AI assistant
Nordic Mining ASA Remuneration Information 2026
3678_rns_2026-04-29_01b62c7a-5d9f-4d71-a13e-0b9c6a247fae.pdf
Remuneration Information
Open in viewerOpens in your device viewer
Remuneration report 2025
nORDIC mininc
1
About the remuneration report
-
This report outlines the remuneration of Nordic Mining ASA Group Management in 2025. The report is prepared in accordance with the Norwegian Public Limited Liability Companies Act 6-16b and the European Commission guidelines on the standardized presentation of the remuneration report under Directive 2007/36/EC, as amended by Directive (EU) 2017/828, as regards the encouragement of long-term shareholder engagement.
-
Pursuant to the Norwegian Public Limited Liability Companies Act section 6-16b (2) the statement will be presented to the Annual General Meeting ("AGM") for 2026, which shall hold an advisory vote on the report.
-
The report is available on Nordic Mining ASAs website for ten years from the time of publishing.
NORDIC MINING
2
Remuneration guidelines for Group Management
-
Nordic Mining's guidelines for remuneration of Group Management aims to incentivize management in line with maximizing long-term sustainable value creation to the Group's shareholders and other stakeholders, and to offer competitive terms to secure the company's competitiveness in the labor market, nationally as well as internationally, in order to ensure the strategic development of the Group.
-
The key principles underlying the remuneration policy is that the remuneration should reflect the responsibilities and duties undertaken by the individual member in Group Management, as well as their contribution to the long-term value creation in the Group.
-
The main components of the guidelines for Group Management remuneration are as follows:
- The compensation package should reflect the responsibility and tasks of the individual members of Group Management, and the members' contribution towards ensuring the long-term creation of value for Nordic Mining's shareholders and other stakeholders
- Nordic Mining will offer competitive remuneration packages to attract relevant expertise and experience for the development of the Group
- The remuneration package consists as principle of fixed salary, plus participation in a share option program that has been approved by the AGM
-
Members of Group Management participates in the company's pension and insurance plans
-
The remuneration of Group Management in 2025 has been in line with the guidelines for Remuneration of Management as outlined on page 35 in the Annual Report for 2025, available on our website: www.nordicmining.com.
NORDIC MINING
Group Management remuneration overview 2025
Fixed remuneration:
- The annual fixed remuneration for the members of Group Management is shown in Table 3. The base salary is reviewed annually and determined based on salary development in the society in general and in particular the industrial sector. The annual salary increases for 2025 was decided, in accordance with the guidelines, as a general salary increase for Group Management of 5.4%.
- The CEO is granted benefits in kind according to the applicable market standard, the main element being a company car. The other members of Group Management are granted benefits in kind typically cell phone, internet connection, etc.
- The former CEO stepped down from the position and retired during 2025. In connection with the retirement, a supplemental severance agreement was entered into. Under this agreement, the former CEO is entitled to severance payments with no corresponding obligation to perform services for the Company. The severance payments are time-limited and will continue until 1 June 2026. Amounts paid during the reporting period are included in this report.
Short-Term Incentive Program:
- In 2024, employees in the Group was, as a result of the critical period for the company to ensure the success of the Engebø Project, offered a one-year incentive program. The bonus was limited up to 1/6 of the last 12-month accumulated salaries per employee. Following the commencement of the first ore into primary rod mill in fourth quarter 2024, employees was paid a bonus corresponding to 40% of the bonus, in line with the bonus program. Bonus under the short-term incentive program are not subject to claw-back. The remaining 60% of the bonus was contingent upon additional criteria in 2025, which was not met, and therefore no further bonus was paid.
NORDIC MINING
Group Management remuneration overview 2025
Extraordinary items
- No extraordinary items have been granted to the Group Management in 2025.
-
In 2023 The Board of Directors decided to temporarily deviate from the remuneration guidelines as it was deemed necessary in order to safeguard the Company's long-term interest as the share option program meant to provide an incentive to Group Management resulted in negative economic consequences for Group Management. Group Management succeeded in fully funding the Engebø Project yet suffered losses tied to the option program. To rectify part of this adverse effect to the incentive program, the following extraordinary remuneration items were implemented:
-
The CEO and CFO at that time, as well as the Managing Director of ERG, each received a bonus to compensate for 90% of the tax they paid on the options they exercised in May 2022 at levels far above the tender offer in March 2023.
