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Zelluna ASA Remuneration Information 2024

Mar 25, 2024

3779_rns_2024-03-25_2c9d5d68-254f-4b66-9254-93cf8aaeb979.pdf

Remuneration Information

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Ultimovacs ASA - Remuneration Report2023

Remuneration report 2023

Background

The board of Ultimovacs shall prepare a remuneration report describing how the Company complies with its own guidelines for remuneration to senior executives. The report covers remuneration to senior executives defined as the company's management team. The report has been prepared in accordance with the Public Limited Liability Companies Act § 6-16b and associated regulations as well as the European Commission's template for a report on remuneration.

Purpose and general remuneration principles

These guidelines constitute a framework for which remuneration to the executive management may be decided during the period for which the guidelines are in force. The Company is a biotech company developing novel immunotherapies against cancer. Consequently, the Company competes for senior management talent within the international pharmaceutical industry. These guidelines attempt to ensure the Company's competitiveness as an employer within the industry.

The Company's remuneration principles shall be designed to ensure responsible and sustainable remuneration decisions that support the Company's business strategy, long-term interests, and sustainable business practices. To this end, salaries and other employment terms shall enable the Company to retain, develop and recruit skilled senior executives with relevant experience and competence. The remuneration shall be on market terms, competitive, and reflect the performance and responsibilities of individual senior executives.

The remuneration guidelines apply to the executive management team of the Company. For the purposes of these guidelines, the executive management team includes the CEO and certain other executives who, from time to time, are members of the management and directly report to the CEO. The management team consists of 10 people.

Ultimovacs' guidelines for remuneration to senior executives are available on the company's website, www.ultimovacs.com. The auditor's confirmation of the company's compliance with the guidelines is available in this report.

Compliance with the guidelines

The complete remuneration for 2023 has been in accordance with the guidelines approved by the General Assembly in 2023.

The base management salary is regarded as competitive in order to attract and retain the most attractive managers. The salary level is in our view not of a size that could harm the Company's reputation, or significantly above the norm for employees with similar background and in similar positions in comparable companies. The salary level should, however, ensure that the Company can attract and retain executive employees with the desired expertise and experience.

With the exception of an Employee invention compensation to one member of the Management team, there has been no variable remuneration, bonuses or severance payments in 2023.

There were no outstanding loans or guarantees made to related parties, the Board of Directors, the Management Team or any other employees as of 31 December 2022 or as of 31 December 2023.

Information on shareholder vote

In relation to the management remuneration guidelines program presented at the General Assembly in 2023, the Company received input from one of its shareholders that the share option program should be capped at a maximum profit level for the individual participants. The shareholder therefore voted against the proposed remuneration guidelines and the related authorization to the board to issue shares related to the option program. The board of directors has considered such input, but concluded that the current structure of the option program aligns with the Company's approved strategy and purpose of the option program.

Management remuneration

Below is an overview of the remuneration received by the Management team in 2022 and 2023. 'Salary' comprise fixed salary including holiday pay. 'Benefits in kind' comprise telephone and insurance for all employees. In addition, the CEO, CFO, CMO, CTO and CBO have either company cars or receive a cash car allowance. The Company also covers the costs of an apartment in Norway for the CEO up to a certain amount.

'Share option' is the IFRS cost in relation to the share option plan for all options not exercised. Please refer to the next page for more information regarding the allocated and outstanding share options. With the exception of options, the Management team does not have any other regular variable pay or other variable benefits.

Pension costs are in line with the Remuneration guidelines. CEO and Management in the Norwegian entity participate in a defined contribution pension plan with the same terms as all other employees in the Norwegian entity.

The Chief Business Officer, who is employed in the Swedish entity, is entitled to a defined contribution pension plan where the annual accrual is currently 20% of the annual salary. The Head of Regulatory and QA, who is also employed in the Swedish entity, has a pension accrual of 25% of the annual salary.

The CBO and Head of Regulatory and QA, who are employed in Ultimovacs AB, receive their remuneration in SEK (Swedish Kroner). The amounts in the tables below are translated to NOK by using the average SEK/NOK rate for the respective year. The share option remuneration is in NOK.

