Notice is hereby given of the Annual General Meeting of Soiltech ASA to be held on May 20, 2026 at 09:00 (CEST).
The meeting will be held electronically. Login and registration from 08:00 (CEST) at https://dnb.lumiconnect.com/ Meeting ID: 100-444-851-327
1. Opening of the meeting and shareholder attendance overview
2. Election of the chair of the meeting
3. Election of one person to co-sign the minutes together with the chair
4. Approval of the notice of meeting and the agenda
5. Approval of the annual accounts for 2025 and the report of the board of directors
6. Approval of the remuneration of the directors
7. Approval of the remuneration of the Nomination Committee
8. Approval of the remuneration of the auditors
9. Advisory vote on Soiltech's executive remuneration report
10. Authorization to the board of directors to increase the share capital in connection with the Company’s long-term incentive plan
11. General authorization to the board of directors to increase the share capital
12. Authorization to the board to acquire own shares
13. Election of board
Soiltech ASA will hold the Annual General Meeting on 20 May 2026 at 09:00 (CEST) as a digital meeting, where shareholders will have the opportunity to participate electronically via PC, telephone or tablet. Instead of participating in the virtual meeting, shareholders can exercise their ownership rights by granting a proxy or advance voting by following the link below no later than 18 May 2026 at 16:00 (CEST).
The proxy can also be sent to genf@dnb.no or tove.vestlie@soiltech.no.
Through virtual participation, shareholders will receive a live webcast from the Annual General Meeting, the opportunity to ask written questions about the items on the agenda, and vote on each item. Secure identification of shareholders is done by using the unique reference number and PIN code
that is assigned to each shareholder and proxy in the Norwegian Securities Depository (Euronext VPS) for the general meeting.
Registration is not necessary for shareholders who want to participate through virtual participation, but to participate, shareholders or proxy must be logged in before the general meeting starts. Shareholders who cannot find their reference number or PIN code for logging in or have other technical questions can contact Soiltech through the following email address: genf@dnb.no.
Soiltech ASA is a public limited company subject to the rules of the Public Limited Companies Act. 8 758 077 shares have been issued in the company. Each share gives one vote at the general meeting, and the shares have otherwise equal rights. Shareholders have the right to attend the general meeting and vote for the number of shares the shareholder is registered as the owner of in the Norwegian Securities Depository on 12 May 2026.
Pursuant to Section 5-2 of the Norwegian Public Limited Companies Act, the right to participate and to vote at the general meeting may only be exercised by those who are shareholders five business days prior to the general meeting, i.e. 12 May 2026 (the registration date). Shareholders who wish to participate and vote at the general meeting must therefore be registered in VPS on the registration date or have notified and documented the acquisition of their shares as of the registration date. Shares that are acquired after the registration date do not give the right to participate and vote at the general meeting. If shares are held through a nominee in VPS, cf. Section 4-10 of the Norwegian Public Limited Companies Act, this notice will in accordance with Section 1-8 of the Public Limited Companies Act be sent to the nominee who shall pass on the notice to the beneficial owner. If the beneficial owner wishes to participate in the general meeting, the beneficial owner must ask the nominee to notify the Company of this within two business days prior to the date of the general meeting (i.e. by 18 May 2026). It is not a requirement to have shares transferred to a securities account in the beneficial owner's own name in order to vote at the general meeting.
The notice of the general meeting and the accompanying documents are posted on the company's website https://soiltech.no/investor/
Questions about the practical implementation of the general meeting or other questions can be directed to email genf@dnb.no.
Sandnes, April 17, 2026 for the board of directors of Soiltech ASA
Dag Schjerven Chair (Sign.)
1. Opening of the meeting and shareholder attendance overview
The general meeting will be opened by the chair of the board, Dag Schjerven, or the person he appoints.
2. Election of the chair of the meeting
The board of directors proposes that Dag Schjerven, or anyone proposed by him, is elected to chair the meeting.
3. Election of one person to co-sign the minutes together with the chair
A person to sign the minutes together with the chair of the meeting will be proposed at the general meeting.
4. Approval of the notice of meeting and the agenda
The board of directors proposes that the notice and agenda is approved.