-
The former CEO and the Managing Director of ERG were offered a long-term incentive program related to the shares they acquired through exercising options in May 2022. If they were employed by the Company in 2025 and sold the relevant shares in the second half of 2025 at a loss, the program would cover an amount that net of taxes is equal to 80%, after adjusting for the above-mentioned tax compensation bonus, of such loss. No payments under the incentive program were paid or accrued for during 2023. The program relates to:
-
1,050,000 shares (52,500 shares after the 20:1 reverse split in March 2024) for the CEO, and;
- 400,000 shares (20,000 after the 20:1 reverse split in March 2024) for the Managing Director, ERG.
The former CEO, who retired in March 2025, sold his shares covered by the long-term incentive program in the second half of 2025. Consequently, a payment was made under the program in accordance with its predefined terms in January 2026.
NORDIC MINING
Group Management remuneration overview 2025
Share Option Program:
- Members of the Group Management and qualified resource persons are entitled to participate in Nordic Mining ASAs equity settled share-based compensation program which was approved by the General Meeting in May 2025. In 2025, key employees and Board members of the Group was granted 2.9 million equity-settled options at a strike price of NOK 22.9179 per share. The options have a duration of three years and will vest with 1/3 each on 30 June 2025, 30 June 2026 and 30 June 2027. No other options were granted to the members of Group Management or qualified resource persons in 2025.
Pension and personal insurance plans:
- The Group has a defined benefit plan or a defined contribution plan (for new employees) for its employees in the parent company, Nordic Mining ASA and a defined contribution plan for its employees in Engebø Rutile and Garnet AS. The plans meet the Norwegian statutory requirements for pension plans for employees. The members of the Group Management are covered by the personal insurance plans applicable to the Group’s employees.
NORDIC MINING
Remuneration of the Board of Directors
The remuneration of the Board is proposed by the Nomination Committee and resolved by the general meeting. The remuneration of the Board is not linked to the Company's performance. The remuneration of the Board reflects the Board's responsibility, expertise, time commitment and the complexity of the Company's activities.
| Table 1 - Remuneration of the Board of Directors for 2024 and 2025
(Amounts in NOK thousands) | | | | |
| --- | --- | --- | --- | --- |
| Board members | Year | Board fees | Expensed Share based compensation | Total remuneration |
| Kjell Roland | 2025 | 500 | 926 | 1 426 |
| Chairman | 2024 | 500 | - | 500 |
| Kjell Sletsjøe | 2025 | 300 | 617 | 917 |
| Deputy chairman | 2024 | 300 | - | 300 |
| Eva Kaijser | 2025 | 300 | 617 | 917 |
| Board member | 2024 | 300 | - | 300 |
| Benedicte Nordang | 2025 | 300 | 617 | 917 |
| Board member | 2024 | 300 | - | 300 |
| Tom Lileng | 2025 | 300 | 617 | 917 |
| Board member | 2024 | 300 | - | 300 |
On 19 June 2025, Nordic Mining ASA granted 2.9 million equity-settled options at a strike price of NOK 22.9179 per share to key employees and board members. The options have a duration of three-years and will vest as follows: 1/3 on 30 June 2025, 1/3 on 30 June 2026 and 1/3 on 30 June 2027. The fair value of the equity-settled options is estimated at grant date by use of the Black Scholes option model and is recognized as an expense in the financial statements over the vesting period, with a corresponding increase in equity. This expense is presented as expensed share-based compensation in the table for remuneration above.
NORDIC MINING
Development in the Board members' remuneration
| Table 2 - Comparative table over the remuneration over the last five reported financial years
(Amounts in NOK thousands) | | | | | |
| --- | --- | --- | --- | --- | --- |
| Annual change in total remuneration | 2021
(2020/2021) | 2022
(2021/2022) | 2023
(2022/2023) | 2024
(2023/2024) | 2025
(2024/2025) |
| Kjell Roland 1)
Chairman | 350
0 % | 350
0 % | 500
43 % | 500
0 % | 1 426
185 % |
| Kjell Sletsjøe 2)
Deputy chairman | 210
0 % | 210
0 % | 300
43 % | 300
0 % | 917
206 % |
| Eva Kaijser
Board member | 210
0 % | 210
0 % | 300
43 % | 300
0 % | 917
206 % |
| Benedicte Nordang 3)
Board member | 210
0 % | 210
0 % | 300
43 % | 300
0 % | 917
206 % |
| Tom Lileng 4)
Board member | - | - | - | 300 | 917 |
| Antony Beckmand 5)
Former Board member | 210
0 % | 210
0 % | 300
43 % | - | - |
Note: Board fees are shown as annualized figures, i.e. the annual compensation stipulated by the AGM. The actual fee paid to a board member in a given year is dependent on when the board member was appointed to and/or resigned from the board.
