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OKEA ASA

Remuneration Information Apr 17, 2023

3701_rns_2023-04-17_a8e77daf-79bc-4cde-b10a-aed51e1e6f57.pdf

Remuneration Information

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Report on remuneration of leading persons 2022

Table of contents

1.0. Introduction 3
2.0. Elements of remuneration 4
2.1.
Total remuneration for 2022 and 2021 4
2.2.
Share based remuneration 7
2.3.
Shares awarded or due for the reported financial year 8
3.0. Performance in the reported financial year 10
4.0. Compliance and governance 10
5.0. Annual changes of remuneration and the company's results 13
6.0. Shareholder vote on guideline 14

Report on remuneration of leading persons 2022

OKEA ASA presents the 2022 report on remuneration as approved by the board of directors on 29 March 2023. The report is designed to comply with the provisions of the Public Limited Liability Companies Act § 6-16a and b, and 5-6 third paragraph, supplemented by the regulations on guidelines and reports on remuneration of leading personnel, as well as to provide a transparent account of remuneration of leading persons to our shareholders and other stakeholders in line with Norwegian practice and principles for good governance. The report is based on the guideline on remuneration approved by shareholders at the annual general meeting on 12 May 2022 and will be presented to the annual general meeting scheduled for 11 may 2023. The guideline on remuneration is available on www.okea.no/investors. Norwegian legislation also requires that the annual financial report includes certain information on remuneration in the notes to the financial statements. This information is included in note 10 to the financial statements.

1.0. Introduction

2022 was an eventful year for OKEA with solid operational performance from key assets and high realised petroleum prices resulting in record high EBITDA as well as net profit after tax.

OKEA also delivered on the growth strategy launched in the fall of 2021 by adding Brage (35.2% Working Interest (WI)) and Nova (6% WI) as two new producing assets to the portfolio and increasing the ownership share in the Ivar Aasen field (by 6.4615% WI) through a transaction with Wintershall Dea. The transaction also involved a transfer of operatorship of Brage and was completed in November with effective date 1 January 2022.

Earlier in the year, OKEA acquired 2.223% WI in the Ivar Aasen field from Neptune Norge AS. The transaction was completed on 31 March with effective date 1 January 2022.

OKEA's clear ambition is to deliver competitive shareholder returns driven by solid growth, value creation and capital discipline, and the strategy will be centred around three growth levers:

  • actively pursue further value creation in current portfolio,
  • pursuing mergers and acquisitions to add new legs to the portfolio, and
  • considering organic projects either adjacent to existing hubs or pursuing new hubs, dependent on financial headroom and attractive risk-reward.

The transfer of operatorship of Brage brought several changes into the organisation. Adding more than 140 employees, onshore and offshore, while also prompting change in the senior management of OKEA.

In June, Dag Eggan was appointed senior vice president for special projects, having previously held the role as senior vice president for business performance, and Kjersti Hovdal was appointed acting senior vice president for business performance.

Ørjan Johannessen was in June temporarily appointed vice president for drilling & wells until Børge Nerland joined OKEA and replaced Johannessen as senior vice president for drilling & wells. There were no other major changes in the OKEA senior management team during the year.

There were no changes to the board of directors during the year.

The guideline on remuneration approved by the general meeting in 2022 was consistent with previous practice and policies in the company.

2.0. Elements of remuneration

2.1. Total remuneration for 2022 and 2021

Table 1a below provides information on total remuneration of each individual leading person split by various components. Compensation in the form of salaries, bonuses and fees is included in the year paid. Other compensation is included as incurred.

