily.

The table in Section 2.3 below contains an overview of the total remuneration, which the Executives have received from other companies within the group of companies to which the Company belongs (the "Group").

In 2021 pay rises offered to Executives included a deferred pay rise from 2020 given the pandemic situation and resultant cost management initiatives.

2.3 Remuneration of Executives for the reported financial year from the Company

	1. Fixed remuneration		2. Variable remuneration
(NOK 1 000)	Base salary	Fees	Fringe benefits	One-year variable	Multi-year variable ¹	3. Extra-ordinary items	4. Pension expense	5. Total Remuneration	6. Proportion of fixed / variable remuneration (%)
Name and position
Jon Erik Engeset, Group President & CEO	3 222	-	15	2 725	3 124	-	181	9 267	37%/63%
David Bandele, Chief Financial Officer	2 381	-	30	1 121	1 121	-	175	4 828	54%/46%
Karen Romer, SVP Communications	1 605	-	19	772	462	-	175	3 033	59%/41%

¹ Details are disclosed in section 3.

2.4 Remuneration of Executives for the reported financial year from the Group

	1. Fixed remuneration		2. Variable remuneration
(NOK 1 000)	Base salary	Fees	Fringe benefits	One-year variable	Multi-year variable ¹	3. Extra-ordinary items	4. Pension expense	5. Total Remuneration	6. Proportion of fixed / variable remuneration (%)
Name and position
Jon Erik Engeset, Group President & CEO	3 222	660 2	15	2 725	3 124	-	181	9 927	41%/59%
David Bandele, Chief Financial Officer	2 381	27 3	30	1 121	1 121	-	175	4 855	54%/46%
Seung Baik, President Hexagon Agility	3 331	-	-	3 335	2 018	-	149	8 833	39%/61%
Skjalg Stavheim, President Hexagon Ragasco	2 245	-	6	930	1 121	-	131	4 433	54%/46%
George Siedlecki, EVP & Acting President Digital Wave	2 623	-	-	1 423	1 121	-	142	5 309	52%/48%
Karen Romer, SVP Communications	1 605	340 4	19	772	462	-	175	3 373	63%/37%
Morten Holum, CEO Hexagon Purus	3 090	-	10	2 738	322	-	180	6 340	52%/48%
Former Executives serving in 2021
Heiko Chudzick	2 376	-	64	1 121	1 179	-	81	4 821	52%/48%
Jack Schimenti	2 941	-	-	1 176	1 121	-	142	5 380	57%/43%

¹ Details are available in section 3

² Chair of the Board fees for Hexagon Purus

³ Nomination committee fees for Hexagon Purus

⁴ Member of the Board fees for Hexagon Purus

2.5 Remuneration1 of the Company's board of directors for 2021

(NOK 1 000)	Board fee	Audit committee fee	Remuneration committee fee	Nomination committee fee	Total Remuneration	Proportion of fixed / variable remuneration (%)
Name and role
Knut Flakk, Chair	600		60	40	700	100%/0%
Kristine Landmark, Deputy Chair	350	60	40		450	100%/0%
Hans Petter Havdal, Board member	300				300	100%/0%
Liv Astri Hovem, Board member	300	40			340	100%/0%
Katsunori Mori, Board member 2					-	-

¹ As per fees approved by the annual general meeting and paid in 2021.

² Mr. Katsunori Mori has advised the company that he waives any board remuneration for the period he will serve on the board of directors.

3. Share based instruments for executives

The table in the section below contains information on the number of shares granted or offered to the Executives, and the number of share options granted or offered for the reported financial year. In the table, the main conditions for the exercise of the rights including the exercise price and date and any change thereof appear.

