Endúr : Remuneration Report 2022

Remuneration Report 2022

26 April 2023

2

INTRODUCTION

PURPOSE AND OBJECTIVE

This report comprise salary and other remuneration for leading employees of Endúr ASA ("Endúr" or the "Company") for the financial year 2022.

The purpose of Endúrs executive remuneration approach is to encourage a strong and sustainable performance-based culture, which supports growth in shareholder value and delivery according to the company's strategy. The remuneration report (the "Report") is made according to the requirements in section 6-16a and 6-16b of the Norwegian Public Limited Liability Companies Act and Endúrs' Executive Remuneration Policy approved by the General Meeting 20 May 2022. The report describes how the policy has been applied during 2022. The report was approved by the Board of Directors on 26 April 2023, and is presented for advisory voting by the annual General Meeting 23 May 2023. The report will be available on endúr.no.

The objective of the Report is to ensure transparency of the Endúr's remuneration policy and the remuneration of the executive personnel during the financial year.

APPLICATION OF THE REMUNERATION POLICY IN 2022

Endúr has applied the remuneration policy throughout 2022 as approved by the General Meeting. No deviations from the policy have been made by the Board of Directors. The company has not claimed back any paid remuneration to executives during the year.

INFORMATION ON SHAREHOLDER VOTE ON THE PREVIOUS REMUNERATION REPORT

The advisory resolution on the May 2022 Annual General Meeting was passed without any remarks for changes in the Remuneration report for 2022. The advisory resolution was passed with 564 216 822 votes in favour, and 74 327 votes against. 1 200 abstained from voting.

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THE FINANCIAL YEAR 2022

HIGHLIGHTS

Revenue1

2 185.7

2 510.5

	2022 represents major improvement on 2021 with revenue and adj. EBITDA of NOK 2.5 billion and NOK 231 million (9.2%), up from NOK 2.2
	billion and NOK 188 (8.6%) in 2021.
	High focus on liquidity management results in a strong cash conversion while increasing revenue. 2022 cash flow from operations of NOK
	267 million compared to NOK - 28.9 million in 2021.
	Clear target of strengthening financial position ended with a year-on-year decrease in leverage ratio from 3.7x to 2.6x and commitment to
	refinance bond in 2023. As part of the measure to decrease leverage ratio, Endúr completed two bond buy backs, each of a total nominal
	value of NOK 45 million, reducing the net outstanding principal amount to NOK 810 million.

FY'21FY'22

Adj. EBITDA & Adj. EBITDA margin1

	Subsidiaries continuing to strengthen their market positions with industry leading margins from the Marin Infrastructure segment, and proof
	of concept at Salmon Evolution BTA and exciting pipeline for Aquaculture Solutions. Endúr Maritime AS and Endúr Sjøsterk AS have had a

187.8

230.7

	continuing focus on stabilizing and improving operations proving a profitable turnaround for both companies in 2022.
	The Group acquired Dykab through the Swedish subsidiary Marcon-gruppen I Sverige AB to secure a strategic foothold and growth platform
	for Marcon's activities in Northern Sweden.
	Divestment of non-core Installit AS to Deep Ocean in order to enhance focus on core markets and operations.
	The year ended with a positive 2022 Earnings before tax (EBT) and Earnings after tax (EAT) of NOK 14 million and NOK 9 million, a significant
	improvement from the preceding years.

8.6 %

9.2 %

FY'21FY'22

Cash flow from operations

266.7

LEADING PERSONELL AND CHANGES DURING THE YEAR

Endúr's leading personnel comprise the Company's chief executive officer, Jeppe Raaholt , the Company's chief financial officer, Einar Olsen and the members of the Board of Directors of the Company.

Lasse B. Kjelsås, the previous CFO, resigned from his position as of 29 April 2022 and Einar Olsen assumed the function of interim CFO. Olsen was appointed as permanent CFO from 2 August 2022. Olsen has been employed by Endúr since the autumn of 2021 as Head of business development and controlling.

-28.9

FY'21FY'22

Net interest-bearing debt (NIBD)

687

582

YE'21YE'22

1. Proforma, 2021 - Revenue and EBITDA consolidates Marcon and Artec Aqua from January 1, 2021. Reported revenue and EBITDA for 2021 amounted to NOK 2 009 million and NOK 139 million, respectively.

