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Circio Holding ASA Remuneration Information 2026
3769_rns_2026-04-16_ffa06cac-d1a9-4f9c-868e-4e9db095511b.pdf
Remuneration Information
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Remuneration report 2025
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Introduction
Circio Holding ASA ("the Company"), and its subsidiaries (together, the Group), is a biotechnology company developing novel circular RNA and immunotherapy medicines.
This 2025 Remuneration Report for Governing Bodies ("Remuneration Report") has been prepared in accordance with the requirements of the Norwegian Code of Practice for Corporate Governance 2021 and the Public Companies Act §6-16a and 6-16b and Regulations on guidelines and report on remuneration for senior executives (12/2020). It further reflects the recommendations of the European Commission Guidelines draft on the standardized presentation of the remuneration report regarding the encouragement of long-term shareholder engagement.
The report will be presented for an advisory vote at the Annual General Meeting (AGM) in May 2026 and is disclosed with other information on Circio's website.
The shareholders adopted the Remuneration Principles at the AGM in 2022. The table below shows remuneration-related votes at the AGM in 2025. Total percentage of shareholders voting at the AGM 2025: 10,87%.
Percentage of AGM participating investors voting for/against the proposals or abstained
| Remuneration to the members of the Board of Directors | 92.35% / 7,65% / 0% |
|---|---|
| Restricted stock units to the members of the Board of Directors | 93.49% /6,51% / 0% |
| The Board of Directors' Report on determination of salary and other remuneration to the CEO and Executive management | 99.99% / 0,1% / 0% |
To increase transparency around the remuneration of governing bodies, this Remuneration Report provides an overview of the total remuneration received by each member of the Board of Directors and the Executive management in the 2025 financial year with comparative figures for the past financial years where relevant. This Remuneration Report also explains how the remuneration is linked to the performance and the overall strategy of Circio.
No changes occurred in the composition of the Board of Director's nor the Executive Management during 2025.
Letter from the Remuneration Committee
Dear shareholders,
It is our pleasure to present the Circio Remuneration Report for the year 2025. We encourage our shareholders to read the entire Remuneration Report ahead of the Annual General meeting in May 2026.
Circio is today firmly established as the global leader in circular RNA-based expression systems, a highly promising niche within the rapidly emerging field of circRNA. The promise of circRNA as a novel therapeutic format has been clearly demonstrated by two recent acquisitions by BMS and Eli Lilly worth USD 1.5b and 2.4b. During 2025, Circio for the first time demonstrated clear and statistically significant in vivo proof-of-concept for its circVec platform in the field of gene and cell therapy, bringing the advantages of circRNA into new areas that cannot be addressed by conventional RNA approaches.
The strategic decision to prioritize the circVec technology in 2023 required substantial structural changes and cost-optimization. The organization structure and research footprint in Stockholm have been streamlined into a lean and highly skilled team with deep dedication and expertise to drive the company and the circVec platform forward. Under the corporate management of CEO Dr. Erik Digman Wiklund and scientific leadership of CTO Dr. Thomas Hansen and CSO Dr. Victor Levitsky, the lean and efficient organization has made impressive scientific progress on very limited resources. The CEO and CFO, Dr Lubor Gaal, have also continued to demonstrate a strong commitment to the success of Circio by accepting temporary pay reductions during 2024 and 2025.
Following major scientific breakthroughs on the circVec platform in 2025 and a strengthened financial position, the Group can now plan strategically for the mid- to long-term and start expanding its team to accelerate R&D activities. In order to continue to build the circVec platform, stay ahead of competition and validate the circVec performance in relevant therapeutic settings, Circio is highly dependent on retaining its existing team and attracting new, experienced and qualified talent. The Company's overall compensation philosophy reflects this in that equity and retention incentives play an important role in compensating, motivating, and retaining the employees. Moreover, the Remuneration Committee believes that it is essential that a substantial part of management's compensation is aligned with the interests of Circio's shareholders. The equity incentive is an important motivator of Circio's organization, in particular key employees, to deliver the milestones that will advance Circio and lead to value creation. To make this journey successful, it is of crucial importance for Circio to be able to attract and retain senior and talented individuals that are willing to build lasting careers with the Company.
During the year, the Remuneration Committee engaged closely with management and it believes that the compensation policy supports and fulfil the essential needs of sustainable engagement and long-term value creation of the Company within the limits of our financial possibilities and responsibilities vs. our shareholders.