Table 1a ‐ Remuneration of CEO and senior management forthe reported financial year
All amounts are in NOK 1000
1 2 3 4 5 6
Fixed Variable Extra‐ Pension Total Proportion of
remuneration remun‐ ordinary expense remun‐ fixed and variable
eration items eration remuneration
Financial Base Fringe One‐year Fixed Variable
Name, year salary benefits variable
position
Erik Haugane, 2022 - ‐ ‐
CEO* 2021 1 605 12 1 292 10 338 181 13 427 13 % 87 %
Svein J. Liknes, 2022 4 560 337 4 349 - 190 9 435 54 % 46 %
CEO** 2021 2 341 99 2 002 400 125 4 967 52 % 48 %
Birte Norheim, 2022 3 281 113 2 560 - 190 6 144 58 % 42 %
CFO 2021 3 005 313 1 301 ‐ 181 4 799 73 % 27 %
Tor Bjerkestrand, 2022 3 298 13 2 846 - 190 6 346 55 % 45 %
SVP operations 2021 3 030 12 1 096 ‐ 181 4 318 75 % 25 %
Andrew McCann, 2022 2 865 13 2 305 - 190 5 373 57 % 43 %
SVP subsurface 2021 2 635 12 1 158 ‐ 181 3 987 71 % 29 %
Dag Eggan, 2022 2 870 13 1 902 - 190 4 975 62 % 38 %
SVP special projects 2021 2 640 12 1 021 ‐ 181 3 853 74 % 26 %
Espen Myhra, 2022 2 791 14 2 434 - 190 5 429 55 % 45 %
SVP business development 2021 2 493 13 1 425 ‐ 181 4 111 65 % 35 %
Knut Gjertsen, 2022 3 336 577 2 945 - 190 7 048 58 % 42 %
SVP projects & technology 2021 3 138 564 1 455 ‐ 181 5 338 73 % 27 %
Marit Vik‐Langlie, 2022 1 851 21 1 888 - 190 3 950 52 % 48 %
VP legal 2021 1 681 12 873 ‐ 181 2 747 68 % 32 %
Kjersti Hovdal, 2022 1 673 7 1 523 - 111 3 314 54 % 46 %
SVP business performance *** 2021 n/a n/a n/a n/a n/a n/a n/a n/a
Børge Nerland, 2022 492 2 138 600 32 1 263 42 % 58 %
SVP drilling & Wells**** 2021 n/a n/a n/a n/a n/a n/a n/a n/a
Ørjan Johannessen, 2022 937 5 262 - 79 1 284 80 % 20 %
VP drilling & wells* 2021 n/a n/a n/a n/a n/a n/a n/a n/a

* Erik Haugane CEO until 31 May 2021, not part of senior management in 2022, included for reference between years.

** Svein J. Liknes was appointed CEO on 1 June 2021. Amounts for 2021 therefore include seven months.

*** Kjersti Hovdal became part of the senior management on 1 June 2022. Amounts for 2022 therefore include seven months.

**** Børge Nerland joined OKEA on 1 November 2022. Amounts for 2022 therefore include two months. Extraordinary items relate to sign-on bonus.

***** Ørjan Johannessen was part of the senior management from 1 June 2022 to 1 November 2022. Amounts for 2022 therefore include five months.

1) Fixed remuneration includes base salary. Fringe benefits include housing, compensation for reduction in pension benefits, free telephone, free broadband connection, newspapers, and health insurance.

2) Variable remuneration includes the following elements:

The corporate share-based bonus scheme. The relative allocation under the corporate share-based bonus scheme is the same for all employees and can be up to 40% of base salary with a target value of 20%. Reference is made to section 3.0 "Performance in the reported financial year" for further details.

  • Value of exercised warrants in 2021 and 2022 for senior management. Reference is made to section 2.2 "Share based remuneration" for further details.
  • Benefits from the company's long-term share incentive scheme (LTI) as further described in section 2.3 "Shares awarded or due for the reported financial year".

3) Pension expense is equal to the pension premium paid for each individual. For persons only in senior management for parts of the year pension expense for that period is included

4) Total remuneration is the total of items 1)-4) above

5) The proportion of fixed remuneration includes base salary, fringe benefits and pension expense relative to the total remuneration. The proportion of variable remuneration includes and variable remuneration and extraordinary items relative to the total remuneration.

Table 1b below provides information of remuneration paid to each individual board member including remuneration related to work undertaken in various board sub-committees, in addition to other benefits.

