Aquila : Renumeration report 2023

AQUILA HOLDINGS ASA

REPORT ON REMUNERATION TO EXECUTIVE MANAGEMENT AND BOARD MEMBERS FOR 2023

Advisory vote to the Annual General Meeting on 23 May 2024

Introduction

This report on remuneration to Executive Management (the "Report") is prepared by the Board of Directors of Aquila Holdings ASA (the "Company" and together with its subsidiaries the "Group"). The Report has been prepared in accordance with the Norwegian Public Limited Liability Act 1997 section 6-16b, the Norwegian Regulation on Guidelines and Report on Remuneration of Leading Employees of 2020 (Forskri om retningslinjer og rapport om godtgjørelse for ledende personer) section 6and the Norwegian Accounting Act section 7-31b.

The Report comprises the Company's remuneration for the Interim CEO and CFO and the members of the Board of Directors who are or have been employed or engaged by the Company in the 2023 nancial year. The purpose of the Report is to provide a comprehensive, clear, and understandable overview over awarded and due gross salary and remuneration to Executive Management and board members for the last nancial year and disclosing that the remuneration are in compliance with the Company's Remuneration Guidelines Executive Management and the Board of Director's adopted by the Company's Extraordinary General Meeting on 30 September 2021 as well as the Company's performance in 2023.

The annual general meeting in May 2023 had the following resolutions: "The General Meeting endorses the remuneration report 2022."

This report provides details, both in total and individualized, on the remuneration of the Company's Executive Management as well as the remuneration received by members of the Company's board of directors in their capacity as board members in the Company.

Remuneration for the members of the board of directors of the Company is covered in section 6 of this Report.

Overall Group performance in 2023

The 2023 Group's revenues of USD 8.2 million are higher than the previous year's revenues of USD 7.3 million. The revenues for 2023 are mainly related to the reprocessing of the Utsira data library. The 2022 revenues related to the multi-client Utsira project of USD 5.7 million and the

rst late sales from multi-client Gulf of Suez project of USD 1.6 million.

Changes in fair value for investment in 2023 was loss of USD 0.3 million compared to loss of USD 13.4 million in 2022.

EBIT for the Group in 2023 was negative with USD 7.7 million compared to negative of USD 0.3 million in 2022. Increased cost of sales, increased amortization of the multi-client libraries and a change in fair value of the earn-out contract on the sale of the node business to Magseis Fair eld are the main drivers for the negative EBIT.

Net nancial expenses were USD 408 thousand in 2023 compared to net nancial income of USD 99 thousand in 2022.

The Group had a loss of USD 8.1 million in 2023 compared to a pro t of USD 1.4 million in 2022.

Further details on the Company's performance in 2023 are presented in the Groups consolidated Annual Report for 2023.

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Compliance with the remuneration guidelines and application of performance criteria

A prerequisite for the successful implementation of the Company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company can recruit and retain quali ed personnel. Consequently, the Company o ers competitive remuneration, and the Company's Remuneration Guidelines enable the Company to o er Executive Management such competitive remuneration. Under the Company's Remuneration Guidelines, the remuneration of Executive Management shall ensure alignment between performance and remuneration.

Further, the purpose of the executive remuneration is to align the interests between executive management and the Company's shareholders as well as stimulating a strong and enduring pro t-oriented culture with the aim to contribute to share price growth. The Executive Management remuneration shall promote the achievement of good nancial results and leadership in accordance with the Company's values and business ethics. Furthermore, it shall re ect the content and complexity of the executives' position as well as the performance of the individual.

The salary program consists of the following components:

• A xed salary
• Standard employee pension and insurance coverage,
• A variable salary element (if in place)
• and share incentive programs (if in place for one board member as of December 2023).

The xed salary for executives shall be in line with the market level for corresponding positions in the industry and be based on responsibilities, expertise, and performance.

Overview of the application of the remuneration guidelines in 2023 Variable salary program

The variable salary program has two main components. The rst component is payment of a cash bonus depending on the Company's overall performance as determined by the Board of Directors. The second component is payment of a cash bonus based on the o cer's personal achievement, including evaluation of the o cer's contribution to the Company's value creation and development. These components may total up to a maximum of 100% of the xed salary.

Share incentive program

A share option plan was approved by the extraordinary general meeting on 30 September 2021. The Executive Management is part of this plan.

The Company's share option plan is designed to create an ownership culture to ensure alignment between shareholders and the Executive Management. The option plan is an important tool to a ract and retain high caliber Executive Management.

The share option plan includes the following components: A total of 5,000,000 options may be granted to members of Executive Management and other employees, as well as others with an

• liation to the Company. Granted options vest over a four-year period with equal proportions each year, giving a right to a maximum of 5,000,000 shares in the Company, equivalent to approximately 2.1 percent of the total outstanding shares.

Pension plan and insurance

The Company has established a pension scheme in accordance with the Norwegian Occupation Pension Act. The pension scheme is based on a de ned contribution pension plan for all Norwegian employees, including the Executive Management in Norway. The pension scheme covers salaries up to 12G.

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The Company compensates the Executive Management and their families, as de ned as close associates pursuant to the Norwegian Securities Trading Act section 2-5 no. 1 and 2, for health and life insurance plans in line with standard conditions for executive positions, in addition to the mandatory occupational injury insurance required under Norwegian law.

Bene ts

Members of the Executive Management may be o ered bene ts that are common for comparable positions. These bene ts may include free telephone subscription, free broadband service, newspapers, and a personal computer. No special restrictions have been de ned regarding other bene ts that can be agreed on.

