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NRC Group Remuneration Information 2025

Apr 15, 2025

3693_rns_2025-04-15_d0e0aef5-d965-4b72-9ad3-d865f492b36f.pdf

Remuneration Information

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Remuneration Report

2024

Introduction

Under section 6-16 b of the Public Limited Liability Companies Act, the Board of NRC Group ASA ("NRC Group" or the "Company") is required to draw up an annual report that provides a complete overview of remuneration disbursed and remuneration due to executive personnel covered by the guidelines defined in section 6-16 a.

This remuneration report (the "Report") has been prepared in compliance with the Norwegian Public Limited Liability Companies Act and related regulations.

Information on the work of the Remuneration Committee of NRC Group in 2024 is set out in the Corporate Governance Report, which is available in the annual report 2024.

The Report will be presented for an advisory vote at the Annual General Meeting on 8 May 2025 and is disclosed, once adopted, at the Company's website, www.nrcgroup. com.

PURPOSE

The objective of the Report is to ensure transparency in NRC Group's remuneration policy and the actual remuneration of the executive personnel, and to ensure that the remuneration system is in accordance with NRC Group's results and goals. The definition of executive personnel in this report includes the chief executive officer, the chief financial officer, any other member of the executive management team, and any member of the Board of Directors of the Company.

The combination of fixed and variable compensation arrangements including the senior executive share option scheme has ensured NRC Group's competitiveness as an employer in all of the geographies and domains it operates, enabling us to retain, develop and recruit skilled senior executives with relevant experience and competence. These compensation arrangements have been important for successfully implementing the Group's business strategy, our long-term interests, and to develop our sustainable business practices.

COMPLIANCE WITH THE GUIDELINES

The remuneration guidelines (the "Guidelines") have been fully implemented in 2024. The remuneration to the executive personnel for 2024 is in accordance with the Guidelines; no deviations have been made from the approved principles.

The Board of Directors has for 2024 resolved a discretionary bonus to certain executive personnel which is further described below.

No remuneration has been reclaimed.

The Guidelines and the auditor's assurance report regarding whether the Company has complied with the Guidelines are available on the Company's website, www.nrcgroup.com.

REMUNERATION IN FOREIGN CURRENCY

Remuneration to senior executives is paid or accrued in the currency of the respective subsidiary that owns the employment relationship. In this Report, amounts are presented in Norwegian kroner (NOK), which is both the functional and presentation currency of the parent company. Remuneration in other currencies received during the financial year is translated into NOK using the average exchange rate for the year. Accrued remuneration at the end of the reporting period is translated at the exchange rate in effect on the balance sheet date. Members of the Board receive their fees from the parent company NRC Group ASA in NOK.

Key developments 2024

Overall company development in 2024

(Amounts in NOK million) 2024 2022
Revenue 6,892 6,732
EBITDA 25 316
EBIT adj. -93 121
EBIT adj. (%) -1.3% 1.8 %
Order intake 6,606 5,632
Order backlog 7,971 6,94
Cash flow from operating activities 31 376
Cash and cash equivalents 357 369
Net interest-bearing debt 622 761
Equity ratio 37 % 47 %
Employees 1,780 1,853

For more information about the general performance of the Company during the financial year, please see the CEO's letter and the Board of Director's report in the annual report 2024.

Remuneration of the Board of Directors

The Directors' fees shall be decided by the General Meeting. This decision will be based on the Nomination Committee's recommendation.

Table 1A sets out the total remuneration paid to each board member during 2024.

Table 1A - Remuneration paid to the Board of Directors in the reported financial year
-- --------------------------------------------------------------------------------------- -- -- -- --
Name,
position
Period Financial
year
1
Fixed
remuneration
- Fees
2
Variable
remuneration
3
Total
remuneration
4
Proportion of fixed
and variable
remuneration
Rolf Jansson, 2024 770 000 0 770 000 100 % 0 %
Chair of the BoD Nov 2018 - 2023 700 000 0 700 000 100 % 0 %
Mats Williamson, 2024 453 000 114 000 567 000 80 % 20 %
Board member Jul 2018 - 2023 415 000 225 000 640 000 65 % 35 %
Tove Elisabeth Pet
tersen,
Board member
May 2020 - 2024 453 000 0 453 000 100 % 0 %
2023 415 000 0 415 000 100 % 0 %
Eva Nygren,
Board member
Nov 2018 - 2024 390 000 0 390 000 100 % 0 %
2023 355 000 0 355 000 100 % 0 %
Outi Henriksson,
Board member
2024 422 000 0 422 000 100 % 0 %
May 2021 - 2023 385 000 0 385 000 100 % 0 %
Heikki Allonen,
Board member
May 2021 - 2024 422 000 0 422 000 100 % 0 %
2023 385 000 0 385 000 100 % 0 %
Karin Bing Orgland, May 2022 - 2024 453 000 0 453 000 100 % 0 %
Board Member 2023 385 000 0 385 000 100 % 0 %