							Information regarding the reported financial year
		Opening balance				Closing balance
(NOK 1 000)	1 Specification on plan	2 Performance period	3 Award date	4 Vesting date	5 End of holding period	7 Strike price of the share	8 Instruments awarded at the beginning of the year	Instruments awarded	Instruments adjusted	10 Instruments vested	11 Instruments subject to a performance condition	12 Instruments awarded and unvested
Name of Executive
David Bandele	LTI 2019	01.01.2019 - 31.12.2019	11.04.2019	17.02.2022		-	38 168		(943)	-	37 225	37 225
David Bandele	LTI 2020	01.01.2020 - 31.12.2021	22.04.2020	25.02.2023		-	131 386		10 226	-	141 612	141 612
David Bandele	LTI 2021	01.01.2021 - 31.12.2022	30.04.2021	28.02.2024		-	-	68 900		-	68 900	68 900
David Bandele	2018 Options		22.05.2018	14.02.2021		16.76	80 000	-		80 000	-	-
George Siedlecki	LTI 2019	01.01.2019 - 31.12.2019	11.04.2019	17.02.2022		-	38 168		(943)	-	37 225	37 225
George Siedlecki	LTI 2020	01.01.2020 - 31.12.2021	22.04.2020	25.02.2023		-	131 386		10 226	-	141 612	141 612
George Siedlecki	LTI 2021	01.01.2021 - 31.12.2022	30.04.2021	28.02.2024		-	-	68 900		-	68 900	68 900
George Siedlecki	2018 Options		22.05.2018	14.02.2021		16.76	80 000	-		80 000	-	-
Jon Erik Engeset	LTI 2019	01.01.2019 - 31.12.2019	11.04.2019	17.02.2022		-	56 047		(1 385)	-	54 662	54 662
Jon Erik Engeset	LTI 2020	01.01.2020 - 31.12.2021	22.04.2020	25.02.2023		-	197 080		15 340	-	212 420	212 420
Jon Erik Engeset	LTI 2021	01.01.2021 - 31.12.2022	30.04.2021	28.02.2024		-	-	103 350		-	103 350	103 350
Jon Erik Engeset	2018 Options		22.05.2018	14.02.2021		16.76	120 000	-		120 000	-	-
Karen Romer	LTI 2020	01.01.2020 - 31.12.2021	22.04.2020	25.02.2023		-	98 540		7 668	-	106 208	106 208
Karen Romer	LTI 2021	01.01.2021 - 31.12.2022	30.04.2021	28.02.2024		-	-	51 674		-	51 674	51 674
Morten Holum	LTI 2020	01.01.2020 - 31.12.2021	22.04.2020	25.02.2023		-	131 386		10 226	-	141 612	141 612
Morten Holum	Management Investment Program	14.12.2020 - 31.04.2024	14.12.2020	31.04.2024		-	219 780			-	146 520	219 780
Seung Baik	LTI 2019	01.01.2019 - 31.12.2019	11.04.2019	17.02.2022		-	84 564		711	-	85 275	85 275
Seung Baik	LTI 2020	01.01.2020 - 31.12.2021	22.04.2020	25.02.2023		-	197 080		15 340	-	212 420	212 420

