Saga Pure — Remuneration Information 2022

May 9, 2022

SAGA PURE ASA – REPORT ON SALARY AND OTHER REMUNERATION FOR THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT TEAM

1 INTRODUCTION

1.1 Basis of the Report

This report on salary and other remuneration (the "Report") for the Board of Directors (the "Board") of Saga Pure ASA ("Saga Pure" or the "Company", and together with its consolidated subsidiaries, the "Group") and the senior management team of the Company (the "Executive Management Team") has been prepared for the financial year ended 31 December 2021 (2021).

The purpose of the Report is to give an overview of paid and retained salary and other remuneration from the Company and the Group to the members of the Board and the Executive Management Team for 2021, pursuant to the Company's remuneration policy as approved by the Company's general meeting on 26 May 2021 (the "Remuneration Policy"). The Remuneration Policy is available at https://www.sagapure.com/investor-relations.

This Report is based on the requirements set out in the Norwegian Public Limited Companies Act of 13 June 1997 no. 45 (the "Companies Act") sections 6-16a and 6-16b, as well as the Regulation on guidelines and report on remuneration for Senior Executives of 11 December 2021 no. 2730 (the "Regulation").

1.2 Overall Company performance in 2021

The Group had a net profit for the financial year 2021 of MNOK 233.7. Based on year-end total equity of MNOK 1,108, this must be considered to be a satisfactory result.

The net profit is a result of MNOK 136.2 in gain on financial investments and share of profit from associates of MNOK 124.5 whereas the latter in substance stems from partly realization of shares in associated company Bergen Carbon Solutions AS.

In addition to the net profit reported in the annual accounts for 2021, the Group had a positive development in its investment in associates that is not reflected in the financial statements due to the accounting standards for entities under significant influence. During the financial year, the investment in Bergen Carbon Solutions had a fair value development of more than MNOK 600 which is not included in the net profit of the Group.

1.3 Composition of the Board and the Executive Management Team in 2021

1.3.1 The Board of Directors

During 2021, the Board consisted of the following members:

• Martin Nes, Chairman;
• Øystein Stray Spetalen, Director;

• Yvonne Litsheim Sandvold, Director; and

• Christine Spiten, Director (elected on 19 February 2021).

All members of the Board are independent of the Company's management and material business associates, while Yvonne Litsheim Sandvold and Christine Spiten are also independent of the Company's major shareholders.

The Company has established a Nomination Committee, but none of the Board members are currently members of the Nomination Committee. The Company has currently not established an audit committee or a remuneration committee.

1.3.2 The Executive Management Team

During 2021, the Executive Management Team has consisted of:

• Bjørn Simonsen, Chief Executive Officer; and
• Espen Lundaas, Chief Financial Officer.

In addition, the Company has four employees in full time positions and one employee in a part-time position.

2 REMUNERATION OF THE BOARD OF DIRECTORS

2.1 Key principles for remuneration of the Board of Directors

The Chairman and each member of the Board receives a fixed annual fee, which amount may be paid quarterly. Individual Board members may also be required to take on specific ad hoc tasks outside their normal duties as Board members and will in such cases receive a fixed fee for the additional work.

Additional fees or benefits may be provided to reflect, for example, accommodation, office, transport and other business-related expenses incurred while carrying out their role. Board members are not eligible to participate in any incentive arrangements operated by Saga Pure.

Remuneration to the Board members is approved by the Board of Directors by the general meeting, typically in the annual general meeting, as a separate item on the agenda, which is in accordance with the Remuneration Policy.

2.2 Remuneration to the Board members in 2021

During 2021, the members of the Board received remuneration as set out below (in NOK thousands):

			Extraordinary	Total	Proportion of fixed and
Name	Fixed remuneration			items	remuneration	variable remuneration
	Base		Fringe
	salary	Fees	benefits
						100% fixed
Martin Nes	-	205	-	-	205	0% variable
Øystein Stray						100% fixed
Spetalen	-	159	-	-	159	0% variable
Yvonne Litsheim						100% fixed
Sandvold	-	159	-	-	159	0% variable
						100% fixed
Christine Spiten	-	145	-	-	159	0% variable

The Company has not paid any variable remuneration or incurred any pension expenses to its Board members during 2021.

The remuneration of the Board members supports the main focus of the Board to support the purpose and sustainability of Saga Pure as well as the delivery of Saga Pure's strategic priorities.

The Board members have not received remuneration from any Group company besides the Company. The Board has not considered it expedient to show changes in remuneration to the Board members for previous years, as the Company changed its investment strategy and name in the fourth quarter of 2020. Consequently, the Company's current business is not considered comparable with the Company's business prior to the change of investment strategy and name in the fourth quarter of 2020.

2.3 Share-based remuneration

The Company has not provided share-based remuneration to the Board members during 2021.