The remuneration for 2024 is based on the general assembly approved remuneration for 2023 which amounts to NOK 735,000 for the chair and NOK 367,500 for the members. Additional remuneration for the audit committee is NOK 94,500 for the chair and 63,000 for members, for the HR committee NOK 52,500 for the chair and 31,500 for members and for the project committee NOK 94,500 for the chair and 63,000 for the members. The estimated remuneration for 2024 reflects an expected increase from the remuneration for 2023 and will be subject to approval at the general assembly for the financial year 2024. The board members have not received variable remuneration in

2024, others than those specified below. No other benefits were granted or awarded or due, but not yet materialised, during the reported financial year.

NRC Group ASA may have agreements with Board members for consultancy services related to certain internal projects such as acquisitions and management recruitment. The agreements are based on hourly rates and are carried out on arm's length terms. Currently, there exists one agreement with Mats Williamson. Total expense amounted to NOK 114,000 for 2024 (2023: NOK 225,000) based on hourly rates of SEK 1,500.

Remuneration of the management

The Guidelines enable the Company to offer senior executives a competitive remuneration. Under the Guidelines, the remuneration shall be on market terms, competitive, and reflect the performance and responsibilities of individual senior executives. The remuneration may consist of fixed cash salary, variable cash salary, pension benefits, participation in the share option incentive programme, and the employee share programme.

The fixed cash salary shall be the main element in the overall remuneration and shall take into account the scope and responsibility associated with the position, as well as the skills, experience, and performance of each senior executive.

The performance measures for the senior executives' variable remuneration have been selected to deliver the Company's business strategy and to encourage behaviour that is in the long-term interest of the Company. In the selection of performance measures, the strategic objectives, sustainability, and long-term interest have been taken into account. None of the senior executives receives remuneration from other enterprises in the NRC Group than the entity they are employed in.

Table 1B and 1C set out total remuneration to NRC Group's CEO and other senior executives during 2024. Table 1B contains each individual director's total remuneration excluding accrued bonus expenses to be paid in 2025, split out by component. Furthermore, the table presents the relative proportion of fixed and variable remuneration. In addition to the directors who have performed their mandate during the reported financial year, information regarding former directors, to the extent remuneration was awarded or due during the reported financial year, is provided.

Explanatory notes regarding Table 1B

Base Salary Fixed base salary paid or due to senior executives, in exchange for
professional services to serve their mandate in respect to the reported
financial year.
Fringe benefits Value of any benefits and perquisites awarded or due to the senior executive
in respect to the reported financial year. For the current financial year, the
main fringe benefits are related to car allowances, telephone, medical and
other minor benefits 'in natura'.
One-year variable Total value of annual bonus paid in cash to the senior executive as a result of
the fulfilment of the predetermined performance criteria, where the time span
does not exceed one year.
Multi-year variable Total value of annual bonus due to the senior executive as a result of the
fulfilment of the predetermined performance criteria, where the time span
exceeds one year. For all senior executives, reported values solely concern
share option expenses which are allocated over the service period assumed in
the option programme.
For more information regarding share-based payments, see note 7 in the
annual report 2023.
Extraordinary items Any other non-recurring remuneration, whether in cash or in other form, such
as sign-on fees, retention bonus, redundancy payments and indemnity for
non-competition or severance payments.
Pension expense Senior executives are covered by the defined contribution pension plans
in Norway, Sweden, and Finland, respectively. Pension expenses are the
contributions that took place under the reported financial year to finance a
fund for future pension pay-out for the senior executive. For more information
regarding pensions, see note 18 in the annual report 2023.
Notice period Period of time between the receipt of the letter of dismissal and the end of
the last working day. Additionally, presented information includes any non
compete periods subsequent to the ordinary notice period, during which the
senior executives will receive the basic salary and other remuneration and
participate in the Group pension plan.
Accrued variable remuneration Bonus expenses that were granted or awarded, but not yet materialised,
during the reported financial year.