								Information regarding the reported financial year
	The main condition of the incentive plans										Closing balance
(NOK 1 000)	1 Specification on plan	2 Performance period	3 Award date	4 Vesting date	5 End of holding period	7 Strike price of the share	8 Instruments awarded at the beginning of the year	Instruments awarded	Instruments adjusted	10 Instruments vested	11 Instruments subject to a performance condition	12 Instruments awarded and unvested
Seung Baik	LTI 2021	01.01.2021 - 31.12.2022	30.04.2021	28.02.2024		-	-	103 350		-	103 350	103 350
Skjalg S Stavheim	LTI 2019	01.01.2019 - 31.12.2019	11.04.2019	17.02.2022		-	38 168		(943)	-	37 225	37 225
Skjalg S Stavheim	LTI 2020	01.01.2020 - 31.12.2021	22.04.2020	25.02.2023		-	131 386		10 226	-	141 612	141 612
Skjalg S Stavheim	LTI 2021	01.01.2021 - 31.12.2022	30.04.2021	28.02.2024		-	-	68 900		-	68 900	68 900
Skjalg S Stavheim	2018 Options		22.05.2018	14.02.2021		16.76	80 000	-		80 000	-	-
Former executives
Heiko Chudzick	LTI 2019	01.01.2019 - 31.12.2019	11.04.2019	17.02.2022		-	38 168		(943)	-	37 225	37 225
Heiko Chudzick	LTI 2020	01.01.2020 - 31.12.2021	22.04.2020	25.02.2023		-	131 386		10 226	-	141 612	141 612
Heiko Chudzick	LTI 2021	01.01.2021 - 31.12.2022	30.04.2021	28.02.2024		-	-	68 900		-	68 900	68 900
Heiko Chudzick	2018 Options		22.05.2018	14.02.2021		16.76	80 000	-		80 000	-	-
Jack Schimenti	LTI 2019	01.01.2019 - 31.12.2019	11.04.2019	17.02.2022		-	38 168		(943)	-	37 225	37 225
Jack Schimenti	LTI 2020	01.01.2020 - 31.12.2021	22.04.2020	25.02.2023		-	131 386		10 226	-	141 612	141 612
Jack Schimenti	LTI 2021	01.01.2021 - 31.12.2022	30.04.2021	28.02.2024		-	-	68 900		-	68 900	68 900
Jack Schimenti	2018 Options		22.05.2018	14.02.2021		16.76	80 000	-		80 000	-	-
				Total			2 352 247	602 874	94 315	520 000	2 456 176	2 529 436

4. Any use of the right to reclaim variable remuneration

No variable remuneration has been reclaimed in the year 2021.

5. Information on how the remuneration complies with the remuneration policy

Hexagon has applied the remuneration guidelines throughout 2021 as approved by the Annual General Meeting in April 2021. No deviations from the policy were made by the board of directors. No paid remuneration to executives has been claimed back during the year.

Hexagon's remuneration principles are designed to ensure responsible and sustainable remuneration decisions that support the Hexagon's business strategy, long-term interests, and sustainable business practices. Salaries and other employment terms support Hexagon's efforts to retain, develop and recruit skilled Executives with relevant experience and competence. The remuneration is based on market terms, competitive, and reflect

the performance and responsibilities of individual Executives. Principles for incentives and performance are designed to be aligned with the interests of the Hexagon's shareholders and ensure the most capable execution of defined business strategies, short and long-term, while ensuring the Hexagon's going-concern.

Hexagon firmly believes that performance-based variable cash salaries for Executives have a motivational effect and that their implementation is beneficial for Hexagon and its shareholders in order to execute on Hexagon's business strategy, as well as support long-term interests and sustainable business practices.

Performance criteria for annual cash bonus plan

Name and position	Performance Criteria	Relative weighting of performance	Information on performance payout thresholds	Achieved performance payout	Additional
Jon Erik Engeset, Group President & CEO David Bandele, Chief Financial Officer Seung Baik, President Hexagon Agility Skjalg Stavheim, President Hexagon Ragasco George Siedlecki, EVP & Acting President Digital Wave Karen Romer, SVP Communications	EBITDA	100%	Minimum payout threshold 50%, Target 100%, Maximum 200%	93.7% to 109.9%	The Individual Executives have performance objectives which allow a performance score of 0-1.25x to be applied to the overall performance criteria. In 2021 these typically included the following non-financial objec tives: • ESG goals • Strategic goals
Morten Holum, CEO Hexagon Purus	Revenue Strategic contracts EBITDA	50% 40% 10%	Minimum payout threshold 50%, Target 100%, Maximum 200%	99%	• Functional or Business Area goals • Personal and personnel development goals • Wellness

6. Derogations and deviations from the remuneration policy and from the procedure for its implementation

There were no derogations or deviations from the remuneration policy or from the procedure for its implementation.

7. Comparative information on the change of remuneration and company performance

The table below in this Section 7 contains information on the annual change of remuneration of each individual Executive, of the performance of the Company and average remuneration on a full-time equivalent basis of employees of the Company other than Executives over the five most recent financial years.