Circio Remuneration Report 2025 of Board of Directors and Executive management
We appreciate the continued support of our shareholders and look forward to engaging with you at the upcoming Annual General Meeting. The Remuneration Committee will continue to measure and monitor the effectiveness of the compensation policies and return with any amendments when necessary.
Thomas Falck, Robert Burns, and Damian Marron
Circio Remuneration Committee, 15 April 2026
Circio Remuneration Report 2025 of Board of Directors and Executive management
Summary of the Remuneration Principles
| Principle | Summary |
|---|---|
| Competitive compensation | Circio offers competitive reward opportunities on a level adequate to enable the Company to attract, retain, and motivate the talent needed to achieve our vision and business objectives. We balance the need to provide market competitive levels of reward against a desire to be cost-effective when determining reasonable and responsible reward outcomes. |
| Pay for performance and commitment | An appropriate proportion of the reward package is performance-based for top executives to ensure reward is linked to the achievement of key financial and non-financial objectives with a balance of short and long-term performance components - with priority being given to securing the long-term commitment of key employees. |
| Transparency | Compensation programs are designed and communicated in a manner that reinforces the linkage between business objectives, our vision, and culture. |
| Business alignment and consistency | Compensation decisions are made within an international framework to ensure local practices are aligned and consistent with our principles and policies. Compensation practices will remain flexible enough to evolve as the business priorities of Circio change. |
| Shareholder alignment | Compensation programs will align the interests of all employees in driving long-term value creation for our shareholders. Circio will share the success of the Company wherever possible with its employees. |
| Element | 2025 |
| --- | --- |
| Base salary | ✓ |
| Short term incentive for top executives: Annual cash bonus | ✓ |
| Short term incentive for all employees: Annual cash bonus | ✓ |
| Long term incentive for all employees: Share options | ✓ |
| Benefits | ✓ |
| Pension | ✓ |
| Equity as part of Board fee | ✓ |
Remuneration
Executive Management
Executive Management remuneration is evaluated on a regular basis against relevant benchmarks of Norwegian and other Nordic companies as well as European pharmaceutical companies similar to Circio in terms of size, complexity, and market capitalization. To ensure comparability executive positions are evaluated in accordance with an international position evaluation system which among other parameters includes and reflects the development of the Company size measured in terms of company revenue and number of employees.
The remuneration package consists of a fixed base salary, a short-term cash-based incentive (bonus), a long-term share-based incentive (optins), a pension contribution, and other benefits. Erik Digman Wiklund (CEO) is entitled to severance pay equal to 12 months' salary in the event of termination of employment. Apart from this, no employee, including any member of Management, has entered into employment agreements which provide for any special benefits upon termination.
The fixed base salary is chosen to attract and retain executives with professional and personal competences required to drive the Company's performance.
Circio employs a delayed approach when establishing general salary adjustments: market data from the previous year defines the default salary increase in the subsequent year. The market data in question is the average salary increase from the Association of the Pharmaceutical Industry in Norway (LMI).
The short-term incentive program (STIP) consists of a cash-based incentive (bonus) which is linked to the achievement of a number of predefined functional and individual business targets for each member of Executive Management. The calculation of the STIP – if any – for a year is based on the salary throughout the year. The targets for the Chief Executive Officer are set by the Board of Directors while the targets for the Executive Management are set by the Chief Executive Officer. The Compensation Committee evaluates the degree of target achievement for each member of the Executive Management and gives recommendation for the Board for their approval. Cash-based incentives – if any – for a particular financial year are usually paid at the beginning of the subsequent financial year.
STIP is subject to recovery or 'claw-back' by Circio, provided the remuneration was paid on the basis of data which proved to be manifestly misstated. Claw-back in relation to the STIP is possible up to 12 months after the actual payment of the cash-based incentive.