Table 1B - Remuneration of senior executives for the reported financial year

Name,
position
Period Financial
year
1
Fixed remuneration
2
Variable remuneration
3
Extraordinary
items
4
Pension ex
pense
5
Total
remuneration
6
Proportion of fixed
and variable
remuneration
7
Remuneration
by component
8
Notice period
Base salary Fringe benefits One-year
variable
Multi-year
variable
Fixed Variable
Anders Gustafsson, 2024 5 246 000 36 000 0 21 000 0 655 000 5 958 000 100 % 0 %
CEO 1 Oct 2023 – 2023 1 437 000 7 000 0 0 0 390 000 1 834 000 100 % 0 % NRC Group ASA 6 months
Åsgeir Nord,
CFO
1 Aug 2024 - 2024 1 042 000 18 000 0 3 000 0 85 000 1 148 000 100 % 0 % NRC Group ASA 6 months
Ole Anton Gulsvik,
CFO
1 Mar 2022 - 2024 2 496 000 10 000 692 000 0 0 137 000 3 335 000 79 % 21 % NRC Group ASA 6 months
31 Jul 2024 2023 2 971 000 30 000 478 000 168 000 700 000* 196 000 4 543 000 70 % 30 %
Arild Moe, 9 Nov 2020 - 30 Apr 2024 3 195 000 14 000 734 000 0 0 124 000 4 067 000** 82 % 18 % NRC Norge AS
12 months
EVP & MD NRC Group Norway 2024 2023 2 912 000 24 000 980 000 145 000 0 113 000 4 104 000 73 % 27 %
Harri Lukkarinen, 2024 3 926 000 0 41 000 125 000 0 337 000 4 429 000 96 % 4 % NRC Holding
Finland Oy
EVP & MD NRC Group Finland 7 Jan 2019 – 2023 3 521 000 0 920 000 164 000 0 384 000 4 989 000 78 % 22 % 12 months
Tomas Johansson,
EVP & MD NRC Group Sweden
1 sep 2024 - 2024 956 000 80 000 3 000 0 150 000 1 189 000 100 % 0 % NRC Group Sverige AB 6 months
Lene Engebretsen, EVP & Head 2024 1 933 000 10 000 668 000 67 000 0 209 000 2 887 000 75 % 25 % 9 months
of Strategy, Sustainability and
Communications
1 May 2020 – 2023 1 642 000 14 000 269 000 82 000 0 195 000 2 202 000 84 % 16 % NRC Group ASA
Marianne Ulland Kellmer, EVP 2024 1 923 000 26 000 512 000 26 000 0 207 000 2 694 000 80 % 20 %
& Head of People, Culture and
Digitalisation
1 aug 2022 – 2023 1 510 000 14 000 245 000 8 000 0 193 000 1 970 000 87 % 13 % NRC Group ASA 3 months

* Additional compensation for his period as acting CEO of NRC Group ASA and CFO of NRC Group Sweden.

** Includes payment of base salary in connection with termination agreement.

In addition to paid bonuses as shown in table 1B, senior executives are awarded cash bonuses for 2024 to be paid in 2025. The accrued variable cash bonus is based on financial results and the achievement of certain qualitative goals, including key performance indicators both for the Group's overall performance as well as local segment and individual performance. The bonuses have been evaluated and approved by the Board of Directors for the CEO and by the HR Committee for other senior executives. The Board believes that a performance-based bonus agreement for executive personnel had a motivational effect and therefore is beneficial for the Group and its shareholders in order to reach the financial results and the overall performance of the Group.

Name, position Performance criterion Relative
weigth
Measured
performance
Actual
award
Awarded in % of
base salary
Anders Gustafsson,
CEO
Financial targets Group 80% 0% 0
Strategic targets Group 20% 0% 0 10%
Discretionary targets Group* NA* NA* 500 000
Åsgeir Nord,
CFO
Financial targets Group 70% 0% 0
Strategic targets Group 30% 0% 0 10%
Discretionary targets Group* NA* NA* 250 000

Table 1C – Accrued short-term bonus remuneration in the reported financial year

*The Board of Directors decided to award a discretionary bonus to recognise the performance of certain employees in the Group management, which serve the Company's long-term interest.

Share-based long-term incentive remuneration

Since 2016, the annual general meeting has resolved each year that options may be awarded to the senior executives. Options may be granted based on achievements of specific financial goals and some other criteria determined by the Board of Directors.

Senior executives are awarded share options based on financial and non-financial achievements, granted by the board upon their approval of the annual accounts. The weighted average fair value of options granted in 2024 was NOK 1.38 each. The share option expense is allocated over the service period assumed in the option program. For further information see note 7 in the Annual accounts. Table 2 includes the key elements and events throughout the reported financial year regarding the different sharebased remuneration plans per senior executive.