5. Approval of the annual accounts for 2025 and the report of the board of directors
The board proposes that the following resolution is passed:
«The Board’s proposal for the annual accounts for 2025, the appropriation of the net income and the report of the board of directors No dividend is paid for 2025».
6. Approval of the remuneration of the directors
The board proposes that the following resolution is passed:
«Based on the proposal from the Nomination Committee, the remuneration of the Board of Directors is set to:
• Chair: NOK 500 000 per year
• Directors: NOK 275 000 per year
• Members of the Audit Committee: NOK 30 000 per year
• Members of the Compensation Committee: NOK 30 000 per year
«For their respective service periods, the remuneration of the directors is set to: Dag Schjerven NOK 566 301, Olaf Skrivervik, Eirik Flatebø, Karin Govaert and Mona Hodne Steensland Freuchen: NOK 325 890».
7. Approval of the remuneration of the Nomination Committee
The board proposes that the following resolution is passed:
“Based on the proposal from the Nomination Committee, the remuneration of Nomination committee is set to NOK 50 000 per year.
For their service periods, the remuneration to committee members is set as follows: Øivind Thorstensen, chair NOK 53 425 and Kristian Falnes NOK 53 425».
8. Approval of the remuneration of the auditors
The board proposes that the following resolution is passed:
«The remuneration of the auditors is set to NOK 1 146 000 for audit services and NOK 87 000 for other services»
9. Advisory vote on Soiltech's executive remuneration report
Pursuant to the Public Limited Companies Act, Section 16-6b, the board shall ensure that a report is prepared each year that provides a comprehensive overview of paid and outstanding salaries and remuneration covered by the Guidelines on setting salaries and other remuneration for executive personnel adopted by the general meeting pursuant to the Public Limited Companies Act, Section 6-16a. The Company's executive remuneration report can be found at www.soiltech.no
The report meets the requirements set out in the "Regulations on guidelines and report on remuneration for executive personnel" and the requirements for note information in the annual accounts pursuant to the Accounting Act, Sections 7-31b and 7-32. It follows from the Public Limited Companies Act, Section 6-16b, that the general meeting shall hold an advisory vote on the report.
The board proposes that the following resolution is passed:
«The General Meeting takes note of the executive compensation report for 2025».
10. Authorization to the board of directors to increase the share capital in connection with the Company’s long-term incentive plan
The board of directors proposes that the general meeting resolve to approve an authorization to increase the share capital, by replacing the existing authorization to increase the share capital by up to NOK 175,370 by issuing up to 1,349,000 new shares, previously provided by the general meeting on 24 April 2025.
The board proposes that the following resolution is passed:
“Authorization to increase the share capital in connection with the Company’s long-term incentive plan:
1. Pursuant to the public limited liability companies act section 10-14 the board of directors is granted an authorization to increase the share capital by up to NOK 110,500 by issuing up to 850 000 shares, each with a par value of NOK 0.13.
2. The authorization is valid up until the Company’s Annual General Meeting in 2027, but not later than 30 June.
3. The shareholders’ preferential rights to any new shares pursuant to the public limited liability companies act section 10-4 may be deviated from.
4. The authorization may be used one or more times for the purposes of issuing shares in accordance with and to meet the Company´s obligations vis-à-vis the employee incentive program. The board of directors concludes that the subscription terms are in accordance with the public limited liability companies’ act.
5. The authorization does not cover increase share capital increases against contribution of other assets than money.
6. The authorization does not cover resolution on merger pursuant to the public limited liability companies act section 13-5”
11. General authorization to the board of directors to increase the share capital
To secure financial flexibility in relation to, inter alia, operations, acquisitions, mergers and similar, the board of directors propose that the general meeting grants the board of directors a general authorization to increase the share capital in one or more intervals, limited to 20% of NOK 1,138,550 01, being the share capital in the Company
The board proposes that the following resolution is passed:
1. “The board is granted the authorization to increase the share capital by up to NOK 227,710 equivalent to approximately 20% of the Company's share capital in one or more share capital increases through issuance of up to 1 751 615 new shares, each with a nominal value of NOK 0.13.
2. The subscription price per share shall be fixed by the board in connection with each issuance.
Existing shareholders' pre-emptive rights to subscribe for and to be allocated shares may be derogated from, cf. the Norwegian Public Limited Liability Companies Act sections 10-4 and 10-5.
