Remuneration policy for Executive Management (Top Management)

 [Subject to approval by the general meeting of the company 20 May 2026]

1     Overview

This policy (the “Policy”) on executive remuneration is prepared by the board of directors (the “board”) of Endúr ASA (the “company”) in accordance with Section 6-16a of the Norwegian Public Limited Liabilities Companies Act as applicable per 1 January 2026 (“NPLCA”). The Policy is subject to approval by the annual general meeting on 20 May 2026, and amends and replaces the previous policy as adopted by general meeting on 20 May 2025. The Policy is applicable to remuneration accrued from 1 January 2026.

The total remuneration for the CEO and the other executives (the “executive management”) consists of annual base salary, variable pay, pension scheme and other benefits (for example car allowance, mobile phone, computer etc.).

Members of the executive management are also invited to purchase shares in the company as part of the company’s general employee share purchase program, which is available to all employees of the company and its subsidiaries on the same terms and conditions as non-executives. As this program is not limited to the executive management, it is not further described in this Policy.

2     Remuneration policy for the executive management

2.1       General remarks 

The remuneration of the executive management is an important instrument for aligning the interests of the executive management with those of the company. The Policy shall therefore be approved by the General Meeting and made available on the company’s website.

The purpose of the Policy is to support the company’s business strategy, long-term interests, and sustainability. Further, the Policy shall encourage a strong and sustainable performance-based culture, growth, shareholder value over time, and responsible business practices aligned with the company’s values. The total remuneration level shall be in line with the relevant market level for peers within the industry but shall not be market leading.

2.2       The decision-making process

The Board of Directors has the overall responsibility for the forms of remuneration of the executive management.

The Company shall have a Remuneration Committee which consists of two or three members elected from the members of the board. The Committee oversees and puts forth proposals and recommendations to the board on the compensation of the executive management.

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

The Remuneration Committee shall, in accordance with its mandate, among other things:

  • Prepare matters and make recommendations to the board regarding the remuneration of, and other matters relating to, the Company’s executive management.
  • Recommend guidelines for remuneration and employment conditions for the Company’s executive management, to be approved by the board. The Guidelines shall cover:
  • The relationship between base salary and variable remuneration, including short and long term incentive programs, and the relation between performance and compensation,
  • The main conditions for short – and long term incentive programs, and
  • The main conditions for non-financial benefits, pension, termination, and severance pay.

The Remuneration Committee shall in its recommendations to the board ensure that remuneration of executive management through equity incentive programs, bonus programs or similar variable remuneration, if adopted, is closely related to value creation for the shareholders and the Company’s long-term performance. The payment of variable remuneration should be based on measurable parameters that the relevant leading personnel can influence.

2.3       Annual base salary 

The executive management are compensated based on individual criteria, including each executive’s role, experience, and competence. All executives are evaluated annually. The total compensation level purposes to attract and retain executives, and to maintain a compensation level which for each individual is competitive compared to market conditions for the relevant position and individual.

Endúr ASA applies standard employment contracts and standard terms and conditions regarding notice period and severance pay (6 to 12 months), which shall be deductible to other income.

Internal board assignments and similar internal positions are not remunerated separately. External assignments shall be approved by the CEO or by the board.

2.4       Variable remuneration

Variable remuneration is a central element of the company’s remuneration policy and shall ensure that leading personnel are retained in the company, and evaluated and recognized for their contribution to value creation, profitable growth, and long-term shareholder value.

2.4.1 Bonus scheme for key employees

The board of Endúr ASA has established a new discretionary bonus scheme comprising the executive management as well as key employees of the group subsidiaries with genuine and direct influence on the operational performance and financial results of the company. The new scheme replaces the former.

The purpose of the Bonus Scheme is to attract, motivate and retain key employees, and to align the interests of the executive management and certain key employees of the group subsidiaries with those of the group and its shareholders. Each year, the board, based on a recommendation from the Compensation Committee, determines a framework defining bonus thresholds and bonus pools for the relevant bonus year. Participation is decided on a discretionary basis, taking into account the employee’s strategic importance, individual performance and potential, and the need to retain critical competence.