Explanatory notes regarding Table 2

Specification of plan Specification of each share option plan in a way that allows identification of
those plans.
Performance period Period of time during which the performance goals must be met in order to
determine the degree of vesting with respect to the share option.
Grant date The date share options are given to the recipient.
Vesting period The date the directors can exercise the options according to the terms of the
share option plan.
Expiration date Point of time the senior executive must decide whether to exercise or let the
share option expire.
Strike price Strike prices of the shares that each respective issuance of share options
entitle to in consistency with the terms of the applicable plan.
Opening balance Number of share options or shares held at the beginning of the reported
financial year.
Share options awarded Number of shares that have been awarded on the grant date under each
applicable share option plan during the reported financial year.
Vested share options Number of share options that have been vested in the vesting period (as
presented in column 4) during the reported financial year.
Exercised share options Number of share options used during the reported financial year to purchase
NRC's common stock at the strike price of the share as presented in column 6,
regardless of the stock's price at the time the senior executive exercises the
option.
Cancelled share option Number of share options cancelled due to the share option's terms and
agreements no longer being valid.
Share options subject to a performance
condition
Number of share options still subject to a performance condition.
Exercisable share options Number of share options that have been awarded on a grant date as
presented in column 3 during the reported or previous financial years and
which are vested at the end of the reported financial year.

Table 2 - Granted options to senior executives for the reported financial year

Information regarding the current financial year
Main terms for the option plan Opening
During the year
balance
Closing
balance
Name, position 1
Specification
of plan
2
Performance
period
3
Grant date
4
Vesting
period
5
Expiration
date
6
Strike price of
the share in
NOK
7
Share options
awarded at
the beginning
of the year
8
Share options
awarded
9
Vested share
options
10
Expired share
options
11
Exercised
share options
12
Canceled
share options
13
Share options
subject to a
performance
condition
14
Exercisable
Share options
Anders Gustafsson, Agreement 2023 36 months 02.04.2024 1/3 per year 02.04.2027 11,42 0 10 000 3 333 0 0 0 6 667 3 333
CEO Agreement 2024 36 months 19.11.2024 3 years 31.12.2028 3,46 0 100 000 0 0 0 0 100 000 0
Åsgeir Nord,
CFO
Agreement 2024 36 months 19.11.2024 3 years 31.12.2028 3,46 0 50 000 0 0 0 0 50 000 0
Ole Anton Gulsvik, Agreement 2021 36 months 16.03.2022 1/3 per year 16.03.2025 20,04 75 000 0 25 000 0 0 75 000 0 0
CFO Agreement 2022 36 months 20.03.2023 1/3 per year 20.03.2026 20,04 15 000 0 5 000 0 0 15 000 0 0
Agreement 2020 36 months 15.03.2021 1/3 per year 15.03.2024 27,87 42 000 0 14 000 42 000 0 0 0 0
Agreement 2021 36 months 16.03.2022 1/3 per year 16.03.2025 17,7 66 000 0 22 000 0 0 0 0 66 000
Harri Lukkarinen,
EVP & MD NRC Group Finland
Agreement 2022 36 months 20.03.2023 1/3 per year 20.03.2026 20,04 42 000 0 14 000 0 0 0 14 000 28 000
Agreement 2023 36 months 02.04.2024 1/3 per year 02.04.2027 11,42 0 15 000 5 000 0 0 0 10 000 5 000
Agreement 2024 36 months 19.11.2024 3 years 31.12.2028 3,46 0 50 000 0 0 0 0 50 000 0
Lene Engebretsen,
EVP & Head of Strategy,
Sustainability and Communications
Agreement 2020 36 months 15.03.2021 1/3 per year 15.03.2024 27,87 6 000 0 0 6 000 0 0 0 0
Agreement 2021 36 months 16.03.2022 1/3 per year 16.03.2025 17,7 35 000 0 11 667 0 0 0 0 35 000
Agreement 2022 36 months 20.03.2023 1/3 per year 20.03.2026 20,04 10 000 0 3 333 0 0 0 3 333 6 667
Agreement 2023 36 months 02.04.2024 1/3 per year 02.04.2027 11,42 0 10 000 3 333 0 0 0 6 667 3 333
Agreement 2024 36 months 19.11.2024 3 years 31.12.2028 3,46 0 50 000 0 0 0 0 50 000 0
Agreement 2021 36 months 16.03.2022 1/3 per year 16.03.2025 17,7 57 000 0 19 000 0 0 57 000 0 0
Arild Ingar Moe,
EVP & MD NRC Group Norway
Agreement 2022 36 months 20.03.2023 1/3 per year 20.03.2026 20,04 39 000 0 13 000 0 0 39 000 0 0
Agreement 2023 36 months 02.04.2024 1/3 per year 02.04.2027 11,42 0 15 000 5 000 0 0 15 000 0 0
Marianne Kellmer,
EVP & Head of People, Culture
and Digitalisation
Agreement 2022 36 months 20.03.2023 1/3 per year 20.03.2026 20,04 4 000 0 1 333 0 0 0 1 334 2 666
Agreement 2023 36 months 02.04.2024 1/3 per year 02.04.2027 11,42 0 10 000 3 333 0 0 0 6 667 3 333
Agreement 2024 36 months 19.11.2024 3 years 31.12.2028 3,46 0 50 000 0 0 0 0 50 000 0
551 000 390 000 211 666 48 000 0 391 000 348 667 153 333