As of 31 December 2021, the Board members held shares in the Company as set out below:

Name	Total shareholding
Martin Nes1)	2,300,000
Øystein Stray Spetalen2)	201,391,799
Yvonne Litsheim Sandvold3)	1,082,000
Christine Spiten	-

1) Held through Hanekamb Invest AS

• 2) Held personally and through associated companies
• 3) Held through YLS Næringseiendom AS

3 REMUNERATION OF THE EXECUTIVE MANAGEMENT TEAM

3.1 Key principles for the remuneration of the Executive Management Team

The overall objective of the remuneration guidelines for the Executive Management Team can be summarized as set out below:

• The total compensation offered to the members of the Executive Management Team shall be competitive.
• The compensation shall contain elements providing necessary financial security following termination of the employment, both before the age of retirement and in connection with this.
• The compensation shall be motivating, both for the individual and for the Executive Management Team as a group.
• Any variable elements in the total compensation to the Company's senior executives shall be linked to the values generated by the Company for Saga Pure's shareholders.
• The system of compensation shall be understandable and meet general acceptance internally in the Company, among the Company's shareholders and with the public.
• The system of compensation shall be flexible and contain mechanisms which make it possible to carry out individual adjustments based on the results achieved and contributions made towards the development of the Company.

The Company offers its Executive Management Team remuneration consisting of fixed salary, pension benefits, a limited number of fringe benefits and the opportunity to participate in a share option program. In addition, the Company may from time-to-time award discretionary bonuses.

The Company cannot demand repayment of variable remuneration unless obvious miscalculations or non-entitled payments have been made.

3.2 Remuneration to the Executive Management Team in 2021

Name		Fixed remuneration		Variable remuneration	Extraordinary items	Pension expense	Total remuneration	Proportion of fixed and variable remuneration
	Base		Fringe
	salary	Fees	benefits
Bjørn								100% fixed
Simonsen	2,029	-	13	-	-	28	2,070	0% variable
Espen								41% fixed
Lundaas	1,018	-	9	1,500	-	-	2,527	59% variable

During 2021, the Executive Management received remuneration as set out below (in NOK thousands):

The fixed remuneration and the pension plan allows Saga Pure to offer its senior executives a competitive salary compared to similar companies, while the variable remuneration incentivizes delivery of Saga Pure's objectives and ensures a clear link with value creation.

The members of the Executive Management have not received remuneration from any Group company besides the Company. The Board has not considered it expedient to show changes in remuneration to the members of the Executive Management Team for previous years, as the Company changed its investment strategy and name in 2020. Consequently, the Company's current business is not considered comparable with the Company's business prior to the change of investment strategy and name in 2020.

3.3 Share-based remuneration

The Company has not provided share-based remuneration to the members of the Executive Management Team during 2021, neither has the members of the Executive Management Team received share-based remuneration from other Group companies. However, the Company has implemented a share option program, as described in the Remuneration Policy. As of the date of this Report, the Company has a total of 30 million share options outstanding, with each share option entitling the holder to receive one (1) share in the Company. The share options have a vesting period of three years from their respective grant date, and with strike prices varying between NOK 1.50 – NOK 6.00 per share. Exercise of the share options is subject to the holder being employed by the Company at the time of exercise.

The share options are a tool to incentivize the option holders to work for long-term value creation for the Company and its shareholders.

As of 31 December 2021, the members of the Executive Management Team held shares in the Company as set out below:

Name	Total shareholding
Bjørn Simonsen1)	20,000,000
Espen Lundaas2)	2,300,000

1) Held through Simonsen Invest AS

2) Held through EL Investment AS

As of 31 December 2021, the members of the Executive Management Team held share options in the Company as set out below:

Name	Total share	Vested share	Strike	Grant date	Remaining	Expiry date
	options	options	prices		vesting dates
Bjørn	15,000,000	[5,000,000]	NOK 1.51) ,	19 October	19 October	19 April 2024
Simonsen			NOK 22)	2022	2022 (5 million	(5 million
			and NOK		share options),	share
			2.52)		19 October	options), 19
					2023 (5 million	October 2024
					share options)	(5 million
						share
						options), 19
						October 2025
						(5 million
						share
						options)
Espen Lundaas	N/A	N/A	N/A	N/A	N/A	N/A

1) The 5 million vested share options hold a strike price of NOK 1.5 each.

2) The 5 million share options which vest on 19 October 2022 hold a strike price of NOK 2 each.

3) The 5 million share options which vest on 19 October 2023 hold a strike price of NOK 2.5 each.

4 DEROGATIONS AND DEVIATIONS FROM THE REMUNERATION POLICY AND THE PROCEDURE FOR IMPLEMENTATION OF THE REMUNERATION POLICY

The Company has not deviated from the guidelines set out in the Remuneration Policy in connection with remuneration granted in 2021.

5 CONSIDERATION AT THE ANNUAL GENERAL MEETING

This Report will be presented to the Company's annual general meeting, to be held on 26 May 2022, and will be subject to an advisory vote at such general meeting.