Cloudberry Clean Energy : Guidelines for salary and leading personel (EN)

GUIDELINES FOR SALARY AND OTHER REMUNERATION TO LEADING PERSONNEL

IN CLOUDBERRY CLEAN ENERGY ASA

1.

BACKGROUND AND PURPOSE

These guidelines ("Guidelines") shall govern salary and other remuneration to leading personnel in Cloudberry Clean Energy ASA (the "Company"). The Guidelines were prepared by the Board of Directors and approved at the Extraordinary General Meeting held on the 17th of June 2021. The Guidelines have since been updated at the Annual General Meeting on April the 16th, 2024. The Guidelines are applicable to remuneration accrued from the 1st of January 2021.

The Guidelines have been prepared in accordance with Section 6-16a, of the Public Limited Companies Act, with applicable regulations on guidelines and reporting of remuneration for leading personnel.

Remuneration refers to all remuneration received by an individual, including fixed salary, performance-based pay, and other benefits.

Remuneration to leading personnel is vital for the alignment of the interests of the shareholders and the interests of the leading personnel. The main purpose of these Guidelines is to allow shareholders to influence the parameters determining salary and other kinds of remuneration, to create a culture for remuneration that promotes the Company's long-term interests and strategy, and the Company's financial sustainability.

The Guidelines are designed to attract, retain, and motivate the Company's leading personnel. The Guidelines have been designed to align the interests of the leading personnel with those of the shareholders.

2.

THE COMPANY'S LEADING PERSONNEL

• The Company's leading personnel include:

• • Members of the group management.

• • Members of the Board of Directors elected by the shareholders, and

• • Other employees that potentially are members of the Board of Directors.

• 3. REMUNERATION TO THE GROUP MANAGEMENT

• 3.1 The main principles for remuneration to the group management

Remuneration to the group management is a key instrument for harmonizing the interest of the group management and the interests of the Company and the Company's shareholders. The shareholders have been given influence over the remuneration of the group management by approval and publication of these Guidelines.

3.2 The decision making process

The Board of Directors is responsible for the forms of remuneration of the group management.

The Company shall have a Remuneration Committee which consists of two or three members elected from the members of the Board. The Committee, a sub-committee of the Board, oversees and puts forth propositions and recommendations to the Board of Directors on the compensation of leading personnel.

The Committee shall propose guidelines for the determination of salary and other remuneration which shall be approved by the Board of Directors.

The Remuneration Committee shall in accordance with separate guidelines among other things:

• • Prepare matters and make a recommendation to the Board of the Directors regarding the compensation of and other matters relating to the Company's leading personnel.

• • Recommend guidelines for compensation and employment conditions for the Company's leading personnel, to be approved by the Board of Directors. The Guidelines shall cover:

•

details on the relationship between fixed salary and variable remunerating and the relation between performance and compensation,

•

the main conditions for bonus- and incentive programs,

•

the main conditions for non-financial benefits, pension, termination, and severance pay; and

•

which positions that are leading personnel.

The Remuneration Committee shall in their recommendations to the Board of Directors ensure that remuneration of leading personnel through equity incentive programs, bonus programs or similar variable remuneration (short-term incentives and long-term incentives), if adopted, is closely related to value creation of the shareholders and the Company's long-term performance. In accordance with the guidelines of the Compensation Committee, the payment of variable remuneration should be based on measurable parameters that the employees in question can influence.

3.3

Details on the compensation of the group management

3.3.1

Fixed remunerationFixed remuneration is utilized to attract, retain, and motivate good leaders. Fixed remuneration contributes to long-term value creation for the Company.

Leading personnel will receive a fixed salary that is competitive, but not necessarily market-leading, based on the individual's responsibilities, level of expertise, experience, and results. The amount of the annual salary is determined in order to attract and retain leaders with professional and personal competencies required to manage the Company. The salary will be evaluated on an annual basis and be determined inter alia based on the wage developments in similar companies and society as such.

Internal board assignments and similar internal positions are not remunerated separately.

The Company does not operate with maximum wage levels.

3.3.2 Variable remuneration

Variable remuneration is central to the Company's remuneration policy and shall ensure that leading personnel are evaluated and recognized for their contribution to value creation, profitable growth, and long-term development of shareholder value.