Board of Directors
The shareholders in the AGM resolve on the fees payable to the directors for their services on the Board of Directors and on a Board Committee for the period from the current AGM and until the next AGM. If the current board members have served for a shorter period than since the annual general meeting in 2025, the remuneration shall be pro rata adjusted down (based on the number of days served compared to the full period). The members of the board of directors may choose to receive their remuneration, or parts thereof, in the form of restricted stock units (RSUs). See page 11 for more information about RSUs.
| Amounts in NOK | 2022-2023 | 2023-2024 | 2024-2025 | 2025-2026 |
|---|---|---|---|---|
| Annual fee, chairperson | 525 000 | 535 000 | 535 000 | 560 000 |
| Annual fee, other Board members | 310 000 | 320 000 | 320 000 | 340 000 |
| Annual fee Deputy Board member | - | - | 160 000 | 170 000 |
| Committee meeting, chairperson of committee | 8 000 per meeting, not less than 40 000 for the period | 8 000 per meeting, not less than 40 000 for the period | 8 000 per meeting, not less than 40 000 for the period | 8 000 per meeting, not less than 40 000 for the period |
| Committee meeting, other members of committee | 4 000 per meeting, not less than 20 000 for the period | 4 000 per meeting, not less than 20 000 for the period | 4 000 per meeting, not less than 20 000 for the period | 4 000 per meeting, not less than 20 000 for the period |
| RSU | If the Board members choose to receive the Board remuneration in RSUs they must choose to either (i) receive 100% of the compensation in RSUs, (ii) receive 1/3 of the compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of the compensation in cash and 1/3 in RSUs | If the Board members choose to receive the Board remuneration in RSUs they must choose to either (i) receive 100% of the compensation in RSUs, (ii) receive 1/3 of the compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of the compensation in cash and 1/3 in RSUs | If the Board members choose to receive the Board remuneration in RSUs they must choose to either (i) receive 100% of the compensation in RSUs, (ii) receive 1/3 of the compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of the compensation in cash and 1/3 in RSUs | If the Board members choose to receive the Board remuneration in RSUs they must choose to either (i) receive 100% of the compensation in RSUs, (ii) receive 1/3 of the compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of the compensation in cash and 1/3 in RSUs |
Performance criteria of short-term incentive program
The short-term incentive program (STIP) is designed to incentivize the individual executives (with the exception of the CEO) for individual performance (50%) within his/her functional area and overall company performance (50%) and to ensure short-term achievements in line with company objectives. The CEO's STIP is 50% of the fixed base salary and is based 100% on company performance. The STIP for all other members of Executive Management is between 20% and 35% of the fixed base salary.
The corporate objectives are set by the Board and determined for and agreed with the CEO. The bonus of the CEO is determined by achievements of corporate objectives. Other employee bonuses are based on the achievement of the corporate objectives as well as individual objectives.
The level of performance achieved and the amount of bonus to be awarded individual members of the Executive Management is reviewed by the committee, in discussion with the CEO, and approved by the Board.
In light of the substantial technological progress of Circio during 2025 and the financial turn-around accomplished with the over-subscribed rights issue announced in December 2025 and completed in February 2026, the Remuneration Committee recommended an annual bonus reward for 2025 that apply equally to all employees and not based on achievement of defined personal or corporate objectives, and which also stays within reasonable limits that can be justified in light of the overall financial situation and cash runway of the company. The Remuneration Committee therefore recommended a bonus of 50% achievement against each employee's bonus target for 2025. It is to be emphasized that management and employees have showed strong dedication and commitment over several years in advancing the circVec platform during challenging financial times, where Management and other key employees have been taking voluntary pay reductions in 2023 and 2024, and the CEO and CFO also throughout 2025. With a stabilized financial situation, in 2026 the Remuneration Committee intends to revert to the standard model for objectives-based performance assessment to set individual bonuses.