Amounts are in NOK 1000
BoD
Financial Other meetings
Board members year Fees benefits** attended
Chaiwat Kovavisarach,
board chairman
Paul Murray,
board member
Mike Fischer,
board member
Prisana Praharnkhasuk,
board member
Saowapap Sumeksri,
board member*
Nicola Gordon,
board member
Finn Haugan,
board member
Grethe Moen, 2022 589 168 10
board member 2021 320 - 5
Rune Olav Pedersen, 2022 589 168 10
board member 2021 522 - 7
Liv Monica Stubholt, 2022 - 0 -
board member 2021 152 - 2
Table 1b ‐ Remuneration of board of directors for the reported financial year
Amounts are in NOK 1000 Amounts are in NOK 1000
BoD BoD
Other meetings Employee elected board Financial Other meetings
year Fees benefits** attended members year Fees benefits** attended
2022 672 252 10 Jan Atle Johansen, 2022 337 97 9
2021 630 - 7 board member 2021 345 0 7
2022 592 168 10 Anne Lene Rømuld, 2022 316 97 10
2021 510 - 7 board member 2021 330 - 7
2022 674 168 10 John Kristian Larsen, 2022 316 97 10
2021 572 - 7 board member 2021 170 - 5
2022 - - - Ida Ianssen Lundh, 2022 - - -
2021 148 - 2 board member 2021 186 - 2
2022 842 168 10 Ragnhild Aas, 2022 - - -
2021 * - 5 deputy board member 2021 25 - 0
2022 671 168 10 Gro Anita Markussen, 2022 11 - 1
2021 575 - 7 Deputy board member 2021 - - -
2022 657 168 10 Jens Arne Megaard, 2022 - - -
2021 597 - 7 deputy board member 2021 - - -

*) Remuneration of Saowapap Sumeksri for 2022 includes NOK 295 thousand that relates to 2021 due to delays in the process of obtaining required documentation for proper taxation in Norway

**) The column "Other benefits" relates to an additional compensation, in accordance with the company's general meeting on 12 May 2022, to the board of directors with an obligation to purchase OKEA shares. The shares are subject to a 12-month lock-up period from the date of purchase

For split of fees between board meetings and sub-committee meetings, reference is made to table 5b in section 5.0 "Annual changes of remuneration and the company's results".

2.2. Share based remuneration

In February 2018, OKEA granted 1,250,000 equity-settled warrants to employees, including CEO and senior management. Each warrant gave rights to 1 share at an exercise price of NOK 17.90. The expiry date for the warrants was 1 October 2022.

On 1 January 2022, a total of 80,000 warrants to senior management were outstanding. 40,000 warrants were exercised in October 2022. 40,000 warrants were not exercised prior to expiry. OKEA had no outstanding warrants on 31 December 2022.

The table below summarises the amounts and terms of warrants for applicable leading persons in 2022.

Table 2 ‐ Share options awarded or due to the Directors for the reported financial year
Information regarding the reported financial year
The main conditions of share options plans Opening Closing
balance During the year balance
Share options Share Share
End of Strike price awarded at options options Outstanding
Exercise exercise of the the begining exercised voided share
Specification Award date date period share of the year ** ** options
Tor Bjerkestrand, Warrants Feb 2018 01.10.2022 01.10.2022 17.9 40 000 40 000 N/A 0
SVP operations * Value 0 1 544 000 N/A
Dag Eggan, Warrants Feb 2018 01.10.2022 17.9 40 000 N/A 40 000 0
SVP special projects Value 0 N/A 0
80 000 0

* Tor Bjerkestrand was employed by OKEA in December 2018 and took over the warrants from an employee that left the company in 2018.

**The value of the exercised warrants is calculated as the difference between market value of the share at the exercise date and the exercise value of NOK 17.90 per share.

2.3. Shares awarded or due for the reported financial year

The CEO and senior management were in 2022 eligible to participate in the company's the applicable long-term share incentive scheme (LTI), which was designed to incentivise and retain key employees who the company identified as being critical to deliver on the company strategy. Under the LTI, the board of directors determined who was eligible to participate as well as the individual number of shares awarded based on an overall consideration of the company's strategic goals and succession planning. The shares were allocated over two to three years. Award was contingent upon the key employee not having submitted notice of termination at the time of each issue. There were no other specific criteria or key performance indicators related to the award of shares. Shares allocated under the long-term incentive scheme have a lock-up period of 12 months, with the exception that up to 50% of the shares may be sold to cover tax expenses. The LTI stated that shares were to be issued at par value. The reported value of the award depends on the current share price at time of issue and the number of shares awarded.

