Employee share option plan 2022

In accordance with the authorization granted by the AGM on 21 April 2022, the board of directors of Axactor ASA has decided to establish an Employee Share Option Plan (ESOP) for senior executives and key personnel employed by the Axactor group. The plan encompasses up to 5 500 000 shares. The company's liability with respect to the scheme will be met through holdings of treasury shares or by issuing new shares.

Under the ESOP, participants will receive share options, which, if certain predefined performance criteria are met within a performance period, can be exercised by paying the predefined strike price. The strike price is set as the average share price of the last 30 days prior to grant. One share option gives a contingent entitlement to one share after paying the strike price.

The following criteria determine the award of options during the three-year performance period:

• 1/3: employed when the performance period ends
• 1/3: share price development equal to or better than peers
• 1/3: return on equity meeting target set by the board of directors

Vesting of share options presumes that the individual is an employee of Axactor group. The total gain from exercised options during one calendar year shall not exceed 200 per cent of the participant's base salary at grant. The number of options will be adjusted in the event of a dividend payout to preserve, but not increase, the value of the share option allocation.

The ESOP goes into effect on 15 June 2022 and the share options will be vested after three years.

Primary insiders in the company have been allocated the following grants of options, according to the terms described above*:
Johnny Tsolis, CEO, has been granted 1 000 000 share options. Following the grant, he holds 1 982 456 options in the company.
Nina Mortensen, CFO, has been granted 275 000 share options. Following the grant, she holds 525 000 options in the company.
Kyrre Svae, Chief of Strategy and IR, has been granted 275 000 share options. Following the grant, he holds 650 000 options in the company.
Arnt Andre Dullum, COO, has been granted 275 000 share options. Following the grant, he holds 766 228 options in the company.
Robin Knowles, Chief of Investments, has been granted 125 000 share options. Following the grant, he holds 616 228 options in the company.
Vibeke Ly, Chief of Staff, has been granted 275 000 share options. Following the grant, she holds 766 228 options in the company.

Further the following have been granted share options*:
Stina Koren, country manager in Norway, has been granted 350 000 share options. Following the grant, she holds 918 713 options in the company.
Lisa Sohtell, country manager in Sweden, has been granted 275 000 share options. Following the grant, she holds 843 713 options in the company.
Heidi Piispanen, country manager in Finland, has been granted 275 000 share options. Following the grant, she holds 525 000 options in the company.
Steffen Fink, country manager in Germany, has been granted 400 000 share options. Following the grant, he holds 775 000 options in the company.
Antonio Cataneo, country manager in Italy, has been granted 350 000 share options. Following the grant, he holds 918 713 options in the company.
Andres Lopez, country manager in Spain, has been granted 500 000 share options. Following the grant, he holds 2 193 713 options in the company.
The remaining 1 125 000 share options have been granted to 9 key employees within the group. All the 5 500 000 share options have been granted.

*ESOP 2017 expires on 17 June 2022 and is out of money. Options related to this program is not included in the numbers.