3. The authorization applies to share capital increases against cash contribution, contribution in kind and with rights to charge the Company with special obligations, as well as share capital increases in connection with mergers.
4. The authorization may be used in situations as described in the Securities Trading Act section 6-17.
5. The board is authorized to resolve such amendments to the Company's articles of association as the capital increase necessitates.
6. The authorization is valid up until the Company’s Annual General Meeting in 2027, but not later than 30 June. The authorization may be used one or several times.
7. The authorization replaces the authorization granted by the general meeting on 24 April 2025.”
12. Authorization to the board to acquire own shares
The board of directors proposes that the following resolution is passed:
“The General Meeting of Soiltech ASA hereby authorizes the Board of Directors to permit the Company to acquire shares in Soiltech ASA with a nominal value of up to NOK 113 855, divided between a maximum of 875 807 shares, provided that the Company’s holding of treasury shares does not exceed 10% of shares outstanding at any given time. The amount that may be paid per share shall be no less than NOK 15 and no more than NOK 150. The acquisition, disposal and sale of own shares may be carried out in the manner the board of directors finds appropriate, however not by subscription of own shares. This authorization shall apply from 20 May 2026 until the date of the Annual General Meeting in 2027.”
13.Election of board
The board proposes that the following resolution is passed:
“The current board consisting of Dag Schjerven (Chair) and the directors Olaf Skrivervik, Eirik Flatebø, Karin Govaert and Mona Hodne Steensland Freuchen is re-elected for a period of 2 years.”
Ref no: PIN-code:
Notice of Annual General Meeting
Annual General Meeting in Soiltech ASA will be held on 20.05.2026, 09:00 (CEST) as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: and vote for the number of shares registered in Euronext per Record date 12.05.2026
The deadline for electronic registration of advance votes, proxy and instructions is 18 May 2026 at 16:00 (CEST)
Electronic registration
Alternatively, “Form for submission by post or e-mail for shareholders who cannot register their elections electronically”.
Step 1 – Register during the enrollment/registration period:
• Either through the company's website www.soiltech.no using a reference number and PIN – code (for those of you who receive the notice by post-service), or
• Log in through VPS Investor services; available at https://investor.vps.no/garm/auth/login or through own account manager (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:
"Enroll" - There is no need for registration for online participation "Advance vote" - If you would like to vote in advance of the meeting "Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person "Close" - Press this if you do not wish to make any registration.
Step 2 – The general meeting day:
Online participation: Please login through https://dnb.lumiconnect.com/100-444-851-327 You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Carnegie Issuer Services by phone +47 23 26 80 20 (08:00 – 15:00 CEST).
If you log in after the meeting has started, you will be granted access, but without the right to vote.
Form for submission by post or e-mail for shareholders who cannot register electronically.
The signed form can be sent as an attachment in an e-mail* to genf@dnb.no (scan this form) or by post service to DNB Bank Carnegie Issuer Services, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 18 May 2026 at 16:00 (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secures the e-mail.
shares would like to be represented at the general meeting in Soiltech ASA follows (mark off):
☐ Proxy to the Chair of the Board of directors or the person he or she authorizes (mark “For”, “Against” or “Abstain” on the individual items below if you want the Proxy to be with instructions)
☐ Advance votes (mark “For” , “Against” or “Abstain” on the individual items below)
☐ Open proxy to the following person (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote):
(enter the proxy solicitors name in the block letters)
Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00 – 15:00 CEST) for login details.
Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting. Agenda for the Annual General Meeting date 20 May 2026
1. Opening of the meeting and shareholder attendance overview
3. Election of one person to co-sign the minutes together with the chair
4. Approval of the notice of meeting and the agenda
5. Approval of the annual accounts for 2025 and the report of the board of directors
6. Approval of the remuneration of the directors
7. Approval of the remuneration of the Nomination Committee
8. Approval of the remuneration of the auditors
9. Advisory vote on Soiltech's executive remuneration report
10. Authorization to the board of directors to increase the share capital in connection with the Company’s long-term incentive plan
11. General authorization to the board of directors to increase the share capital
12. Authorization to the board to acquire own shares
TheGroup'srevenuemainlyderivesfromthesaleofservicesrelatedtofluidtreatment,solidwastehandling, cleaningservicesandassociatedservices,forcustomerswithintheoil&gasindustry.Thekeyelementofthe servicedeliveriesisthedeploymentandoperationofwastetreatmentandhandlingequipmentatthecustomer's site
Report on the Audit of the Financial Statements Opinion
We have audited the financial statements of Soiltech ASA, which comprise: the financial statements of the parent company Soiltech ASA (the Company), which comprise the balance sheet as at 31 December 2025, the statement of profit and loss,statement of changes in equity and statement of cash flows for the year endedand notes to the financial statements, including a summary of significant accounting policies, and the consolidated financial statements of Soiltech ASA and its subsidiaries (the Group), which comprise the statement of financial positionas at 31 December 2025, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to theconsolidatedfinancial statements, including material accounting policy information.
In our opinion
the financial statements comply with applicable statutory requirements, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2025, and its financial performance for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practicesgenerally accepted in Norway, and the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) as applicable to audits of financial statements of public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of Soiltech ASA for 4 yearsfrom the election by the general meeting of the shareholders on 31 March 2022 for the accounting year 2022.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.
PricewaterhouseCoopersAS, org.no.: 987 009 713 MVA, Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap Advokatfirmaet PricewaterhouseCoopers AS, Org.no.: 988 371 084 MVA, Medlemmer av Advokatforeningen. advokatfirmaet@pwc.com PwC Tax Services AS, Org.no.: 962 066 321 MVA, Autorisert regnskapsførerselskap, Medlem av Regnskap Norge Kanalsletta 8, Postboks 8017, NO-4068 Stavanger, T: 02316 (+47 952 60 000) www.pwc.no
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report is consistent with the financial statements and contains the information required by applicable statutory requirements.
Our opinion on the Board of Directors' report applies correspondingly to the statement on Corporate Governance.
Responsibilities
of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and fair view in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU. Management is responsible for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements of the Company use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations. The consolidated financial statements of the Group use the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control.
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Soiltech ASA, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the annual report, with the file name Soiltech_ASA-2025-12-31-1-en.zip, have been prepared, in all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
Stavanger, 14 April 2026
PricewaterhouseCoopers AS
Roy Henrik Heggelund
State Authorised Public Accountant
1. Introduction
Pursuant to Section 6-16(b) of the Norwegian Public Limited Liability Companies Act and related regulations, Soiltech ASA publishes this report on executive remuneration. This report provides detailed information on the remuneration of the Chief Executive Officer (CEO), the corporate management team, and the Board of Directors.
Soiltech’s Guidelines on Salary and Other Remuneration to Leading Personnel were approved by the General Meeting on 28 August 2024. These guidelines must be reviewed and re-approved by the general meeting if significant changes occur, or at least every four years. Since no significant changes are proposed for 2025, the company will not propose to update to these guidelines at this year’s Annual General Meeting.
The remuneration of the CEO and the corporate management team in 2025 was in accordance with the adopted guidelines.
2. Company Performance in 2025
Throughout 2025, Soiltech delivered a strong operational and financial performance, supported by the start-up and execution of several new projects and a continued strong demand for the Company’s technologies. The Company’s solutions enable customers to reduce their operating costs while contributing to waste reduction, waste recovery and reuse.
Key highlights of 2025 include:
• Revenue growth of 46% year- over-year, with increased activity in both business segments:
o 11% increase in the Fluid Treatment
o 132% increase in Solid Waste Management
• Successful mobilisation and execution of key projects during the year, demonstrating strong operational capacity and business scalability.
• Securing several major contracts, providing a solid foundation for continued growth and value creation.
In 2025, Soiltech recorded four near-miss incidents and two first aid cases, with no recoverable incidents. This represents an improvement in safety performance compared to the previous year. Reported incidents were followed up with appropriate actions, reinforcing our commitment to continuous improvement and a proactive safety culture.
3. Remuneration of Corporate Management
3.1
Fixed Remuneration
The salaries of the corporate management team reflect, amongst other things, the remuneration of similar positions in the industry in which the company operates, considering the Company’s status as a listed company on Oslo Børs.