On 19 June 2025, Nordic Mining ASA granted 2.9 million equity-settled options at a strike price of NOK 22.9179 per share to key employees and board members. The options have a duration of three-years and will vest as follows: 1/3 on 30 June 2025, 1/3 on 30 June 2026 and 1/3 on 30 June 2027. The fair value of the equity-settled options is estimated at grant date by use of the Black Scholes option model and is recognized as an expense in the financial statements over the vesting period, with a corresponding increase in equity. This expense is presented as expensed share-based compensation in the table for remuneration above.
1) Kjell Roland was appointed chairman at the 2019 AGM.
2) Kjell Sletsjøe was appointed to the board by the 2019 AGM.
3) Benedicte Nordang was appointed to the board by the 2019 AGM.
4) Tom Lileng was appointed to the board by the 2023 AGM.
5) Antony Beckmand was appointed to the board by the 2019 AGM and left the board at the 2023 AGM.
NORDIC MINING
Remuneration of the CEO and Group Management in 2025
| Table 3 - Remuneration of the Group Management for the reported financial year 2024 and 2025 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in NOK thousands) | |||||||||||
| Members of Group Management1) | 1Fixed remuneration | 2Variable remuneration | 3Extraordinary items | 4Pension expenses | 5ExpensedShare-based compensation | 6Total remuneration | 7Proportion of fixed and variable remuneration | ||||
| Base salary | Other | Fringe benefits | One-year variable | ||||||||
| Finn Ivar Marum 2)CEO | 2025 | 2 212 | - | 124 | - | - | 105 | 2 777 | 5 218 | 47 % | 53 % |
| 2024 | - | - | - | - | - | - | - | - | 0 % | 0 % | |
| Ivar S. Fossum 3)Former CFO | 2025 | 3 442 | - | 172 | 219 | - | 166 | - | 3 999 | 95 % | 5 % |
| 2024 | 3 279 | - | 170 | - | - | 437 | - | 3 886 | 100 % | 0 % | |
| Tord Meling 4)CFO | 2025 | 2 291 | - | 13 | 56 | - | 126 | 1 543 | 4 029 | 60 % | 40 % |
| 2024 | 839 | - | 4 | - | - | 48 | - | 891 | 100 % | 0 % | |
| Kenneth Nakken AngedalManaging Director, ERG | 2025 | 1 877 | - | 13 | 140 | - | 74 | 1 234 | 3 338 | 59 % | 41 % |
| 2024 | 2 009 | - | 9 | - | - | 97 | - | 2 115 | 100 % | 0 % | |
| Trond Langeng 5)Manager Resource and Development | 2025 | 1 089 | - | 13 | 55 | - | 78 | - | 1 234 | 96 % | 4 % |
| 2024 | 823 | - | 9 | - | - | 61 | - | 893 | 100 % | 0 % | |
| Maurice Kok 6)Former Commercial Director | 2025 | 415 | - | 2 | 91 | - | 27 | - | 535 | 83 % | 17 % |
| 2024 | 1 362 | - | 11 | - | - | 106 | - | 1 479 | 100 % | 0 % | |
| Andreas Davidsen 7)Chief Commercial Officer | 2025 | 1 050 | - | 6 | - | - | 61 | - | 1 117 | 100 % | 0 % |
| 2024 | - | - | - | - | - | - | - | - | 0 % | 0 % |
1) Individuals who are no longer part of the Executive Management team as of 31 Dec 2024 are not included.
2) Finn Ivar Marum joined the Company 1 March 2025.
3) Ivar S. Fossum left the Company 1 March 2025. Compensation shown in the table above is inclusive severance pay in the period 1 March - 31 December 2025.