Performance-based pay

The Company has established a performance-based bonus plan. The plan is limited to 35 % of the annual salary of leading personnel and 50% of the annual salary of the CEO. In cases of extraordinary performances, it is possible to obtain 150% of the defined bonus.

The performance-based bonus plan shall stimulate the group management to work diligently to achieve the Company's strategic goals, ensure profitable growth and reward good performance. Stretched targets shall be set to reward extraordinary performance under the bonus plan. The performance-based bonus plan also contributes to obtaining the Company's strategic goals, long-term interests, and financial sustainability by giving the Board of Directors a suitable tool for giving clear directions to the group management regarding which goals the Company Board prioritizes.

The performance-based bonus plan is based on key performance indicators ("KPIs"), both on a Company level and on an individual level. The KPIs include both financial and non-financial parameters. The individual KPIs are individualized to fit the specific role. The purpose of this is to ensure that the individual members of the group management focus their effort where it can most effectively contribute to the achievement of the Company's goal. The entire group management has a common responsibility for the Company's financial performance.

The KPIs are linked to the Company's strategy and decomposed to the individual members, from group management to other levels of the organization. The KPIs cover general economic targets, individual and quantifiable objectives for each employee, as well as expected behavior (compliance with expected behavior and the Company's values). The KPIs shall, where relevant, include parameters related to the Company's objectives concerning sustainability, covered by environment, social and governance

(ESG).

Achievement of the goals is evaluated at the end of each fiscal year and a potential bonus is paid as an annual remuneration. It is the Board of Directors that will determine the level of achievement based on a recommendation from the Remuneration Committee and the CEO (except for the CEO's own goal achievement).

The Company does not have a separate legal basis to claw back bonuses that are already paid.

The Board of Directors approve the structure of the performance-based remuneration based on a recommendation from the Compensation Committee. The Board of Directors may, on an annual basis, make changes in the plan in order to best secure the Company's interests.

Equity incentive program for leading personnel

The General Meeting of the Company has resolved that the Company shall have an equity incentive program which includes, among others, the group management. Pursuant to the resolution of the General Meeting on the 27th of April 2023, the equity incentive program may cover up to 10% of the at any given time issued shares in the Company.

The purpose of the equity incentive program is to align the Company's and shareholders' interests and give the Company's employees an additional incentive to contribute to the Company's long-term success. The equity incentive program will also contribute to retaining employees in the Company.

The equity incentive program is based on annual allocations determined by the Board of Directors, which shall be distributed among a larger group of employees at different levels in the Company whoare crucial to long-term value creation. Annual allocation is approved by the General Meeting in the form of warrants issued to the participants of the program.

The exercise price for the warrants is determined by the Board of Directors based on the fair market value of the Shares on the date of allocation. Normally the warrants vest over a period of three years, with 1/3 each year after the allocation. The Board may however deviate from this if the Board finds it appropriate.

Upon termination by the employee, the starting point is that the warrants will be cancelled, except for vested options which can be exercised for a limited period. Please confer with the rules set out in the Equity Incentive Plan & Warrant Terms available on the Company's website, adopted at the Annual

General Meeting on the 27th of April 2023.

3.3.3

Pension plansLeading personnel are members of regular pension- and insurance plans and subject to the same conditions as the rest of the Company's employees.

No leading personnel are entitled to any early retirement scheme.

3.3.4 Payment in kind

Leading personnel may receive other benefits which are common for similar positions in the industry, such as inter alia, free phone and cell phone plan, broadband subscription, and car allowance.

Leading personnel is also included in the Company's collective life- and health insurance plan for all employees. Further, leading personnel are covered by the Company's D&O insurance.

The Company does not operate with maximum levels in relation to benefits in kind. The level of the benefits will be set based on prevailing market practice and individual circumstances.

3.3.5

Payments after contract terminationThe CEO has relinquished his right to employment protection against severance pay for 12 months after the termination period. No other members of the group management have a right to severance after contract termination.

The members of the group management have a six-month notice period.

4.

REMUNERATION TO THE BOARD OF DIRECTORS

4.1

The main principles for remuneration to the Board of Directors

In accordance with the Nomination Committee's guidelines the compensation to the Board of Directors shall reflect the Board's responsibilities, competence, workload, and complexity of the tasks. When determining the amount of remuneration, a natural starting point will be to look at the amount of remuneration received by board members in other similar companies.