MANAGEMENT REMUNERATION 2023
(NOK 1 000)
BASE
SALARY*
BENEFITS
IN KIND
VARIABLE
REMUNER.
SHARE
OPTIONS
PENSION
COST
TOTAL
REMUNER
ATION
Carlos de Sousa (CEO) 4 843 542 - 995 124 6 503
Hans Vassgård Eid (CFO) 2 768 262 - 1 251 124 4 404
Jens Egil Torbjørn Bjørheim (CMO) 2 678 238 - 1 251 124 4 290
Audun Tornes (CTO) 1 635 262 51 848 124 2 925
Gudrun Trøite (Head of Project Coordin.) 1 635 18 - 721 124 2 498
Ingunn Hagen Westgaard (Head of R&D) 1 635 26 - 785 124 2 570
Øivind Foss (Head of Clinical Operations) 1 658 18 - 911 124 2 711
Ton Berkien (CBO) 2 585 205 - 1 138 500 4 429
Anne Worsøe (Head of IR and Comm.) 1 692 17 - 474 124 2 307
Orla Mc Callion (Head of Reg. and QA) 1 358 5 - 670 340 2 373
Total remuneration 22 488 1 594 51 9 044 1 828 35 009
MANAGEMENT REMUNERATION 2022
(NOK 1 000)
BASE
SALARY*
BENEFITS
IN KIND
VARIABLE
REMUNER.
SHARE
OPTIONS
PENSION
COST
TOTAL
REMUNER
ATION
Carlos de Sousa (CEO) 4 638 501 - 2 892 101 8 131
Hans Vassgård Eid (CFO) 2 641 254 - 1 990 101 4 985
Jens Egil Torbjørn Bjørheim (CMO) 2 557 194 - 1 926 101 4 777
Audun Tornes (CTO) 1 562 189 - 1 221 101 3 073
Gudrun Trøite (Head of Project Coordin.) 1 561 12 - 1 101 101 2 774
Ingunn Hagen Westgaard (Head of R&D) 1 562 20 - 1 161 101 2 843
Øivind Foss (Head of Clinical Operations) 1 582 12 - 1281 101 2 975
Ton Berkien (CBO) 2 351 177 - 1 181 455 4 165
Anne Worsøe (Head of IR and Comm.) 1 494 11 - 270 101 1 876
Orla Mc Callion (Head of Reg. and QA) 1 235 0 - 456 309 2 000
Total remuneration 21 183 1 370 - 13 477 1 568 37 599

* Base salary in the table also includes payment of vacation pay which was accumulated from the previous year

Please note that the 'total remuneration' in the table above includes share option remuneration that are based on theoretical values on the options and the vested percentage of the options during the year. This value does not reflect current market value of the vested/unvested options, and/or actual cash remuneration to the employee, only the pro rata share of booked IFRS costs in the financial statement for each individual. The NOK/%-change in total remuneration in the table is therefore in most cases higher than the actual change in cash remuneration received during the year for each respective employee with option holdings.

n.a.: if the employee has not been employed two full consecutive years.