4) Tord Meling joined the Company 12 August 2024.
5) Trond Langeng joined the Company 11 March 2024.
6) Maurice Kok left the Company 28 February 2025.
7) Andreas Davidsen joined the Company 1 July 2025.
nordic
mining
Development Group Management remuneration and average FTE remuneration
| Table 4 - Comparative table over the remuneration over the last five reported financial years | |||||
|---|---|---|---|---|---|
| (Amounts in NOK thousands) | 2021 | ||||
| (2020/2021) | 2022 | ||||
| (2021/2022) | 2023 | ||||
| (2022/2023) | 2024 | ||||
| (2023/2024) | 2025 | ||||
| (2024/2025) | |||||
| Group Management | |||||
| Finn Ivar Marum^{1)} | - | - | - | - | 5 218 |
| CEO | N/A | N/A | N/A | N/A | N/A |
| Ivar S. Fossum^{2)} | 3 110 | 2 962 | 4 891 | 3 886 | 3 999 |
| Former CEO | 7 % | -5 % | 65 % | -21 % | 3 % |
| Tord Meling^{3)} | - | - | - | 891 | 4 029 |
| CFO | - | - | - | N/A | N/A |
| Jens Gisle Schnelle^{4)} | - | - | 417 | 284 | - |
| Former CFO (2023/2024) | - | - | N/A | N/A | N/A |
| Christian Gjerde^{5)} | 2 075 | 1 851 | 2 156 | - | - |
| Former CFO (2020/2023) | N/A | -11 % | 17 % | N/A | N/A |
| Kenneth Nakken Angedal | 1 740 | 1 684 | 2 275 | 2 115 | 3 338 |
| Managing Director, ERG | 7 % | -3 % | 35 % | -7 % | 58 % |
| Trond Langeng^{6)} | - | - | - | 893 | 1 234 |
| Manager Resource and Development | - | - | - | N/A | N/A |
| Maurice Kok^{7)} | - | 568 | 1 337 | 1 479 | 535 |
| Former Commercial Director | - | N/A | N/A | 11 % | N/A |
| Andreas Davidsen^{8)} | - | - | - | - | 1 117 |
| Chief Commercial Officer | N/A | N/A | N/A | N/A | N/A |
| Mona Schanche^{9)} | 1 886 | 1 808 | 1 583 | - | - |
| Former VP Resource and Sustainability | 9 % | -4 % | -12 % | N/A | N/A |
| Terje Gundersen^{10)} | - | 1 453 | 740 | - | - |
| Former Project Director | - | N/A | N/A | N/A | N/A |
| Financial Performance | |||||
| Net profit/(loss) | 5 371 | 202 412 | (46 107) | (115 020) | (437 854) |
| 116 % | 3669 % | -123 % | -149 % | -281 % | |
| EBITDA | (60 536) | (45 756) | (46 123) | (51 879) | (345 581) |
| -43 % | 24 % | -1 % | -12 % | -566 % | |
| Other employees | |||||
| Change average remuneration other employees | 9 % | 14 % | 5 % | 7 % | 5 % |
1) Finn Ivar Marum joined the Company 1 March 2025.
2) Ivar S. Fossum left the Company 1 March 2025. Compensation shown in the table above is inclusive severance pay in the period 1 March - 31 December 2025.
3) Tord Meling joined the Company 12 August 2024.
4) Jens Gisle Schnelle started as CFO on 15 October 2023 and left the Company 31 January 2024.
5) Christian Gjerde started as CFO on 1 August 2020 and left the Company 30 September 2023.
6) Trond Langeng joined the Company 11 March 2024.
7) Maurice Kok joined the Company 1 August 2022 and left the Company 28 February 2025.
8) Andreas Davidsen joined the Company 1 July 2025.
9) Mona Schanche left the Company 31 July 2023.
10) Terje Gundersen left the executive management group 2 June 2023, and compensation shown for 2023 is for the period up until this date.
nordic
mining
Shareholdings of Group Management and Board of Directors
At year-end 2025, the Company had outstanding share options under the share-based compensation program. However, none were exercisable as the exercise price exceeded the market price of the Company's shares.