The chairperson of the Board shall be remunerated separately.

4.2

The decision-making process

The General Meeting has appointed a separate Nomination Committee consisting of one chairperson and two members. The Nomination Committee shall recommend remuneration for the Board of Directors, which is subject to approval by the General Meeting.

The Nomination Committee shall follow the Norwegian code of practice for corporate governance.

4.3 Details on the compensation of the Board of Directors

The Board of Directors will receive a fixed remuneration for their positions.

Board members who also are members of the sub-committees of the Board will in addition receive separate remunerations for this. Remuneration for positions in the Audit Committee, the Remuneration Committee and the ESG-Committee is a fixed annual amount.

The Company has also introduced a share purchase program for the Board members. According to the program the Board members shall use 30% of the fixed gross remuneration (prior to tax) per year to acquire shares in the Company until the value of the shares of each individual member reaches a threshold of two years of board remuneration. The Board members shall after the threshold of two years of board remuneration has been achieved, be offered to use up to 30% of the gross board remuneration (prior to tax) to acquire shares. The shares that are acquired pursuant to the program will be subject to a three-year lock-up and will be offered at a subscription price which is 15% below the prevailing market price. The program is personal for each member of the Board and the ownership of the shares must be maintained under the control of the board member at all times.

The purpose of the share purchase program is to ensure a close alignment of interest between the members of the Board of Directors and the Company's shareholders.

5.

THE CONSIDERATION OF THE REMUNERATION ARRANGEMENTS FOR OTHER EMPLOYEES IN THE PREPARATION OF THE GUIDELINES

When preparing these Guidelines, the remuneration arrangements for the other employees of the Company has been taken into consideration.

Similarly, to the leading personnel, the remuneration for other employees is based on responsibility, competency, experience, and results. Further, the fixed salary is determined annually on the basis of the general wage developments in similar companies and the society as such.

Other employees may also be invited in the Company's equity incentive plan.

For other benefits, the leading personnel are covered by the same arrangement that are available to other employees.

6.

THE ANNUAL REMUNERATION REPORT

The Board of Directors shall ensure that a remuneration report is prepared on an annual basis in accordance with Section 6-16b of the Public Limited Companies Act. The report shall give an overview over paid and accrued salary and remuneration which are covered by these Guidelines. Before the report is approved by the General Meeting the auditor shall review that the report includes all information required by Section 6-16b of the Public Limited Companies Act. The General Meeting shall hold an advisory vote over the remuneration report.

The remuneration report shall be published and be available at the Company's website without undue delay after the General Meeting has been held. The remuneration report shall be available for a period of ten years.

7.

DEVIATION FROM AND CHANGES TO THE GUIDELINES

7.1

Updates and deviations

In case of updates to the Guidelines, significant changes shall be described and explained detailed in the Guidelines. The Guidelines shall also specify and explain how the shareholders view on the Guidelines, the voting result of the General Meeting and the remuneration report since the last vote over the Guidelines has been considered.

The Guidelines shall be considered and approved by the General Meeting when any significant change is made and at least every four years.

The Board of Directors may under exceptional circumstances temporarily deviate from the Guidelines for the group management if exceptional circumstances arise which make deviation necessary in order to ensure the Company's long-term interests. The decision to deviate from the Guidelines must be documented in the minutes from the board meeting and require a separate description of the rationale for the deviation. The deviation must also be specifically described in the remuneration report for the relevant year. Deviations that are not temporary must be included in a revised version of the Guidelines and be put forward to the General Meeting for approval.

7.2

Changes to the Guidelines and Shareholder views

The current proposal introduces the implementation of the Equity Incentive Plan and Warrant Terms, including an increase in the possible coverage percentage of issued shares. This change has been approved by 81,48% of the votes cast, during the General Meeting Resolution of April 27th, 2023.

The Guidelines have also undergone a more general update to reflect the growth and development of the Company. Since its adoption in 2021, the remuneration reports have consistently received support surpassing 80% of the votes cast, during General Meetings where it has been addressed. Based on the votes cast from the Shareholders, the Company is of the opinion that no other material changes are needed in the Guidelines.

8.

PUBLICATION

The Guidelines shall be dated on the day when they were approved by the General Meeting and shall be available on the Company's website together with the result of the vote for a period of ten years.