TOTAL REMUNERATION TO THE MANAGEMENT TEAM
INCLUDING IFRS OPTION COSTS (NOK 1 000)
2023 2022 2021 2020 2019
Carlos de Sousa (CEO from 1 June 2020) Total NOK 6 503 8 131 7 822 5 443 -
Change NOK -1 628 309 2 379 - -
Change % -20.0 % 3.9 % n.a. - -
Øyvind Arnesen (CEO until 30 April 2020) Total NOK - - 1 997 3 278 3 046
Change NOK - - -1 281 232 347
Change % 0.0 % 0.0 % n.a. 7.6 % 12.9 %
Hans Vassgård Eid (CFO) Total 4 404 4 985 3 929 3 296 2 747
Change NOK -581 1 056 633 549 362
Change % -11.7 % 26.9 % 19.2 % 20.0 % 15.2 %
Jens Egil Torbjørn Bjørheim (CMO) Total 4 290 4 777 3 738 2 696 2 249
Change NOK -487 1 040 1 041 447 282
Change % -10.2 % 27.8 % 38.6 % 19.9 % 14.3 %
Audun Tornes (Chief Technology Officer) Total 2 925 3 073 2 398 2 120 1 815
Change NOK -147 675 278 305 164
Change % -4.8 % 28.1 % 13.1 % 16.8 % 9.9 %
Gudrun Trøite (Head of Project Coordin.) Total 2 498 2 774 2 231 1 865 1 504
Change NOK -276 543 366 361 249
Change % -9.9 % 24.3 % 19.6 % 24.0 % 19.8 %
Ingunn Hagen Westgaard (Head of R&D) Total 2 570 2 843 2 244 1 836 1 527
Change NOK -273 598 408 309 230
Change % -9.6 % 26.7 % 22.2 % 20.3 % 17.7 %
Øivind Foss (Head of Clinical Operations) Total 2 711 2 975 2 259 1 959 1 657
Change NOK -264 716 300 302 188
Change % -8.9 % 31.7 % 15.3 % 18.2 % 12.8 %
Ton Berkien (Chief Business Officer) Total 4 429 4 165 3 539 267 -
Change NOK 264 626 3 272 - -
Change % 6.3 % 17.7 % n.a. - -
Anne Worsøe (Head of IR and Comm.) Total 2 307 1 876 426 - -
Change NOK 431 1 450 - - -
Change % 22.9 % n.a. - - -
Orla Mc Callion (Head of Reg. and QA) Total 2 373 2 000 407 - -
Change NOK 373 1 593 - - -
Change % 18.6 % n.a. - - -
Profit (loss) after tax (189 239) (167 792) (164 722) (120 552) (61 166)
FTEs in company 25.0 23.2 21.3 18.8 16.5
FTEs in company excluding Management 15.0 13.2 12.8 11.2 8.9
Average total remuneration per FTE excl. Management 1 607 1 659 1 227 1 394 1 323

REMUNERATION TO THE
MANAGEMENT TEAM (NUMBER OF
OPTIONS)
AWARD PLAN AWARD DATE VESTING
DATE
STRIKE
PRICE
(NOK)
OPENING
BALANCE
AWARDED
DURING THE
YEAR
VESTED
DURING THE
YEAR
EXERCISED
DURING THE
YEAR
CLOSING
BALANCE
Carlos de Sousa Plan 2020 25.05.2020 1y/2y/3y 39.15 362 185 120 728 -
(CEO) Plan 2021 16.04.2021 1y/2y/3y 61.99 53 850 13 463 - 425 535
Plan 2023 21.04.2023 1y/2y/3y 128.61 9 500 - -
Hans Vassgård Eid Plan 2019 03.06.2019 1y/2y/3y 31.25 62 500 Fully vested -
(CFO) Plan 2020 25.05.2020 1y/2y/3y 39.15 56 000 28 000 -
Plan 2021 16.04.2021 1y/2y/3y 61.99 59 000 14 750 - 234 000
Plan 2022 21.04.2022 1y/2y/3y 83.46 47 000 11 750 -
Plan 2023 21.04.2023 1y/2y/3y 128.61 9 500 - -
Jens Egil Torbjørn Bjørheim Plan 2019 03.06.2019 1y/2y/3y 31.25 53 000 Fully vested -
(Chief Medical Officer) Plan 2020 25.05.2020 1y/2y/3y 39.15 56 000 28 000 -
Plan 2021 16.04.2021 1y/2y/3y 61.99 59 000 14 750 - 224 500
Plan 2022 21.04.2022 1y/2y/3y 83.46 47 000 11 750 -
Plan 2023 21.04.2023 1y/2y/3y 128.61 9 500 - -
Audun Tornes Plan 2019 03.06.2019 1y/2y/3y 31.25 38 000 Fully vested -
(Chief Technology Officer) Plan 2020 25.05.2020 1y/2y/3y 39.15 34 500 17 250 -
Plan 2021 16.04.2021 1y/2y/3y 61.99 35 000 8 750 - 147 000
Plan 2022 21.04.2022 1y/2y/3y 83.46 30 000 7 500 -
Plan 2023 21.04.2023 1y/2y/3y 128.61 9 500 - -
Gudrun Trøite Plan 2019 03.06.2019 1y/2y/3y 31.25 7 314 Fully vested -
(Head of Project Coordination) Plan 2020 25.05.2020 1y/2y/3y 39.15 34 500 17 250 -
Plan 2021 16.04.2021 1y/2y/3y 61.99 35 000 8 750 - 106 314
Plan 2022 21.04.2022 1y/2y/3y 83.46 20 000 5 000 -
Plan 2023 21.04.2023 1y/2y/3y 128.61 9 500 - -
Ingunn Hagen Westgaard Plan 2019 03.06.2019 1y/2y/3y 31.25 16 895 Fully vested -
(Head of R&D) Plan 2020 25.05.2020 1y/2y/3y 39.15 34 500 17 250 -
Plan 2021 16.04.2021 1y/2y/3y 61.99 35 000 8 750 - 120 895
Plan 2022 21.04.2022 1y/2y/3y 83.46 25 000 6 250 -
Plan 2023 21.04.2023 1y/2y/3y 128.61 9 500 - -