| Per 2025 | Performance criteria | Weight | Performance | |
|---|---|---|---|---|
| Achieved | % of target | |||
| Company objectives | Financial goals | N/A | N/A | N/A |
| Non-financial goals | N/A | N/A | N/A | |
| N/A | N/A | |||
| Target bonus % of base salary | ||||
| --- | --- | --- | ||
| 2024 | 2025 | |||
| Erik Digman Wiklund (Chief Executive Officer) | 50% | 50% | ||
| Lubor Gaal (Chief Financial Officer) | 35% | 35% | ||
| Victor Levitsky (Chief Scientific Officer) | 30% | 30% | ||
| Thomas B Hansen (Chief Technology Officer) | 20% | 20% | ||
| Ola Melin (Chief Operation Officer) | 20% | 20% |
Circio Remuneration Report 2025 of Board of Directors and Executive management
Remuneration for Executive Management 2025 and 2024
| Amounts in NOK thousands | Fixed annual salary as at 31 Dec 2025 | Earned salaries in 2025 | Bonus earned in 2025 | Pension expenses in 2025 | Benefits in kind in 2025 | Exercise of share options/RSUs | Total remuneration in 2025 |
|---|---|---|---|---|---|---|---|
Management team:
| Erik Digman Wiklund, Chief Executive Officer^{2} | 2,807 | 2,354 | 561 | 90 | 15 | - | 3,021 |
|---|---|---|---|---|---|---|---|
| Lubor Gaal, Chief Financial Officer^{3} | 3,157 | 2,204 | 378 | - | 147 | - | 2,728 |
| Victor Levitsky, Chief Scientific Officer^{4} | 3,560 | 1602 | 237 | - | 406 | - | 2,244 |
| Thomas B. Hansen, Chief Technology Officer^{5} | 2,018 | 2,164 | 197 | 95 | 3 | - | 2,459 |
| Ola Melin, Chief Operating Officer^{6} | 1,838 | 1,847 | 184 | 476 | 20 | - | 2,528 |
| Total Management Team | 13,380 | 10,171 | 1,557 | 662 | 590 | - | 12,980 |
1) All amounts in the tables exclude National Insurance Contribution
2) Erik Digman Wiklund works 80% for Circio and its subsidiaries as per 31.12.2025.
3) Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 70% for Circio and its subsidiaries as per 31.12.2025.
4) Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 50% for Circio and its subsidiaries as per 31.12.2025.
5) Fixed annual salary is the annual salary in DKK multiplied by the average exchange rate throughout the year. Thomas Birkballe Hansen is working 100% for Circio and its subsidiaries as per 31.12.2025.
6) Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 100% for Circio and its subsidiaries as per 31.12.2025.
Circio Remuneration Report 2025 of Board of Directors and Executive management
| Amounts in NOK thousands | Fixed annual salary as at 31 Dec 2024 | Earned salaries in 2024. Bonus earned in 2024 | Pension expenses in 2024 | Benefits in kind in 2024 | Exercise of share options//RSUs | Total remuneration in 2024 |
|---|---|---|---|---|---|---|
Management team:
| Erik Digman Wiklund, Chief Executive Officer^{2} | 2,694 | 2,420 | 688 | 92 | 14 | - | 3,214 |
|---|---|---|---|---|---|---|---|
| Lubor Gaal, Chief Financial Officer^{3} | 3,007 | 2,393 | 487 | - | 195 | - | 3,075 |
| Victor Levitsky, Chief Scientific Officer^{4} | 3,337 | 876 | 219 | - | 174 | - | 1,270 |
| Thomas B. Hansen, Chief Technology^{5} Officer4Affairs | 1,923 | 1,652 | 310 | 121 | 3 | - | 2,085 |
| Ola Melin, Chief Operating Officer^{6} | 1,695 | 1,655 | 261 | 422 | 16 | - | 2,353 |
| Total Management Team | 12,655 | 8,996 | 1,965 | 635 | 402 | - | 11,997 |
1) All amounts in the tables exclude National Insurance Contribution
2) Erik Digman Wiklund works 50% for Circio and its subsidiaries as per 31.12.2024.
3) Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 50% for Circio and its subsidiaries as per 31.12.2024.
4) Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 20% for Circio and its subsidiaries as per 31.12.2024.
5) Fixed annual salary is the annual salary in DKK multiplied by the average exchange rate throughout the year. Thomas Birkballe Hansen is working 100% for Circio and its subsidiaries as per 31.12.2024.
6) Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 100% for Circio and its subsidiaries as per 31.12.2024.