Annual bonus is determined in arrears based on the group’s financial results, the relevant business unit’s performance, individual achievements, and the board’s overall discretion . The maximum annual bonus for each participant may be expressed as a percentage of base salary or as a nominal cap.

Bonus for each bonus year is paid in three equal annual instalments over the three years following the bonus year (N+1, N+2 and N+3). Payment of each instalment is conditional upon the employee remaining in active, non-terminated employment at the time of payment. Unvested instalments will as a main rule lapse without compensation if this condition is not met, subject to limited exceptions (retirement, death, or permanent disability) and the Board’s discretionary authority.

One-third of the accrued amount will be paid together with salary in the following fiscal year (N+1, following the approval of the annual accounts), while the remaining two-thirds will be settled in shares in equal instalments over the subsequent two years (N+2 and N+3). The basis for the calculation of bonus is a predefined target for EBITA (GAAP for subsidiaries and IFRS for the parent company). The calculated bonus amount is considered a gross expense for the Company and includes holiday pay and employers’ contribution. The calculated bonus amount does not form the basis for pension contributions.

For the group subsidiaries, when EBITA is achieved in excess of the hurdle, 3 % of the hurdle-level EBITA, as well as 35 % of the EBITA achieved in excess of the hurdle level, is added to a bonus pot for allocation among key employees. The calculated bonus pot is to be considered an aggregated maximum and may be subject to more detailed measurement rules. The bonus pot may be reduced by up to 20 % if predefined sustainability performance measures are not met. The sustainability performance measures are waste source separation rate, lost time injury frequency, near-miss rate frequency and sick leave. The bonus payment shall be limited to a maximum of two times base salary for the executive management and three times base salary for the key employees of group subsidiaries included in the scheme. The group shall also remain compliant with all loan agreement requirements (“covenant compliant”) following any bonus payment or allocation.

Bonus for executive management in Endúr ASA is calculated on the basis of EBITA after deduction of subsidiary bonus allocations, applying the same parameters as set out for the subsidiaries.

The board may at any time resolve to amend, suspend or discontinue the Bonus Scheme for future bonus years.

2.4.2 Share option program for executive employees   

There are currently no share option programs involving the issuance of new options beyond those described below. However, the board may consider launching new programs in the future, in which members of the executive management may be included.

In December 2024, the board resolved to implement a new long-term incentive program for the executive management and key employees, pursuant to the authorization granted by the annual general meeting on 23 May 2024. Under this program, 2,450,000 share options were granted. The options have a five-year vesting period and may be exercised during a subsequent two-year period, subject to continued employment. Upon exercise, 50% of the shares are subject to a lock-up period, which is gradually lifted over five years following vesting. As of year-end 2025, a total of 2,450,000 share options and/or warrants remained outstanding under the program.

The objective of the incentive program is to align the interests of key personnel with those of the Company’s shareholders by creating a shared focus on long-term value creation. The program is designed to enhance commitment to the Company’s long-term performance, incentivize individual contribution, and support the recruitment and retention of key talent.

The share option program for executives and key employees, originally resolved by the board in 2021, was discontinued in 2024. As of year-end 2025, a total of 426,317 share options and/or warrants remained outstanding under the program.

2.5       Pension Scheme

Members of the executive management are members of the standard pension and insurance schemes on the same terms and conditions as non-executives in the country of employment. Members of the executive management are not entitled to early retirement pension.

2.6       Payment in kind

Executive management may receive other benefits which are common for similar positions in the industry, such as inter alia, free phone and mobile phone plan, internet subscription, and car allowance.

Executive management are 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 shall be set based on prevailing market practice and individual circumstances, and shall at all times be reasonable and proportionate in relation to the recipient’s position and responsibilities.

2.7       Payments after contract termination

The CEO has waived his right to statutory employment protection in exchange for severance pay equivalent to 12 months’ base salary following the expiry of the notice period. Currently no other member of the group management has right to severance pay, but this opportunity may be utilized on an individual basis.