						Information regarding the recent financial year (RFY)
Annual change	2017 vs 2016	2018 vs 2017	2019 vs 2018	2020 vs 2019	2021 vs 2020	2021 '000 NOK
Executives remuneration
Jon Erik Engeset, Group President & CEO	33%	(21%)	22%	17%	24%	9 926
David Bandele, Chief Financial Officer	32%	(23%)	26%	18%	4%	4 854
Seung Baik, President Hexagon Agility	N/A	N/A	N/A	27%	13%	8 834
Skjalg Stavheim, President Hexagon Ragasco	N/A	(10%)	12%	1%	7%	4 433
George Siedlecki, EVP & Acting President Digital Wave	N/A	N/A	N/A	N/A	16%	5 309
Karen Romer, SVP Communications	N/A	N/A	N/A	N/A	37% 1	3 374
Morten Holum, CEO Hexagon Purus	N/A	N/A	N/A	1% 1	51% 1	6 340
Former serving Executives in 2021
Heiko Chudzick	N/A	N/A	42% 1	7%	4%	4 821
Jack Schimenti	N/A	(14%)	35%	18%	(10%)	5 380
Company performance
Revenue	15%	6%	130%	(10%)	6%	3 277
EBITDA	(54%)	35%	53%	(47%)	101%	381
Average remuneration on a full-time equivalent basis of employees
Employees of the Company	20%	(17%)	10%	4%	12%	2 953
Employees of the Group	9%	2%	(5%)	2%	(5%)	859

¹ Adjusted for comparability

8. Statement by the board of directors

The board of directors has today considered and adopted the Remuneration Report of Hexagon Composites ASA for the financial year 2021. The Remuneration Report have been prepared in accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act. The Remuneration Report will be presented for an advisory vote at the Annual General Meeting in 2022.

Aalesund, 24 March 2022

The board of directors of Hexagon Composites ASA

Knut Flakk Chair

Kristine Landmark Deputy Chair

Katsunori Mori Board Member

Hans Peter Havdal Board Member

Liv Astri Hovem Board Member

Jon Erik Engeset

Group President & CEO

Statsautoriserte revisorer Ernst & Young AS

Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 24 00 24 00

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www.ey.no Medlemmer av Den norske Revisorforening

INDEPENDENT AUDITOR'S ASSURANCE REPORT ON REMUNERATION REPORT

To the General Meeting of Hexagon Composites ASA

Opinion

We have performed an assurance engagement to obtain reasonable assurance that Hexagon Composites ASA's 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 in accordance with the requirements of the relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants' International Code of 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.

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Auditor's report

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".

2

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.

Aalesund, 6 April 2022 ERNST & YOUNG AS

Ivar-André Norvik State Authorised Public Accountant (Norway)

Independent auditor's assurance report on remuneration report - Hexagon Composites ASA 2021

A member firm of Ernst & Young Global Limited

Financial calendar 2022

Annual General Meeting 28 April 2022

1st quarter 2022 12 May 2022

2nd quarter and

half year report 2022 11 August 2022

3rd quarter 2022 3 November 2022

4th quarter 2022 17 February 2023

Details

Interim report and presentation material will be released at 07:00 CET and made available on www.hexagongroup.com and www.newsweb.no.

The interim results are presented live at 8:30 am CET. Hexagon Composites ASA reserves the right to change the dates. All presentations are held in Oslo and are open to all interested parties.

Two weeks before the presentation of the interim report Hexagon Composites practice a quiet period where contact with analysts, investors and media are limited. This is done to minimize the risk of information leakage and potential different information in the market.

Contact us

IR contact

Ingrid Aarsnes VP Investor Relations & ESG Phone: +47 950 38 364 ingrid.aarsnes@hexagongroup.com

Address

Hexagon Composites ASA Korsegata 4B 6002 Ålesund Norway

Phone: +47 70 30 44 50 office@hexagongroup.com hexagongroup.com

hexagongroup.com