Circio Remuneration Report 2025 of Board of Directors and Executive management
Remuneration for Board of Directors 2025 and 2024
| Amounts in NOK thousands (TNOK) | Year | Fixed remuneration | Variable remuneration | Total earned fee per 31.12 | Proportion of remuneration | ||||
|---|---|---|---|---|---|---|---|---|---|
| Fixed annual fee^{1} | Annual fee as cash (NOK) | Annual fee as ROUs (NOK)^{2} | Earned committee meetings fee per 31.12 | Exercise of share options/ROUs | Fixed | Variable | |||
| Damian Marron, Chairperson of the Board, (from AGM 2020) | 2025 | 560 | 560 | - | 20 | - | 580 | 97% | 3% |
| 2024 | 535 | 481 | 54 | 20 | - | 555 | 96% | 4% | |
| Thomas Falck, Board member (from AGM 2022) | 2025 | 340 | 340 | - | 40 | - | 380 | 89% | 11% |
| 2024 | 320 | 288 | 32 | 40 | - | 360 | 89% | 11% | |
| Robert Burns, Deputy Board member/ Board member^{3} | 2025 | 170 | 170 | - | 20 | - | 190 | 89% | 11% |
| 2024 | 182 | 182 | - | 20 | - | 202 | 90% | 10% | |
| Diane Mellett, Board member | 2025 | 340 | 340 | - | 40 | - | 380 | 89% | 11% |
| 2024 | 320 | 256 | 64 | 40 | - | 360 | 89% | 11% | |
| Total | 2025 | 1,410 | 1,410 | - | 120 | - | 1,530 | 92% | 8% |
| Total | 2024 | 1,357 | 1,207 | 150 | 120 | - | 1,477 | 92% | 8% |
1 The yearly fixed annual fee is based on the fees for both the last AGM period and the new AGM period; hence it will differ from the period-to-period fee
2 Fully vested at next AGM
3 Robert Burns assigned as a deputy member of the Board of Directors as of 19 June 2024
Circio Remuneration Report 2025 of Board of Directors and Executive management
Summary of Circle's remuneration development
The table shows salary, bonus, pension, and other benefits. For calculating the annual change of remuneration for a director whose mandate began or ended during the reported financial year, the respective remuneration has been annualized to allow a meaningful comparison.
Amounts in NOK thousands (TNOK)
| Annual development | 2021 vs 2020 | 2022 vs 2021 | 2023 vs 2022 | 2024 vs 2023 | 2025 vs 2024 | 2025 |
|---|---|---|---|---|---|---|
| Managing Director's | TNOK | |||||
| Erik Digman Wiklund, CEO^{1} | 5% | 23% | -24% | 23% | -6% | 3,021 |
| Lubor Gaal, CFO^{2} | 11% | 7% | -11% | 2,728 | ||
| Victor Levitsky, CSO^{3} | -8% | -78% | -1% | 61% | 77% | 2,244 |
| Thomas Birkballe Hansen, CTO | 6% | 18% | 2,459 | |||
| Ola Melin, COO | -2% | -10% | 20% | 7% | 2,528 | |
| Lone Ottesen, CDO^{4} | 4% | -9% | ||||
| Ingunn Munch Lindvig, VP & Head of RA^{5} | -3% | 7% | -20% | |||
| Magnus Jäderberg, former CMO | -2% | -15% | ||||
| Øystein Soug, former CFO | -5% | |||||
| Torbjørn Furuseth, former CFO | 17% | |||||
| Kirsi Hellström, former Head of CMC | 4% | |||||
| 1 Erik Digman Wiklund is working 80% for Circle as per 31.12.2025. | 2 Lubor Gaal is working 70% for Circle as per 31.12.2025. | 3 Victor Levitsky is working 50% for Circle as per 31.12.2025. | ||||
| 4 Lone Ottesen resigned from her position as CDO 14 August 2023 | 5 Ingunn Munch Lindvig resigned from her position as VP Regulatory Affairs on 9 June 2023. |
Circio Remuneration Report 2025 of Board of Directors and Executive management
Amounts in NOK thousands (TNOK)
| Annual development | 2021 vs 2020 | 2022 vs 2021 | 2023 vs 2022 | 2024 vs 2023 | 2025 vs 2024 | 2025 |
|---|---|---|---|---|---|---|
| Board of Directors | ||||||
| Damian Marron, Chairperson | 3% | 2% | 2% | 1% | 5% | 560 |
| Thomas Falck, Board member | 3% | 1% | 6% | 340 | ||
| Diane Mellett, Board member | 3% | 3% | 3% | -1% | 6% | 340 |
| Robert Burns, Board member¹ | 3% | 3% | 3% | -40% | -7% | 170 |
| Per Samuelsson, Board member | 3% | 3% | 3% | |||
| Johan Christenson, Board member | 3% | 3% | 3% | |||
| Eva-Lotta Allan, Board member | 3% | 3% | 3% | |||
| Bente-Lill Romøren, Board member | 3% | 3% | 3% |
1 Robert Burns was elected as a deputy member of the Board of Directors as of 19 June 2024.
Circio Remuneration Report 2025 of Board of Directors and Executive management
Share-based compensation - long-term incentive program
Share options
The Group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) in Circio ASA. The Company has granted share options under its long-term incentive program (the "LTI Option Program"). The Option Program applies to the Management Team as well to employees in general:
- New employees and consultants are eligible for option grants upon joining the Company. Employees and consultants will be eligible for an annual option award on a discretionary basis, taking into account overall performance, work responsibility, importance of retention, organization level, and position.
