Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2021 (the "Closing Date"), FREYR AS, a private limited liability
company organized under the laws of Norway ("FREYR Legacy"), consummated a
previously announced merger pursuant to that certain Business Combination
Agreement, dated January 29, 2021 (the "Business Combination Agreement"), by and
among Alussa Energy Acquisition Corp., a Cayman Islands exempted company
("Alussa"), Alussa Energy Sponsor LLC ("Sponsor"), FREYR Battery, a corporation
in the form of a public limited liability company (société anonyme) incorporated
under the laws of Luxembourg ("Pubco"), FREYR Legacy, ATS AS ("Shareholder
Representative"), Norway Sub 1 AS, a private limited liability company organized
under the laws of Norway ("Norway Merger Sub 1"), Norway Sub 2 AS, a private
limited liability company organized under the laws of Norway ("Norway Merger Sub
2"), Adama Charlie Sub, a Cayman Islands exempted company ("Cayman Merger Sub")
and the shareholders of FREYR Legacy named therein (the "Major Shareholders").
Pursuant to the Business Combination Agreement, (a) FREYR Legacy's wind farm
business (the "FREYR Wind Business") was transferred to Sjonfjellet Vindpark
Holding AS ("SVPH"), a private limited liability company incorporated by way of
a Norwegian demerger (the "Norway Demerger"), resulting in such business
becoming held by FREYR Legacy's shareholders through SVPH, (b) Alussa merged
with and into Cayman Merger Sub, with Alussa continuing as the surviving entity
and a wholly owned subsidiary of Pubco (the "Cayman Merger" and the "First
Closing"), (c) following the First Closing, Alussa distributed all of its
interests in Norway Merger Sub 1 to Pubco, (d) FREYR Legacy merged with and
into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving
entity (the "Norway Merger"), (e) Pubco acquired all preferred shares of Norway
Merger Sub 1 (which were issued in exchange for the FREYR Legacy convertible
preferred shares as a part of the Norway Merger) from certain former holders of
FREYR Legacy preferred shares in exchange for a number of newly issued shares of
Pubco and (f) Norway Merger Sub 1 merged with and into Pubco, with Pubco
continuing as the surviving entity (the "Cross-Border Merger") (the events in
(d), (e) and (f), the "Second Closing") (the transactions contemplated by the
Business Combination Agreement collectively, the "Business Combination").
Director Appointments
In accordance with the terms of the Business Combination Agreement, Maurice
Dijols resigned in his capacity as sole director of Pubco effective as of the
First Closing, and Pubco's sole shareholder elected the following persons as
directors of Pubco effective as of the First Closing: Daniel Luis Barcelo,
German Horacio Curá and Monica Tiúba Nogueira, and the following additional
persons effective as of the Second Closing: Torstein Dale Sjøtveit, Balazs Peter
Matrai, Olaug Svarva, Jeremy Todd Bezdek and Mimi Kristine Berdal.
Following the Second Closing, the board of directors of Pubco consisted of the
following persons:
Name Age Title
Torstein Dale Sjøtveit 66 Founder and Executive Chairman of the Board of Directors
Peter Matrai 48 Co-Founder and Director
Olaug Svarva 63 Director
Daniel Barcelo 51 Director
German Curá 58 Director
Monica Tiúba 42 Director
Jeremy Bezdek 47 Director
Mimi Berdal 62 Director
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Furthermore, following the Second Closing, the board of directors of Pubco
established three standing committees: an audit and risk committee, a
compensation committee and a nomination and corporate governance committee. The
members of Pubco's audit and risk committee are Monica Tiúba, Daniel Barcelo and
Olaug Svarva, and Monica Tiúba serves as the chairman of the audit and risk
committee. The members of Pubco's compensation committee are Jeremy Bezdek and
Mimi Berdal, and Jeremy Bezdek serves as the chairman of the compensation
committee. The members of Pubco's nomination and corporate governance committee
are German Curá and Olaug Svarva, and German Curá serves as chairman of the
nomination and corporate governance committee.