The total remuneration package for the CEO and corporate management is determined based on:
• Soiltech’s Guidelines on Salary and Other Remuneration to Leading Personnel Benchmarking against comparable positions in the industry
• Soiltech’s financial performance and business environment
• The Company’s size, complexity and obligations as a listed company on Oslo Børs
The company reviews the fixed salaries annually.
Additional fixed benefits include:
• Life insurance and health insurance
• Car allowance
• Mobile phone coverage
• Broadband coverage
3.2 Pension Plan
The CEO and corporate management participate in the company’s collective defined contribution plan, with the following standards:
• General contribution of 5.5% for earnings up to 12G
• 8.5% for earnings between 7.1G and 12G
• As of 1 May 2025, 1G (Grunnbeløpet) was NOK 130,160
The company does not offer early retirement plans, individual pension agreements, or any exclusive pension arrangements for leading personnel.
3.3 Variable Remuneration
A performance-based bonus incentive scheme linked to company-level KPIs was implemented for the 2025 financial year. The scheme applies to permanent onshore employees, including members of the corporate management team.
The purpose of the scheme is to align employee interests with those of the Company and its shareholders, strengthen the link between remuneration and annual performance, retain key employees, while ensuring competitive remuneration at a sustainable cost level.
For 2025, the maximum bonus level was set to 10% of base salary. The KPIs were determined by the Board based on a recommendation from the Compensation Committee and included financial, operational and HSSEQ-related performance criteria.
For 2025, the board resolved to pay the maximum bonus of 10%, based on the achieved KPII results. The bonus has been accrued for in the annual accounts, and will be payable following the approval of the annual accounts.
3.4 Overview of Remuneration Paid and Accrued
In accordance with the code of conduct for corporate governance recommended by Oslo Børs; salary, benefits in kind, pension contributions and short and long -term incentives are specified below.
1 Includes fixed salary and accrued holiday pay.
2 Includes car allowance, insurance, free telephone, etc.
3 Bonuses for 2025 has been accrued for but not paid.
3.5
For Soiltech Group, the increase in average remuneration from 2024 to 2025 is primarily related to increased personnel costs associated with the start-up and execution of several large projects during the year.
For the parent company, Soiltech ASA, the change in average remuneration is mainly attributable to market benchmarking, salary adjustments made to ensure competitive remuneration levels following the Company’s listing on Oslo Børs in 2024 and the associated increase in responsibilities , as well as the implementation of a performance-based bonus incentive scheme for 2025.
The bonus for 2025 is based on predefined performance criteria and is subject to Board approval in connection with the approval of the 2025 annual financial statements. Any approved bonus will be paid in 2026.
3.7 Change in the company's profits over the last five financial years
3.8 Overview of number of shares for senior executives
AS, Associated with Glenn
Tove Vestlie
4. Board of Directors’ Remuneration
4.1 Remuneration to the Board of Directors
The remuneration for the board is reviewed periodically.
The remuneration for 2025 and 2024 is stated below.
2024 (As resolved in General meeting 04.04.2024).
Govaert, elected 28.08.2024
Carsten Brückner, resigned 22.07.2024
4.2 Development board fees over the last five financial years
The 2024 board remuneration reflects fees earned between the 2023 and 2024 Annual General Meetings. In 2023, the Company’s CEO also served as Executive Chair and did not receive separate board compensation, contributing to the increase from 2024 to 2025. The increase in board remuneration from 2024 to 2025 also reflects an adjustment of board fees following the Company’s listing on Oslo Børs in September 2024. The adjustments were made to align the remuneration with market practice for listed companies of comparable size, complexity and governance requirements.
4.3 Number of shares by board members
Name
Skagenkaien Investering AS, Associated with Mona H.S. Freuchen Pima AS, Associated with Eirik Flatebø Riverborg B.V, Associated with Karin Govaert Olaf Skrivervik
Dag Schjerven
5. Long-term share incentive programme (LTIP)
The purpose of the company’s long-term share incentive programme is to secure alignment with the interests of the shareholders.
• The LTIP has been in place since 2012
• All onshore employees are eligible, with options granted upon employment
• The strike price is set to the market value of the share at the time of the award
• 1/3 of the options may be exercised within one, two and three years after the award
• The duration of the Option is 5 years
• The strike price of awarded options ranges from NOK 11 to NOK 82.