REMUNERATION TO THE
MANAGEMENT TEAM (NUMBER OF
OPTIONS)
AWARD PLAN AWARD DATE VESTING
DATE
STRIKE
PRICE
(NOK)
OPENING
BALANCE
AWARDED
DURING THE
YEAR
VESTED
DURING THE
YEAR
EXERCISED
DURING THE
YEAR
CLOSING
BALANCE
Øivind Foss Plan 2019 03.06.2019 1y/2y/3y 31.25 - - -
(Head of Clinical Operations) Plan 2020 25.05.2020 1y/2y/3y 39.15 34 500 17 250 -
Plan 2021 16.04.2021 1y/2y/3y 61.99 35 000 8 750 - 114 000
Plan 2022 21.04.2022 1y/2y/3y 83.46 35 000 8 750 -
Plan 2023 21.04.2023 1y/2y/3y 128.61 9 500 - -
Ton Berkien Plan 2021 16.04.2021 1y/2y/3y 61.99 59 000 14 750 -
(Chief Business Officer) Plan 2022 21.04.2022 1y/2y/3y 83.46 47 000 11 750 - 115 500
Plan 2023 21.04.2023 1y/2y/3y 128.61 9 500 - -
Anne Worsøe Plan 2022 21.04.2022 1y/2y/3y 83.46 22 500 5 626 -
(Head of IR and Comm.) Plan 2023 21.04.2023 1y/2y/3y 128.61 9 500 - - 32 000
Orla Mc Callion Plan 2022 21.04.2022 1y/2y/3y 83.46 38 000 9 500 -
(Head of Regulatory and QA) Plan 2023 21.04.2022 1y/2y/3y 128.61 9 500 - - 47 500

Performance period: permanent employment prior to award date

Vesting date: a vesting schedule of 25%/25%/50% after 1/2/3 years applies generally, but a vesting schedule of 33%/33%/33% after 1/2/3 years applies specifically for options granted to Carlos de Sousa (CEO) in 2020.

End of holding period: 7 years from grant date for all options

Option exercise: Option exercise periods were half yearly in 2020 and 2021, and quarterly from 2022. No members of the Management team exercised options in 2023. During 2022, Øivind Foss exercised 38,000 options, Ingunn Westgaard 21,105 options and Gudrun Trøite 30,686 options. No other members of the current management team has exercised options any other year.

Remuneration of the Board of Directors

In accordance with the remuneration policy, the Board of Directors was remunerated with fixed fees. Members of the audit committee received an additional fee, kNOK 35 for the committee leader, and kNOK 20 for other members. The fees are summarized in the table below.

Aitana Peire and Haakon Stenrød were elected as new board members in November 2020, thus the reduced fee received for 2020 (paid in 2021). Håkan Englund was deputy board member until the Annual General Meeting in 2022, when he resigned from the board. Aitana Peire resigned as board member in Desember 2023.

Jònas Einarsson has been the Chair since 2018. Leiv Askvig has been the head of the Audit Committee since 2019. Kristin L.A. Wilhelmsen was a member of the Audit Committee from 2019 to 2020, and was replaced by Haakon Stenrød as a member from 2020.

Note that the table below shows the accumulated board remuneration for each respective year, which will be paid the following year.