For the execution of the LTI in 2022, the board of directors resolved that the share awards will instead be settled in cash that the participant's shall use to acquire shares in the market. The shares purchased are subject to a 12-month lock-up period from the date of purchase. All share purchases were executed on Euronext Oslo Børs.

In 2022, the company established a new long-term incentive program (LTIP) with a duration of three years, starting in 2023 and ending in 2025 (up to an including). The CEO and senior management are eligible to participate in the LTIP. The purpose of the LTIP is to further align the interests of the company and its shareholders by providing a long-term program to incentivise and retain key employees who the company has identified as being critical for delivering on the company strategy. Under the LTIP, each participant is eligible to be allocated and awarded a number of synthetic restricted stock units (RSUs), each of which will entitle the participant to receive the value equivalent to one share in the company. The participants will be allocated and communicated a predetermined number of synthetic RSUs for the three-year duration of the LTIP. Eligibility for the LTIP will be assessed by the CEO at the time of allocation and award. The board determines allocation to the CEO, and the CEO determines allocation to the other participants. Awards are made on a yearly basis. 50% of the awarded RSUs will be awarded as a cash amount. The remaining 50% may be awarded through shares should Company's share performance outperform the OSLO Energy Index1 in the 12-month period from 1 August to 1 August each year during the LTIP (first period being 1 August 2022 to 1 August 2023). Further details are included in the guideline on remuneration.

Any person who during the term of the LTIP ceases to be a member of senior management will cease to be eligible for grant of award under the LTIP, and all intended and communicated allocation of awards become void and lapse. In case a participant terminates its employment with the company during the LTIP, allocation of RSUs may become void and laps dependent upon whether the participant is considered a good leaver or bad leaver, as further regulated in the guideline on remuneration. Shares purchased under the LTIP have a lock-up period of 24 months.

Table 3 ‐ Shares awarded or due to the Directorsfor the reported financial year
Information regarding the reported financial year
The main conditions of share award plans During the year
Speci‐ Performance Award End of Shares Value at Shares Shares
fication period date lock‐up awared award awarded subject to a
of plan period All amounts and holding
Name, are in NOK
1000
unvested period
position at year end
Svein Jakob Liknes, 2022 09.06.22 09.06.23 25 000 2 949 25 000 25 000
CEO LTI 2021 07.04.21 07.04.22 100 000 1 335 100 000 100 000
Knut Gjertsen, 2022 09.06.22 09.06.23 17 250 2 035 17 250 17 250
SVP projects & technology LTI 2021 07.04.21 07.04.22 51 000 681 51 000 51 000
Birte Norheim, 2022 09.06.22 09.06.23 13 800 1 628 13 800 13 800
CFO LTI 2021 07.04.21 07.04.22 40 800 545 40 800 40 800
Andrew McCann, 2022 09.06.22 09.06.23 12 560 1 492 12 560 12 560
SVP subsurface LTI 2021 07.04.21 07.04.22 37 400 499 37 400 37 400
Marit Moen Vik‐Langlie, 2022 09.06.22 09.06.23 11 500 1 357 11 500 11 500
VP legal LTI 2021 07.04.21 07.04.22 34 000 454 34 000 34 000
Dag Eggan, 2022 09.06.22 09.06.23 9 200 1 085 9 200 9 200
SVP special projects LTI 2021 07.04.21 07.04.22 27 200 363 27 200 27 200
Tor Bjerkestrand, 2022 09.06.22 09.06.23 9 200 1 085 9 200 9 200
SVP operations LTI 2021 07.04.21 07.04.22 27 200 363 27 200 27 200
Espen Myhra, 2022 09.06.22 09.06.23 13 750 1 622 13 750 13 750
SVP business development LTI 2021 07.04.21 07.04.22 34 400 459 34 400 34 400
Kjersti Hovdal, 2022 09.06.22 09.06.23 13 750 1 085 13 750 13 750
SVP business performance LTI 2021 n/a n/a n/a n/a n/a n/a
478 010 19 039 478 010 478 010

The board may, in special circumstances, amend, modify, suspend, or terminate the LTIP.