Comparative information on the change of remuneration and company performance

A summary of the development in the executive remuneration, the Company's performance, and average remuneration on a full-time equivalent basis of employees of the company other than senior executives, over the five most recent financial years is shown in the table 3 below.

Senior executives' remuneration and directors' fees presented in table 3 concern all senior executives who performed their mandate under the reported financial year. The amounts to be compared are the total amounts of remuneration presented in column 3 in table 1A and column 5 in table 1B respectively.

For calculating the annual change of remuneration for a senior executive whose mandate began or ended during the reported financial year, the respective remuneration has not been annualised. Necessary information on the employment period can be retrieved from tables 1A and 1B.

When calculating the average remuneration on a full-time equivalent basis of employees of the company other than senior executives, NRC Group included employees of the entire group of companies. Average remuneration is calculated by dividing consolidated salary and pension expenses which are reduced with the total remuneration paid to the senior executives, by the full time equivalent of the Group's employees other than the full time equivalent for the Group's senior executives.

Table 3 – Comparative information on the change of remuneration and company performance over the last five reporting financial years

2020 2021 2022 2023 2024
Directors' remuneration
Anders Gustafsson, CEO 1 834 000 5 958 000
% change 225 %
Åsgeir Nord, CFO 1 148 000
% change
Ole Anton Gulsvik, CFO 3 261 000 4 543 321 3 335 000
% change 39 % -27 %
Arild Moe,
EVP & MD NRC Group Norway
380 000 2 691 000 3 337 611 4 104 000 4 066 311
% change 608 % 24 % 23 % -1 %
Harri Lukkarinen,
EVP & MD NRC Group Finland
3 410 000 4 063 000 5 226 806 4 989 000 4 428 856
% change 19 % 29 % -5 % -11 %
Tomas Johansson,
EVP & MD NRC Group Sweden
1 189 000
% change
Lene Engebretsen,
EVP & Head of Strategy, Sustainability
and Communications
1 372 000 1 735 000 2 150 000 2 202 000 2 887 000
% change 26 % 24 % 2 % 31 %
Marianne Ulland Kellmer,
EVP & Head of People, Culture and
Digitalisation
0 0 709 575 1 969 792 2 694 000
% change 178 % 37 %
FTE Executive personnel 7 8 8 7 6
Board of Directors remuneration
Rolf Jansson, Chair of the BoD 350 000 425 000 640 000 700 000 770 000
% change 21 % 51 % 9 % 10 %
Mats Williamson, Board member 350 000 350 000 375 000 415 000 453 000
% change 0 % 7 % 11 % 9 %
Tove Elisabeth Pettersen, Board member 75 000 350 000 375 000 415 000 453 000
% change 367 % 7 % 11 % 9 %
Eva Nygren, Board member 300 000 325 000 325 000 355 000 390 000
% change 8 % 0 % 9 % 10 %
Outi Henriksson, Board member 75 000 350 000 385 000 422 000
% change 367 % 10 % 10 %
Heikki Allonen, Board member 75 000 350 000 385 000 422 000
% change 367 % 10 % 10 %
Karin Bing Orgland, Board Member 75 000 385 000 453 000
% change 413 % 18 %
2020 2021 2022 2023 2024
Company performance
Net profit for the year - NRC Group -61,000,000 -27,000,000 -364,000,000 37,000,000 -1,000,000,000
% change 56 % -1248 % 110 % -2803 %
Average remuneration on a full-time
equivalent basis of employees
Based on FTE - Employees of the Group 689 686 703 706 739 100 834 659 905 133
% change 2 % 5 % 13 % 8 %

The Board of Directors of NRC Group ASA

Lysaker, 8 April 2025

Rolf Jansson Outi Henriksson
Chairman of the Board Board member
Mats Williamson Heikki Allonen
Board member Board member
Eva Nygren Karin Bing Orgland
Board member Board member
Tove Elisabeth Pettersen Anders Gustafsson
Board member CEO NRC Group ASA