- The Board of Directors will exercise discretion as to who will receive an equity award in any given year, based on recommendations made by the Compensation Committee.
- The Board of Directors intends to grant awards under the plan, alongside the existing option plan, on an annual basis. The share option grants are not subject to any performance-based vesting conditions.
- Board members are not eligible to participate.
At the Annual General Meeting (AGM) in June 2025 the Board of Directors was authorized to increase the Group's share capital in connection with share incentive arrangements by up to NOK 5 684 565.1. This authorization replaces the previous authorizations to increase the share capital by up to 2 428 639.5. There were granted 100 000 share options during 2025 and 3 450 000 share options during 2024.
Exercise price
The exercise price is determined at grant and reflects the volume weighted average share price on the day of the grant. The share option grants are not subject to any performance-based vesting conditions. Under the current plan, share options have been granted to employees upon joining the Company. Additional grants have been awarded to employees on a discretionary basis taking into account the number of options held, overall performance, competitiveness of terms, work responsibility, importance of retention, organization level, and position.
Vesting of share options
Each share option converts into one ordinary share of the Company on exercise. Granted share options vest over a four-year period as follows: 25 percent of the options vest on the first anniversary of the grant date, and the remaining 75 percent of the options vest in equal monthly tranches over the next 36 months. Options expire seven years after the grant date.
Expiry date for share options
The Options may not under any circumstances be exercised later than 7 years from the date of grant.
Resignation
If the Option Holder resigns from the Option Holder's employment with an entity in the Group at his/her own request, any Options which have not vested prior to the date on which notice of resignation is given shall lapse. Options which have vested prior to the date of the notice of resignation must be exercised no later than the later of (i) the expiry of the second Exercise Period following the termination date for the Option Holder's employment with such entity in the Group and (ii) six months following the termination date of the Option Holder's employment with such entity in the Group (unless a later date has been resolved by the Board). Options not exercised prior to the above deadline will lapse.
Restricted Stock Units (RSUs)
The Board of directors may choose to receive their remuneration (base fee only), or parts thereof, in the form of RSUs. If the Board members choose to receive the Board remuneration in RSUs they must choose to either (i) receive 100% of the compensation in RSUs, (ii) receive 1/3 of the compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of the compensation in cash and 1/3 in RSUs.
The number of RSUs is calculated on the basis of the annual fixed board remuneration, divided by the market price of the Company's shares calculated as the volume weighted average share price for the 10 trading days prior to the AGM.
The RSUs are non-transferable and each RSU gives the right and obligation to acquire one share in the Company at a price of NOK 0.60 per share (corresponding to the nominal value of the shares) subject to satisfaction of the applicable vesting conditions.
The compensation to each member of the Board of Directors for the period between the AGM 2025-2026 has been set out in the minutes from the Annual General Meeting 5 June 2025. The general assembly decided to remunerate the Board of Directors for the period between the AGM 2025 to the AGM 2026 with a combination of cash and Restricted Stock Units (RSUs). All board members chose cash, hence no RSU's were granted to the Board of Directors in 2025.