1 https://live.euronext.com/en/product/indices/NO0010580590-XOSL

3.0. Performance in the reported financial year

As a part of its salary system, the company has a bonus scheme applicable for all employees. The relative allocation under the share bonus scheme is the same for all employees and can be up to 40% of base salary with a target value of 20%. The specific criteria (KPIs) for the bonus are determined by the board of directors on an annual basis and are designed to promote the corporate strategy and a corporate culture focused on value creation and excellent health, safety, and environmental performance. The bonus awarded is split between cash and shares, where 50% of the awarded bonus is withheld as employee tax, 25% is paid out as cash and 25% is awarded in shares.

The bonus amount earned in 2022 for the CEO and the senior management is included in the amount specified in Table 1a as "Variable remuneration – one-year variable".

Table 4 - Performance in 2022 with bonus payment in 2023
$\mathbf{1}$ $\overline{2}$ 3 Information about performance target 4
Element Strategic objective Description of the performance criteria and type of
applicable remuneration
Relative
weighting of the
performance
criteria
a) Minimum
target/
threshold
performance
b) Achieved %
of target
a) Maximum/
target
performance
a)
Achieved
lperforma
nce
Deliver
shareholder value
creation
Deliver
profitability
Severall criteria related to asset performance and
profitability
45 % 0% 27% 40% 12.0%
Value accretive
growth
Deliver sustainable
new business
Severall criteria based on the delivery of OKEA's
growth strategy. Addition of reserves, Capex- and
start-up target for projects
37.5% 0% 24 % 40 % 9.0%
Maintain license to
operate
Maintain a safe
working
lenvironment
Specific targets related to QHSSE and workforce 17.5% 0% 40% 40% 7.0%
Total performance achieved 28.0%

The bonus earned in 2022 was 28% and was settled in first half of 2023.

4.0. Compliance and governance

The individual elements and the total remuneration of leading persons during 2022 were implemented in line with the guideline on remuneration approved by shareholders at the annual general meeting on 12 May 2022 and as presented in this report. The board and the people and organisation (P&O) committee are satisfied that the company's remuneration principles enable recruitment, motivation and retainment of high calibre senior management capable of achieving the objectives of the company and support the company's strategy, shareholders' long-term interests and sustainable business practices. OKEA's strategy and long-term ambitions are further described in the annual report for 2022 and on the website www.okea.no

About the people and organisation committee (P&O committee) and its role

The board has established a charter for the P&O committee, stating its tasks and duties. The charter stipulates that the P&O committee shall:

  • Evaluate and propose the compensation of the company's CEO, administer the company's bonus incentive program, and provide advice on general compensation and organisation related matters to the board,
  • advice the board on the annual report on the compensation of the senior management team and other leading persons, pursuant to applicable rules and regulations,
  • advise the CEO on matters relating to other material employment issues in respect of the senior management, and
  • endorse the overall limits for the annual salary adjustments for employees, within the budget set by the board.

The P&O committee consists of Finn Haugan (chair), Mike Fischer, Grethe Moen and Anne Lene Rømuld.

The P&O committee met formally seven times in 2022. The committee also had frequent contact by telephone and email to provide oversight and approvals of relevant remuneration issues, as well as discussions and recommendations for the board of directors.

The CEO attends the committee meetings, but does not attend all discussions. The committee is satisfied that there has been no conflict of interest and that no individual was part of a decision that impacted his own remuneration directly. Advisors from Korn Ferry have provided input for benchmark considerations of the company's remuneration policy. The work of the board of directors and the P&O committee during 2022 followed the governance process laid out in the 2022 guideline on remuneration and the following sections show and explain the resulting remuneration paid and awarded as well as the summarising key implementation and decision points.

The role of the board of directors

The guideline on remuneration is drafted by the board's P&O committee and subsequently reviewed and approved by the board. The remuneration shall comply with the guideline on remuneration, the requirements of regulatory and governance bodies, satisfy the expectations of shareholders and remain consistent with the general expectations of the employees in the company. The board has established procedures for handling of potential conflicts of interest. Senior management do not serve as board members in the company.

The board may, in special circumstances, temporarily deviate from the guideline on remuneration. The board may deviate from all elements of the guideline on remuneration when deemed necessary in order to safeguard the company's long-term interest and financial sustainability or ensure the company's viability. This may include incorporating additional remuneration elements to attract key senior management functions or reducing/removing remuneration elements if the board considers it appropriate. Should the board, either directly or through the P&O committee, decide that such deviation from the guideline on remuneration is necessary, the decision shall be made in a board meeting and the reasons for the deviation shall be included in the minutes of the relevant board meeting.

