Axactor ASA: Employee share option plan 2025

In accordance with the authorization granted by the AGM on 6 May 2025, the board of directors of Axactor ASA has decided to establish a long-term incentive program (LTI 2025) for senior executives employed by the Axactor group. The plan encompasses up to 3 500 000 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 LTI 2025, 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 LTI 2025 is effective from 6 May 2025 and the share options will be vested after three years.

Primary insiders in the company have been allocated and accepted the following grants of options according to the terms described above

• Johnny Tsolis, CEO, has been granted 950 000 share options. Following the grant, he holds 4 266 667 options in the company.

• Nina Mortensen, CFO, has been granted 175 000 share options. Following the grant, she holds 858 333 options in the company.

• Kyrre Svae, Chief of Strategy and IR, has been granted 275 000 share options. Following the grant, he holds 1 183 333 options in the company.

• Arnt Andre Dullum, COO, has been granted 175 000 share options. Following the grant, he holds 983 333 options in the company.

• Karl Mamelund, Chief of Investments, has been granted 275 000 share options. Following the grant, he holds 800 000 options in the company.

• Vibeke Ly, Chief of Staff, has been granted 175 000 share options. Following the grant, she holds 983 333 options in the company.

Further the following have been granted and accepted share options according to the terms described above

• Stina Koren, country manager 3PC in Norway, has been granted 150 000 share options. Following the grant, she holds 1 008 333 options in the company.

• Lisa Sohtell, country manager NPL in Sweden and Norway, has been granted 100 000 share options. Following the grant, she holds 908 333 options in the company.

• Heidi Piispanen, country manager in Finland, has been granted 100 000 share options. Following the grant, she holds 783 333 options in the company.

• Yvonne Wagner, country manager in Germany, has been granted 100 000 share options. Following the grant, he holds 100 000 options in the company.

• Antonio Cataneo, country manager in Italy, has been granted 125 000 share options. Following the grant, he holds 1 058 333 options in the company.

• Andres Lopez, country manager in Spain, has been granted 400 000 share options. Following the grant, he holds 2 033 333 options in the company.

Of the 3 500 000 share options, 3 000 000 share options have been granted.