The CEO has a six-month notice period.

3     Renumeration policy for the board of directors

3.1       The main principles for remuneration to the Board of Directors

In accordance with NUES and as set out in the Nomination Committee’s guidelines, the remuneration to the board shall reflect the board’s responsibilities, competence, workload, and the complexity of its tasks. When determining the level of remuneration, the remuneration received by board members in comparable companies shall serve as a reference point.

The chairperson of the Board shall be remunerated separately.

3.2       The decision-making process

Remuneration of the members of the board shall be adopted by the General Meeting based on a recommendation from the Nomination Committee.

The Nomination Committee shall at all times comply with NUES.

3.3       Details on the remuneration of the Board of Directors

The members of board shall receive a fixed annual remuneration for their service on the Board.

Board members who are also members of the sub-committees of the board shall receive separate remuneration for such service. Remuneration for positions in the Audit Committee and the Remuneration Committee shall be a fixed annual amount.

4     Consideration of the remuneration arrangements for other employees

In preparing this Policy, the board has taken into consideration the remuneration arrangements applicable to the company’s other employees, including employees of the group subsidiaries, with regard to the overall structure, levels and conditions of remuneration.

The board has in particular considered the following:

  • Consistency of remuneration principles: As for the executive management, the remuneration for other employees is based on responsibility, competency, experience and results. The same fundamental principles for determining base salary apply across the organisation, with annual adjustments determined on the basis of wage developments in comparable companies and in society generally.
  • Proportionality:The board has assessed the ratio between the remuneration of leading personnel and the remuneration of other employees to ensure that the overall remuneration structure is balanced and proportionate, and does not create unjustified disparities within the organisation.
  • Variable remuneration:Other employees may be invited to participate in the company’s short-term incentive program or in individual bonus programs applicable in the group subsidiaries.
  • Benefits:With respect to pension, insurance and other benefits, leading personnel are covered by the same arrangements as those available to the company’s other employees.

The board is satisfied that the overall remuneration structure for leading personnel is consistent with, and proportionate to, the general remuneration arrangements applicable to the company’s other employees, and that the Policy supports a cohesive and fair remuneration framework across the organisation.

5     Annual remuneration report

The company shall for each financial year prepare and publish a remuneration report in accordance with NPLCA Section 6-16b. Such report shall be considered by the company’s General Meeting and shall be subject to an advisory vote by the General Meeting in accordance with NPLCA Section 5-6 (4). If the shareholders vote against the remuneration report, the company shall explain, in the following remuneration report, how the vote of the shareholders has been taken into account. The company shall prepare the first remuneration report pursuant to this Policy for the financial year 2025.

The notes to the financial statements for the financial year 2025 include an overview of the remuneration paid to the executive management.

6     Temporary deviations from the applicable remuneration policy

The board may only deviate from any element of the Policy in exceptional circumstances where such deviation is necessary to serve the long-term interests and sustainability of the company, cf. NPLCA Section 6-16a (4).

Any deviation shall be explained and justified by reference to the interests of the company and its shareholders, including the need to retain members of the executive management.

Any deviation shall be assessed by the board on a case-by-case basis, taking into account the specific circumstances and the individual employee concerned.

The remuneration report shall include information on any remuneration awarded under such exceptional circumstances.

Deviations that are not of a temporary nature shall be incorporated in a revised version of the Policy and submitted to the General Meeting for approval.

7     Amendments

In the event of updates to the Policy, any significant changes shall be described and explained in detail. The Policy shall also specify and explain how the shareholders’ views on the Policy, the voting result of the General Meeting and the remuneration report since the last vote on the Policy have been taken into consideration.

The Policy shall be considered and approved by the General Meeting whenever any significant change is made, and in any event at least every four years.

8     Publication of the remuneration policy

The Policy shall be dated as of the date of its approval by the General Meeting and shall be made available on the company’s website (www.endur.no), together with the voting results, for a period of ten years.