The board, following a proposal from the P&O committee, shall decide on salaries and other remuneration of the CEO. The CEO determines salary and other remuneration of other senior management pursuant to the guideline on remuneration and may discuss with the P&O committee if deemed necessary. The board, principally through the P&O committee, shall have the overall oversight of the remuneration of the company's senior management and shall consider benchmark data for remuneration on a regular basis. If the CEO believes that a temporary deviation from the guideline on remuneration is necessary for the remuneration of senior management, this should be presented to the P&O committee for consideration and then to the board of directors for approval pursuant to the process described above.

Compliance confirmation

For the execution of the LTI in 2022, the board of directors resolved that the share awards will instead be settled in cash that the participant's shall use to acquire shares in the market. The decision to amend the execution method of the LTI was discussed in the P&O committee and following a committee proposal resolved by the board.

Related to the completion of the acquisition of the Brage field and operatorship from Wintershall DEA, the board resolved to adjust the method of distribution of the company's ordinary bonus program for all employees so that 50% of the bonus amount is withdrawn in tax and 25% in shares (locked up for a year) and 25% paid in cash. The ordinary bonus program applies also to members of senior management and the adjustment of method of distribution was handled pursuant to the guideline on remuneration.

The board of directors hereby confirm that there were no further deviations from the guideline on remuneration nor the procedure for implementation in 2022. The guideline on remuneration did not include remuneration of the board of directors, others than the employee elected directors, but based on current practise the entire board of directors is included in this report.

5.0. Annual changes of remuneration and the company's results

The table below contains information on the annual change in remuneration of those who were members of the senior management team in 2022. When calculating the annual change in remuneration of an individual who commenced or retired employment during the reported financial year, the applicable remuneration is annualised to allow for a meaningful comparison.

Table 5a ‐ Comparative table over remuneration and company performance
over the last five reported financial years (RFY). All amounts in NOK 1000
Annual change RFY‐4 vs.
RFY‐5
RFY‐3 vs.
RFY‐4
RFY‐2 vs.
RFY‐3
RFY‐1 vs.
RFY‐2
RFY vs. RFY‐
1
Total
annualised
remuneration
regarding the
RFY
Number
of shares
Remuneration 31.12.22
Erik Haugane, CEO * 36 % 30 % 19 % 6 % 0 N/A
Svein Jakob Liknes, CEO 39 % 9 435 140 345
Birte Norheim, CFO 24 % 28 % 6 144 144 145
Espen Myhra, SVP business development 21 % 36 % 32 % 5 429 224 936
Knut Gjertsen, SVP projects & technology 47 % 32 % 7 048 163 587
Dag Eggan, SVP special projects 31 % 11 % 6 % 11 % 29 % 4 975 186 043
Tor Bjerkestrand, SVP operations 26 % ‐10 % 12 % 47 % 6 346 187 804
Andrew McCann, SVP subsurface 39 % 15 % 35 % 5 373 176 000
Marit Moen Vik‐Langlie, VP legal 16 % 44 % 3 950 111 834
Kjersti Hovdal, SVP business performance** 5 053 159 200
Børge Nerland, SVP drilling and wells** 4 578 ‐
Ørjan Johanessen, VP drilling and wells** 3 081 48 114
Company performance 2017 2018 2019 2020 2021 2022
A ‐ Total operating income 43 435 309 087 3 019 566 1 730 222 3 881 873 6 652 629
B ‐ Net profit (loss‐) after tax ‐11 714 ‐155 715 ‐70 712 ‐603 235 603 309 669 608
C ‐ Production volume (mmboe) 0.10 0.90 6.81 5.91 5.67 6.11
Average total remuneration of employees ‐ RFY‐4 vs. RFY‐3 vs. RFY‐2 vs. RFY‐1 vs. RFY vs. RFY‐
full time equivalent RFY‐5 RFY‐4 RFY‐3 RFY‐2 1
Average change in remuneration for employees
excluding senior management 30.8 % ‐10.6 % 4.6 % 2.3 % 5.8 %
2017 2018 2019 2020 2021 2022
Number of employees (full year equivalent)
excluding senior management 25 34 195 201 206 249
Average total remuneration excluding senior
management 1 420 1 857 1 659 1 736 1 776 1 879

* Erik Haugane CEO until 31 May 2021, amounts for 2021 annualised. Not part of senior management 2022. ** Amounts in the column "Total annualised remuneration regarding the RFY" deviates from Table 1a due to annualisation to full-year amounts.