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Circio Remuneration Report 2025 of Board of Directors and Executive management
Share-based Remuneration for 2025 (the reported financial year)
| Holding shares as at 31 Dec 2025 | % ownership 31 Dec 2025 | Granted options 2025 | Forfeited options 2025 | Expired options 2025 | Exercised options 2025 | Holding of options as at 31 Dec 2025 | Granted RSUs 2025 | Expired RSUs 2025 | Holding of RSUs as at 31 Dec 2025 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Board of Directors of Circio Holding ASA: | ||||||||||
| Damian Marron, Chairperson of the Board | 169,256 | 0.12% | - | - | - | - | - | - | - | 13,348 |
| Thomas Falck, Board member² | 187,200 | 0.13% | - | - | - | - | - | - | - | 9,884 |
| Diane Mellett, Board member | 193,638 | 0.13% | - | - | - | - | - | - | -957 | 13,993 |
| Robert Burns, Deputy Board member | 88,458 | 0.06% | - | - | - | - | - | - | -1,436 | - |
| Total Board of Directors | 638,552 | 0.44% | - | - | - | - | - | - | -2,393 | 37,225 |
| Management team: | ||||||||||
| Erik Digman Wiklund, Chief Executive Officer³ | 284,133 | 0.20% | - | - | -4,994 | - | 800,011 | - | - | - |
| Lubor Gaal, Chief Financial Officer⁴ | 187,200 | 0.13% | - | - | - | - | 623,329 | - | - | - |
| Victor Levitsky, Chief Scientific Officer | 93,933 | 0.07% | - | - | - | - | 321,502 | - | - | - |
| Thomas B Hansen, Chief Technology Officer | 93,600 | 0.07% | - | - | - | - | 416,658 | - | - | - |
| Ola Melin, Chief Operating Officer | 95,266 | 0.07% | - | - | - | - | 324,185 | - | - | - |
| Total Management | 754,132 | 0.53% | - | - | -4,994 | - | 2,485,685 | - | - | - |
| Total | 1,392,684 | 0.97% | - | - | -4,994 | - | 2,485,685 | - | -2,393 | 37,225 |
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Circio Remuneration Report 2025 of Board of Directors and Executive management
1) Granted RSUs to the Board of Directors are a part of the yearly Board remuneration fee which the Board members can select either to receive in cash or in RSUs.
2) The shares are held through Sølen AS.
3) 3 333 of the shares are partly held through Digman AS.
4) The shares are held through Biopharma Drug Licensing Group AS, SL.
Circio Remuneration Report 2025 of Board of Directors and Executive management
Share-based Remuneration for 2024 (the reported financial year)
| Holding shares as at 31 Dec 2024^{1} | Ownership 31 Dec 2024 | Granted options 2024 | Earfulled options 2024 | Expired options 2024 | Exercised options 2024 | Holding of options as at 31 Dec 2024 | Granted RSUs 2024^{2} | Exercised RSUs 2024 | Holding of RSUs as at 31 Dec 2024 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Board of Directors of Circio Holding ASA: | ||||||||||
| Damian Marron, Chairperson of the Board | 169,256 | 0.24% | - | - | 13,348 | |||||
| Thomas Falck, Board member^{3} | 187,200 | 0.27% | - | - | 9,884 | |||||
| Diane Mellett, Board member | 193,638 | 0.28% | - | - | 14,950 | |||||
| Robert Burns, Deputy Board member | 88,458 | 0.13% | - | - | 1,436 | |||||
| Total Board of Directors | 638,552 | 0.91% | - | - | - | - | - | - | - | 39,618 |
Circio Remuneration Report 2025 of Board of Directors and Executive management
| Holding shares as at 31 Dec 2024^{1} | % ownership 31 Dec 2024 | Granted options Forfeited options Expired | Exercised options 2024 | Holding of options as at 31 Dec 2024 | Granted RSUs Exercised | Holding of RSUs as at 31 Dec 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2024 | options 2024 | 2024^{2} | RSUs 2024 | ||||||
| Management team: | ||||||||||
| Erik Digman Wiklund, Chief Executive Officer^{4} | 284,133 | 0.41% | 750,000 | - | 4,994 | - | 805,005 | |||
| Lubor Gaal, Chief Financial Officer^{5} | 187,200 | 0.27% | 600,000 | - | - | - | 623,329 | |||
| Victor Levitsky, Chief Scientific Officer | 93,933 | 0.13% | 300,000 | - | - | - | 321,502 | |||
| Thomas B Hansen, Chief Technology Officer | 93,600 | 0.13% | 400,000 | - | - | - | 416,658 | |||
| Ola Melin, Chief Operating Officer | 95,266 | 0.14% | 300,000 | - | - | - | 324,185 | |||
| Total Management | 754,132 | 1.08% | 2 350 000 | - | 4,994 | - | 2,490,679 | - | - | - |
| Total | 1,392,684 | 1.99% | 2 350 000 | - | 4,994 | - | 2,490,679 | - | - | 39,618 |
1) Shareholding includes shares from warrants exercise and private placement being issued on 6 January 2025
2) Granted RSUs to the Board of Directors are a part of the yearly Board remuneration fee which the Board members can select either to receive in cash or in RSUs.