5.2 Financial Impact
The net accounting impact of the LTIP in 2025 was a cost of NOK 2.5 million, due to a increase in Soiltech’s share price in 2025. As of 31.12. 2025, the corresponding liability was NOK 1 9 million compared to NOK 0 1 million in 2024
5.3 Share options held by the corporate management team
5.4 Share options held by the board of directors
Til generalforsamlingen i Soiltech ASA
Uavhengig revisors attestasjonsuttalelse om rapport om lønn og annen godtgjørelse til ledende personer
Konklusjon
Vi har utført et attestasjonsoppdrag for å oppnå betryggende sikkerhet for at Soiltech ASAs rapport om lønn og annen godtgjørelse til ledende personer (lønnsrapporten) for regnskapsåret som ble avsluttet 31. desember 2025, er i samsvar med allmennaksjeloven § 6-16b og tilhørende forskrift.
Etter vår mening er lønnsrapporten i det alt vesentlige utarbeidet i samsvar med allmennaksjeloven § 6-16b og tilhørende forskrift.
Styrets ansvar
Styret er ansvarlig for utarbeidelsen av lønnsrapporten og for at den inneholder de opplysninger som kreves etter allmennaksjeloven § 6-16b og tilhørende forskrift. Styret har også ansvar for slik intern kontroll som det finner nødvendig for å utarbeide en lønnsrapport som ikke inneholder vesentlig feilinformasjon, hverken som følge av misligheter eller feil.
Vår uavhengighet og kvalitetsstyring
Vi er uavhengige av selskapet slik det kreves i lov, forskrift og International Code of Ethics for Professional Accountants (inkludert internasjonale uavhengighetsstandarder) utstedt av the International Ethics Standards Board for Accountants (IESBA-reglene), og vi har overholdt våre øvrige etiske forpliktelser i samsvar med disse kravene. Vi anvender internasjonal standard for kvalitetsstyring (ISQM) 1 «Kvalitetsstyring for revisjonsforetak som utfører revisjon eller forenklet revisorkontroll av regnskaper, eller andre attestasjonsoppdrag og beslektede tjenester», og opprettholder et omfattende system for kvalitetskontroll inkludert dokumenterte retningslinjer og prosedyrer vedrørende etterlevelse av etiske krav, faglige standarder og gjeldende lovmessige og regulatoriske krav.
Revisors oppgaver og plikter
Vår oppgave er å gi uttrykk for en mening om lønnsrapporten inneholder de opplysninger som kreves etter allmennaksjeloven § 6-16b og tilhørende forskrift, og at opplysningene i lønnsrapporten ikke inneholder vesentlig feilinformasjon. Vi har utført vårt arbeid i samsvar med internasjonal attestasjonsstandard (ISAE) 3000 –«Attestasjonsoppdrag som ikke er revisjon eller forenklet revisorkontroll av historisk finansiell informasjon».
Vi har gjort oss kjent med retningslinjene om fastsettelse av lønn og godtgjørelse til ledende personer som er godkjent av generalforsamlingen. Våre handlinger omfattet opparbeidelse av en forståelse av den interne kontrollen som er relevant for utarbeidelse av lønnsrapporten for å utforme kontrollhandlinger som er hensiktsmessige etter omstendighetene, men ikke for å gi uttrykk for en mening om effektiviteten av selskapets interne kontroll. Videre utførte vi kontroller av fullstendigheten og nøyaktigheten av opplysningene i lønnsrapporten, herunder om den inneholder de opplysningene som kreves etter lov og tilhørende forskrift. Vi mener at innhentet bevis er tilstrekkelig og hensiktsmessig som grunnlag for vår konklusjon.
PricewaterhouseCoopers AS, org.no.: 987 009 713 MVA, Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap Advokatfirmaet PricewaterhouseCoopers AS, Org.no.: 988 371 084 MVA, Medlemmer av Advokatforeningen. advokatfirmaet@pwc.com PwC Tax Services AS, Org.no.: 962 066 321 MVA, Autorisert regnskapsførerselskap, Medlem av Regnskap Norge Kanalsletta 8, Postboks 8017, NO-4068 Stavanger, T: 02316 (+47 952 60 000) www.pwc.no