Annual change: The columns RFY vs. RFY-1, RFY-1 vs. RFY-2 etc. represent the preceding financial years over which the comparative information in the table. should be provided. To ensure a meaningful comparison to the previous years reported, remuneration regarding the reported financial year is included in the far-right column of the respective row. The annual change is presented as percentages. Due to the development of the share price in 2022 and the timing of effectuation of the LTI, the change in RFY vs. RFY-1 is more significant than in previous years.

Table 5b ‐Remuneration of board of directors last five years
All amounts in NOK 1000
Number
of shares
2018 2019 2020 2021 2022 31.12.2022
Name and title Total BoD fee Sub‐
com fee
Other
variable
*
Total BoD fee Sub‐
com fee
Total BoD fee Sub‐
com fee
Total BoD fee Sub‐
com fee
Other
variable
**
Total
Chaiwath Kovavisarach,
chairman
N/A 567 0 557 1 124 578 0 578 630 0 630 658 14 252 924 35 371
Paul Murray,
board member
N/A N/A N/A N/A N/A 259 0 259 435 75 510 441 151 168 760 182 303
Mike Fischer,
board member
N/A 372 100 371 843 384 75 459 435 138 572 441 234 168 842 22 279
Saowapap Sumeksri,
board member
N/A N/A N/A N/A N/A N/A N/A N/A 0 0 0 699 144 168 1 010 2 279
Finn Haugan,
board member
N/A 320 140 371 831 384 140 524 455 143 597 441 216 168 825 45 814
Grethe Moen,
board member
N/A N/A N/A N/A N/A N/A N/A N/A 258 63 320 441 148 168 757 2 279
Rune Olav Pedersen,
board member
N/A 306 0 371 677 384 105 489 435 88 522 441 148 168 757 22 279
Nicola Gordon,
board member
N/A 285 140 371 796 377 105 482 435 140 575 441 230 168 839 22 279
John Kristian Larsen,
board member
N/A N/A N/A N/A N/A N/A N/A N/A 147 23 170 254 62 97 413 77 031
Anne Lene Rømuld,
board member
N/A 307 100 371 778 384 100 484 275 55 330 254 63 97 413 53 442
Jan Atle Johansen,
board member
N/A 307 100 371 778 384 100 484 275 70 345 242 95 97 434 45 605
Ragnhild Aas,
deputy board member
N/A 21 0 0 21 239 75 314 25 0 25
0 98 374
Jens Arne Megaard,
deputy board member
N/A N/A N/A N/A N/A N/A N/A N/A 0 0 0
0 19 638
Gro Anita Markussen,
deputy board member
N/A N/A N/A N/A N/A N/A N/A N/A 0 0 0 11 ‐ 11 13 870
Total N/A 2 485 580 2 784 5 849 3 372 700 4 072 3 804 793 4 597 4 764 1 504 1 720 7 987 642 843

The table below contains historical information about fees paid to those who were members of the board per 31 December 2022. The amounts are not annualised.

*) The column "Other variable" in 2019 relates to incentive-shares to board members in connection with the Initial Public Offering (IPO) of OKEA

**) The column "Other variable" in 2022 relates to an additional compensation, in accordance with the company's general meeting on 12 May 2022, to the board of directors with an obligation to purchase OKEA shares. The shares are subject to a 12-month lock-up period from the date of purchase

6.0. Shareholder vote on guideline

The annual general meeting on 12 May 2022 approved the guideline on remuneration of leading persons. No questions were raised.

OKEA ASA is a leading mid- to late-life operator on the Norwegian continental shelf (NCS).

OKEA finds value where others divest and has an ambitious strategy built on growth, value creation and capital discipline.

OKEA ASA Kongens gate 8 7011 Trondheim

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