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REMUNERATION OF THE BOARD OF DIRECTORS

Endúr's Board of Directors at YE 2022 had five directors, hereof five shareholder-elected. The shareholder elected directors are serving for the period 2022-2023 and 2022-2024 based on the recommendations of the Nomination committee on the Annual General Meeting held 20 May 2022. Fees to the board of directors are approved by the Annual General Meeting, based on the Nomination committee's recommendations. The Board held 18 meetings in 2022 with an average attendance rate of 93 percent. In addition, certain matters were processed by way of circulation of documents. The Audit committee held 5 meetings in 2022. Per YE 2022 the audit committee is comprised of Pål Reiulf Olsen (chairperson of the Board, Audit and Remuneration Committee) and Kristine Landmark (Member of the Board).

The Remuneration Committee was formed in 2021 and held 3 meetings in 2022. Per YE2022 the committee consisted of Pål Reiulf Olsen and Hedvig Bugge Reiersen (Member of the Board). Per YE 2022 the members of the Nomination committee were Espen Ommedal (Leader), Henning Nordgulen and Arne Henning Markhus.

The members of Endúrs' Board of Directors are remunerated for their role and contribution in the Board. The fees detailed in this report represent what is recognized as expenses in the income statement as approved by the General Meeting. The directors did not receive any other fees or remuneration, save for chairperson Pål Reiulf Olsen who for a period assumed additional responsibilities as working chairperson in 2021 and some management consultant hours in 2022 for Endúr. The employee elected directors in addition to board fee, received salary as employees. No agreements exist which entitle the directors to any extraordinary compensation, save for the new share option program adopted in 2022, for executive employees, which includes the chairperson of Endúr.

Annual Fees (NOK)	Role	Until 2022 General Meeting	Until 2023 General Meeting
	Chair	500 000	500 000
Board
	Member	300 000	300 000
	Chair	75 000	75 000
Audit Committee
	Member	60 000	60 000
	Chair	50 000	50 000
Remuneration Committee
	Member	30 000	30 000
	Chair	35 000	35 000
Nomination Committee
	Member	25 000	25 000

Table 1 - Board and committee fees as resolved by Company General Meetings

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REMUNERATION OF THE BOARD OF DIRECTORS

Directors at year				Financial	Fixed remuneration			Variable remuneration
Board Role	Elected	Committee role
end 2022	year		Committee
			Board Fees	Other fees1 )	Bonus	Other
					fees
			Audit and remuneration	2022	500 000		125 000	183 450
Pål Reiulf Olsen	Chairperson	21 May 2021
committee, chair
			2021	306 849		76 712	1 155 503
				2022	300 000
Bjørn Finnøy	Director	10 March 2021
				2021	216 157
Hedvig Bugge				2022	300 000		30 000
Director	10 March 2021 Remuneration committee
Reiersen
			2021	216 157		18 411
				2022	300 000		60 000
Kristine Landmark	Director	21 May 2021	Audit committee
				2021	184 110		36 822
				2022	300 000
Jörn Ryberg	Director	21 May 2021
				2021	184 110
Others having served in 2022
	Director;	Dec 2014-May		2022	115 890
Kristoffer Hope
employee rep.	2022
		2021	246 869
Jorunn	Director;	Dec 2015-May		2022	115 890
Ingebrigtsen	employee rep.	2022		2021	246 869

Table 2 - Details the board fees expensed by Endúr in 2022 and 2021. Board fees are paid to the directors at the end of the serving year in May in relation to the General meeting.

1. 2022: Olsen has received holiday paid for services in 2021 and remuneration in 2022 based on management consulting services to the group, remuneration was paid on an hourly basis.
   2021: Olsen served as working chairperson from Sep. - Nov. 2021

Total	Proportion of
remuneration	variable
	remuneration
808 450	0 %
1 539 064	0 %
300 000	0 %
216 157	0	%
330 000	0 %
234 568	0 %
360 000	0 %
220 932	0 %
300 000	0 %
184 110	0	%
115 890	0	%
246 869	0 %
115 890	0	%
246 869	0 %

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