3) The shares are held through Sølen AS.
4) The shares are partly held through Digman AS.
5) The shares are held through Biopharma Drug Licensing Group AS, SL.
Circio Remuneration Report 2025 of Board of Directors and Executive management
Outstanding options for shares by range of exercise price for the reported financial year 2025
| Exercise price in NOK | 0.76 | 34.5 | 45.9 | 65.4-66.2 | 180-181.8 | 214.8-288.3 | Total |
|---|---|---|---|---|---|---|---|
| Management team: | |||||||
| Erik Digman Wiklund, CEO | 750,000 | 20,012 | 6,671 | 12,670 | 10,658 | 800,011 | |
| Lubor Gaal, CFO | 600,000 | 13,341 | 9,988 | 623,329 | |||
| Victor Levitsky, CSO | 300,000 | 3,317 | 1,491 | 16,694 | 321,502 | ||
| Thomas B Hansen, CTO | 400,000 | 13,341 | 3,317 | 416,658 | |||
| Ola Melin, COO | 300,000 | 13,341 | 2,497 | 8,347 | 324,185 | ||
| Total Management | 2,350,000 | 63,352 | 9,988 | 13,976 | 21,017 | 27,352 | 2,485,685 |
Circio Remuneration Report 2025 of Board of Directors and Executive management
Outstanding options for shares by range of exercise price for the reported financial year 2024
| Exercise price in NOK | 0.76 | 34.5 | 45.9 | 65.4-66.2 | 180-181.8 | 214.8-288.3 | 497.7 | Total |
|---|---|---|---|---|---|---|---|---|
| Management team: | ||||||||
| Erik Digman Wiklund, CEO | 750,000 | 20,012 | 6,671 | 12670 | 10,658 | 4,994 | 805,005 | |
| Lubor Gaal, CFO | 600,000 | 13,341 | 9,988 | 623,329 | ||||
| Victor Levitsky, CSO | 300,000 | 3,317 | 1,491 | 16,694 | 321,502 | |||
| Thomas B Hansen. CTO | 400,000 | 13,341 | 3317 | 416,658 | ||||
| Ola Melin, COO | 300,000 | 13341 | 2,497 | 8,347 | 324,185 | |||
| Total Management | 2,350,000 | 63,352 | 9,988 | 13,976 | 21,017 | 27,352 | 4,994 | 2,490,679 |
Circio Remuneration Report 2025 of Board of Directors and Executive management
Auditors' Opinion Remuneration Report
20
RSM
RSM Norge AS
Ruseløkkveien 30, 0251 Oslo
Pb 1312 Vika, 0112 Oslo
Org.nr: 982 316 588 MVA
T +47 23 11 42 00
F +47 23 11 42 01
www.rsmnorge.no
To the General Meeting of Circio Holding ASA
Independent auditor's assurance report on report on salary and other remuneration to directors
Opinion
We have performed an assurance engagement to obtain reasonable assurance that Circio Holding ASA 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 Management
We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants' Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We apply the International Standard on Quality Management (ISQM) 1 «Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements», and accordingly, maintain a comprehensive system of quality control including documented policies and 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».
THE POWER OF BEING UNDERSTOOD
ASSURANCE | TAX | CONSULTING
RSM Norge AS (organisasjonsnr. 982316588), RSM Advokatfirma AS (organisasjonsnr. 914095573) og RSM Norge Kompetanse AS (organisasjonsnr. 925107492) er medlem av RSM-nettverket og driver under navnet RSM. RSM er forretningsnavnet som brukes av medlemmene i RSM-nettverket. RSM Advokatfirma AS og RSM Norge Kompetanse AS er selskaper tilknyttet RSM Norge AS. Hvert medlem i RSM-nettverket er et selvstendig revisjons- og rådgivningsfirma med uavhengig virksomhet. RSM-nettverket er ikke selv en egen juridisk person av noen form i noen jurisdiksjon.
RSM
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.
Oslo, 15 April 2026
RSM Norge AS
Cecilie Tronstad
State Authorised Public Accountant
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2026-04-15 17:00:52 UTC
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