REMUNERATION POLICY FOR EXECUTIVE MANAGEMENT TEAM Soiltech ASA (Resolved by the Board of Directors on 12. August 2024 and extraordinary general meeting on 28. August 2024) 1.
INTRODUCTION This policy (the "Policy") is established in accordance with the Norwegian Public Limited Liability Companies Act (the "Companies Act") Section 6-16a and related regulations for remuneration of the executive management team, and it has been prepared by the board of directors (the "Board" or "Board of Directors") of Soiltech ASA (the "Company" and together with its direct and indirect subsidiaries, the "Group"). The principles in this Policy apply for the executive management team of the Group as defined in Section 6-16a of the Companies Act, as well as the members of the Board. The executive management team of the Group currently consists of the chief executive officer (the "CEO"), chief financial officer (CFO), chief operating officer (COO), VP Operations, VP People & Organization, VP HSSEQ & Sustainability and VP Technology & Newbuilds. This Policy shall also apply to any new members of the executive management employed after the date of this Policy. The Board of Directors can deviate from this Policy if required by regulatory requirements, material changes in the Group structure or ownership, if the CEO is to be changed, or if there are situations where the long-term interests of the Group require it. Any such deviations shall be approved by the Board of the Company, and the reason for such deviations shall be included in the minutes of the Board meeting. Deviations shall also be described in the remuneration report produced each year. The Board has taken an active role in establishing, reviewing, and executing these guidelines. The Board shall prepare a proposal for guidelines for resolution by the general meeting at least every fourth year. The general meeting shall decide on such proposals. Resolved guidelines may also be amended by way of resolution of subsequent general meetings. The guidelines approved by the general meeting shall be published on the Company’s website.
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PURPOSE The purpose of this Policy is to align interests between executives and the Company’s shareholders and stimulate a strong and enduring value-based culture and long-term interests, including long-term sustainability, profitability, and long-lasting growth in shareholder value. The remuneration of the executive management shall promote the achievement of good financial results and leadership in accordance with the Group’s values and business ethics and shall reflect the content and complexity of the executives’ position as well as the performance of the individual, at the same time as it attracts and retains these key individuals.
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REMUNERATION The remuneration for the executive management consists of fixed and variable salary and a share option plan. The Board targets to put in place a performance-based compensation system for leading employees through a long-term incentive plan in connection with listing at Euronext. Remuneration of executive management is a strategic tool for the Group to achieve its financial and operational goals while staying within its risk appetite to maximize shareholder value.