Reference is made to the disclosure described in the definitive proxy
statement/prospectus (the "Proxy Statement/Prospectus") included in the
Registration Statement on Form S-4 (File No. 333-254743), filed with the
Securities and Exchange Commission (the "SEC") on June 9, 2021 in the section
titled " Management of Pubco Following the Business Combination "beginning on
page 223 of the Proxy Statement/Prospectus, which is incorporated herein by
reference.
Director and Executive Officer Compensation
Prior to the First Closing, the sole shareholder of Pubco approved the
compensation to the directors and officers of Pubco as well as to the members of
the committees of the board of directors of Pubco as described below. Such
compensation is to be paid per annum on a 12-month basis.
· US$ 100,000 per annum to each director of the Company;
· US$ 35,000 per annum to the chairperson of the audit and risk committee and US$
20,000 per annum to each other member of the audit and risk committee;
· US$ 25,000 per annum to the chairperson of the compensation committee and US$
10,000 per annum to each other member of the compensation committee; and
· US$ 25,000 per annum to the chairperson of the nomination and corporate
governance committee and US$ 10,000 per annumto each other member of the
nomination and corporate governance committee.
The description of the compensation of the directors and executive officers of
Alussa and FREYR Legacy before the consummation of the Transactions and of the
compensation of directors and executive officers of Pubco following the
consummation of the Transactions is set forth in the Proxy Statement/Prospectus
in the section titled " Executive Compensation " beginning on page 230 of the
Proxy Statement/Prospectus and is incorporated herein by reference.
At the Alussa extraordinary general meeting of shareholders (the "Alussa Special
Meeting"), Alussa shareholders approved the 2021 Equity Incentive Plan (the
"2021 Plan"). The 2021 Plan was also approved by the sole director of Pubco
prior to the First Closing. The summary of the 2021 Plan set forth in the
Proxy Statement/Prospectus in the section titled "Executive Compensation" in
the subsection titled "Narrative Disclosure to Named Executive Officers Summary
Compensation Table-Pubco's 2021 Plan" is incorporated herein by reference.
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
In connection with the Transactions, on July 6, 2021 the Board approved and
adopted a new Code of Business Conduct and Ethics applicable to all officers,
directors, employees, hired-employees and consultants of employees in training
with Pubco. A copy of the Code of Business Conduct and Ethics can be found on
FREYR Battery's website at
https://ir.freyrbattery.com/governance/governance-documents/default.aspx. Pubco
intends to disclose future amendments to such code, or any waivers of its
requirements, applicable to any principal executive officer, principal financial
officer, principal accounting officer or controller or persons performing
similar functions or its directors on its website identified above or in a
current report on Form 8-K. Information contained on the website is not
incorporated by reference herein and should not be considered to be part of this
Current Report on Form 8-K. The inclusion of Pubco's website address in this
Current Report on Form 8-K is an inactive textual reference only.
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Item 7.01. Regulation FD Disclosure.
FREYR Battery announces material information to the public through a variety of
means, including filings with the Securities and Exchange Commission, press
releases, public conference calls, FREYR Battery's website
(www.freyrbattery.com), its investor relations website
(ir.freyrbattery.com/overview/), and its news site
(ir.freyrbattery.com/ir-news). FREYR Battery uses these channels, as well as
social media, including its Twitter account (@FREYRBattery), LinkedIn account
(www.linkedin.com/company/freyrbattery), and Youtube page
(https://www.youtube.com/channel/UCo0NLMtaYsf2HfnDe6XtFLw), to communicate with
investors and the public news and developments about FREYR Battery and other
matters. Therefore, FREYR Battery encourages investors, the media, and others
interested in FREYR Battery to review the information it makes public in these
locations, as such information could be deemed to be material information.
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