REMUNERATION TO THE BOARD OF
DIRECTORS (NOK 1 000)
2023 2022 2021 2020 2019
Jónas Einarsson (Chairman of the Board) Total NOK 450 400 400 400 400
Change NOK 50 - - - 125
Change % 13 % 0 % 0 % 0 % 45 %
Ketil Fjerdingen (Board member) Total NOK 250 200 200 200 200
Change NOK 50 - - - 63
Change % 25 % 0 % 0 % 0 % 45 %
Leiv Askvig (Board member) Total 320 235 235 235 235
Change NOK 85 - - - 98
Change % 36 % 0 % 0 % 0 % 71 %
Henrik Schüssler (Board member) Total 250 200 200 200 200
Change NOK 50 - - - 63
Change % 25 % 0 % 0 % 0 % 45 %
Kristin L.A. Wilhelmsen (Board member) Total - - - 220 220
Change NOK - - - - 83
Change % - - - 0 % 60 %
Kari Grønås (Board member) Total 250 200 200 200 200
Change NOK 50 - - - 200
Change % 25 % 0 % 0 % 0 % n.a.
Eva S. Dugstad (Board member) Total 250 200 200 200 200
Change NOK 50 - - - 200
Change % 25 % 0 % 0 % 0 % n.a.
Håkan Englund (Deputy Board Member) Total - - 200 200 200
Change NOK - - - - 200
Change % - - 0 % 0 % n.a.
Aitana Peire (Board Member until 13.12.23) Total 170 200 200 30 -
Change NOK -30 - 170 30 -
Change % -15 % 0 % n.a. n.a. -
Haakon Stenrød (Board Member) Total 290 220 220 30 -
Change NOK 70 - 190 30 -
Change % 32 % 0% n.a. n.a. -
Total remuneration 2 230 1 855 2 055 1 915 1 855

Board of Directors' statement on the remuneration report

It is the view of the Board of Directors that remuneration of the Board of Directors and of the Management Team for the financial year 2023 has been conducted in alignment with Ultimovacs' remuneration policy as approved by the general assembly on 20 April 2023 and according to the requirements in the Norwegian Companies Act § 6-16 b.

The report will be presented for an advisory vote at the Annual General Meeting planned for 18 April 2024.

Board of Directors and CEO of Ultimovacs ASA

Oslo, 20 March 2024

Jónas Einarsson Kari Grønås Eva S. Dugstad Chairman of the Board Board member Board member

Henrik Schüssler Ketil Fjerdingen Leiv Askvig

Sign Sign

Haakon Stenrød Carlos de Sousa Board member CEO

Sign Sign Sign

Board member Board member Board member

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Statsautoriserte revisorer Ernst & Young AS

Stortorvet 7, 0155 Oslo Postboks 1156 Sentrum, 0107 Oslo Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 24 00 24 00

www.ey.no Medlemmer av Den norske Revisorforening

INDEPENDENT AUDITOR'S ASSURANCE REPORT ON REPORT ON SALARY AND OTHER REMUNERATION TO DIRECTORS

To the Annual Shareholders' Meeting of Ultimovacs ASA

Opinion

We have performed an assurance engagement to obtain reasonable assurance that Ultimovacs ASA's report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2023 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

Board of directors' responsibilities

The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.

Our independence and quality control

We are independent of the company 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. The firm applies International Standard on Quality Management, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor's responsibilities

Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 – "Assurance engagements other than audits or reviews of historical financial information".

We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

2

Oslo, 20 March 2024 ERNST & YOUNG AS

The auditor's report is signed electronically

Erik Søreng State Authorised Public Accountant (Norway)

Independent auditor's assurance report on report on salary and other remuneration to directors - Ultimovacs ASA 2023

A member firm of Ernst & Young Global Limited

Ultimovacs ASA

Ullernchausséen 64 0379 Oslo Norway

E-mail: [email protected]

Telephone: + 47 413 80 080

Ultimovacs AB

Dag Hammarskjölds Väg 30 752 37 Uppsala Sweden

www.ultimovacs.com

Our mission is to extend and improve the life of patients by directing the immune system against the core of cancer.

We will provide universally accessible solutions.