Ivar S. Fossum participated in a long-term incentive program tied to 1,050,000 of the shares he held at year-end 2023, corresponding to 52,500 shares after the reverse split 20:1 in March 2024, please refer to page 5.
Kenneth N. Angedal participated in a long-term incentive program tied to 400,000 of the shares he held at year-end 2023, corresponding to 20,000 shares after the reverse split 20:1 in March 2024, please refer to page 5.
| Table 5 - Shareholdings of Group Management and Board of Directors | |||
|---|---|---|---|
| Shareholding per 31 December 2025 | Change year-on-year | Shareholding per 31 December 2024 | |
| Kjell Roland, Chairman of the Board | 29 523 | 0 | 29 523 |
| Kjell Sletsjøe, Board member | 17 750 | 0 | 17 750 |
| Ivar S. Fossum, former CEO | 35 461 | -87 500 | 122 961 |
| Kenneth N. Angedal, Managing Director, ERG | 22 291 | 0 | 22 291 |
NORDIC MINING
Share-based compensation
| Table 6 - Share based compensation
(Amounts in NOK thousands) | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Members of Group Management and Board members | Main terms for share option programme | | | | | | Information for the reported financial year 2025 | | |
| | 1 | 2 | 3 | 4 | 5 | 6 | Opening balance | During the year | Closing balance |
| | Plan | Grant date | Exercise period | Vesting date | Expiration date | Strike price | Opening balance share options | Granted share options | Closing balance share options |
| Finn Ivar Marum
CEO | Share Option Programme | June 2025 | 2025-2028 | 1/3 on 30 June 2025, 1/3 on 30 June 2026 and 1/3 on 30 June 2027. | June 2028 | NOK 22.9179/share | - | 900 000 | 900 000 |
| Tord Meling
CFO | | June 2025 | 2025-2028 | | June 2028 | NOK 22.9179/share | - | 500 000 | 500 000 |
| Kenneth Nakken Angedal
Managing Director, ERG | | June 2025 | 2025-2028 | | June 2028 | NOK 22.9179/share | - | 400 000 | 400 000 |
| Kjell Roland
Chairman of the Board | | June 2025 | 2025-2028 | | June 2028 | NOK 22.9179/share | - | 300 000 | 300 000 |
| Kjell Sletsjøe
Deputy chairman of the Board | | June 2025 | 2025-2028 | | June 2028 | NOK 22.9179/share | - | 200 000 | 200 000 |
| Eva Kaijser
Board member | | June 2025 | 2025-2028 | | June 2028 | NOK 22.9179/share | - | 200 000 | 200 000 |
| Benedicte Nordang
Board member | | June 2025 | 2025-2028 | | June 2028 | NOK 22.9179/share | - | 200 000 | 200 000 |
| Tom Lileng
Board member | | June 2025 | 2025-2028 | | June 2028 | NOK 22.9179/share | - | 200 000 | 200 000 |
NORDIC MINING
Board of Director's Statement
The Board of Directors has today considered and adopted the Remuneration Report of Nordic Mining ASA for the financial year 2025.
The Remuneration Report is prepared in accordance with section 6-16b of the Public Limited Companies Act.
The Remuneration Report will be presented to the Annual General Meeting for 2026 for an advisory vote.
The Board of Directors Nordic Mining ASA, Oslo 28 April 2026
Kjell Roland
Chair
Kjell Sletsjøe
Deputy Chair
Benedicte Nordang
Board member
Eva Kaijser
Board member
Tom Lileng
Board member
NORDIC MINING
EY
Shape the future with confidence
Statsautoriserte revisorer
Ernst & Young AS
Stortorvet 7, 0155 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
To the General Meeting in Nordic Mining ASA
INDEPENDENT AUDITOR'S ASSURANCE REPORT ON REMUNERATION REPORT
Opinion
We have performed an assurance engagement to obtain reasonable assurance that Nordic Mining ASA's 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 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. The firm applies International Standard on Quality Management, 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.
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.
A member firm of Ernst & Young Global Limited
2
EY
Shape the future
with confidence
Oslo, 28 April 2026
ERNST & YOUNG AS
The auditor's assurance report is signed electronically
Johan Lid Nordby
State Authorised Public Accountant (Norway)
Independent auditor's assurance report on remuneration report - Nordic Mining ASA 2025
A member firm of Ernst & Young Global Limited