The Board of Directors has not granted any options to employees or others a liated with the Company following the power of a orney received 30 September 2021.

The Company has not had a variable salary program in place for the Executive Management for 2023. However, this may be implemented in future periods.

Compliance with Section 6-16b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation, which was adopted by the Extraordinary General Meeting on 30 September 2021, can be found on the Company's website www.aquilaholdings.no. The auditor's report regarding the Company's compliance with the Remuneration Guidelines is available on the website.

The Remuneration Guidelines have been implemented. No deviations from the Remuneration Guidelines have been decided and no derogations from the procedure for implementation of the Remuneration Guidelines have been made.

No remuneration has been reclaimed by the Company during the reported nancial year.

Total remuneration to the Company's Executive Management

Table 1 below sets out the Company's total remuneration for 2023, split by categories, paid and due to each of the current or previous Executive Management.

Table 1 - Total remuneration the Company's Executive Management for 2023 and 2022

USD thousands

Name of management Executive, position

Nils Haugestad,

CFO *1

Rick Dunlop, EVP

Operations *2

			Fixed remuneration	Variable remuneration					Proportion of
	Reported				Other	One-year	Multi-year		Extraordi		Total	fixed and
	Financial					nary	Pensions	remunera	variable
	year	Base		Fees	Benefits	variable	variable		items	expenses	tion	remuneration
	2023		227	-	2	-	-	-	18	247	100/0
	2022		249	-	2	-	-	-	19	270	100/0
	2023		N/A	N/A	N/A	N/A	N/A		N/A	N/A	N/A	N/A
	2022		88	-	9	-	-	-	-	97	100/0

*1 Nils Haugestad started as CFO 1 April 2020, acting CEO from 3 December 2021 *2 Rick Dunlop was EVP Operations till 1 April 2022

Share based remuneration

If the board member resigns from his/hers position as a board member of the Company or does not make himself available for re-election in the Company Board of Directors, both vested and unvested options, shall become void and unenforceable.

If the board member otherwise must resign from the position or is not re-elected as a Board of Director's member, the board member shall retain options which have been vested on the date

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of the resignation from the board, but not options which have not been vested. Upon exercise of the options which vested in 2022, the board member shall pay to the Company a price per share of NOK 1.70, and upon exercise of the options which vested in 2023, the board member shall pay to the Company a price per share of NOK 1.90. These prices shall be adjusted for dividends paid to the shareholders. The options may be exercised for each vesting period and within 5 years therea er. As of 31 December 2023, only one board member has options.

At the same Extraordinary General Meeting, the following was approved:

• The board of directors may during a period of 3 years from the date of this Extraordinary

General Meeting grant certain employees and others who are a liated with the Company, options of an aggregate number of 5,000,000 (each an "Option Holder") on the following terms:

• The options vest over a period of four years, so that 25% vest at the expiry of each year from the allocation date (each a "Vesting Period"). Upon exercise of the options the Option Holder shall pay to the Company a consideration per share equaling the share price per the allocation date, adjusted for dividends subsequently paid to the shareholders. The options may be exercised by the Option Holder from each Vesting Period up until two years a er expiry of the last Vesting Period. Other terms applicable under the option program shall be subject to the board's decision, hereunder including, inter alia, terms in connection with the Option Holder's resignation from position, acceleration of options in case of change of control in the Company, etc. as well as option agreements.

The Board of Directors has not granted any options to any employees or others a liated with the Company a er the power of a orney granted in the Extraordinary General Meeting on 30 September 2021.

Remuneration to the Board of Directors

This section describes the remuneration provided to the Company's board members in their capacity as the Company's board members.

The proposal for remuneration of the Board of Directors is, pursuant to the Company's Articles of Association, prepared by the Company's Nomination Commi ee. The Company's board member remuneration is resolved by the Company's Annual General Meeting.

On an annual basis, each member of the Board of Directors receives a	xed fee determined by
the Annual General Meeting. Members of the Board of Directors' commi	ees receive a xed

annual fee in addition to the ordinary board fee. In addition, travel expenses are reimbursed on account.

The Company's board members are included in the share-based remuneration programs. In the Extraordinary General Meeting on 30 September 2021, two board members of the were granted a total of 1,600,000 options, which vests over a two-year period, giving a right to purchase 1,600,000 shares of the Company, equivalent of approximately 0.67 percent of the total outstanding shares. Please refer to section 'Share Based Renumeration' in this document for further details. A summary of the Board of Directors remuneration (amounts in USD 1,000) is provided below. As of 31 December 2023, one board member has been granted options.

Table 2 - Total remuneration of Board of Directors in the Company in in 2023 and 2022

USD thousands

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			Number of	Cost for	Cost for
Name of board			options	options	options	Number of
member	Positions	Period	held	2023	2022	shares held	Type of remuneration	2023	2022
	Chair	From					Regular board remuneration	38	36
	Board	18.8.2022
	member	From					Remuneration of the audit
Nina Skage *1		2.7.2019	-	N/A	N/A	-	committee	5	5
		From
		23.6.2021
		to
Gisle Grønlie *2	Chair	18.8.2022	-	N/A	5	134 000	Regular board remuneration	-	49
							Regular board remuneration	26	31
	Board	From					Remuneration of the audit
Torstein Sanness	member	23.6.2021	800 000	3	5	285 000	committee	4	4
	Board	From
Ketil Skorstad	member	18.8.2022	-	N/A	N/A	16 250 000	Regular board remuneration	26	11

*1 Nina Skage was Chair from 18 August 2022

*2 Gisle Grønlie was Chair till 18 August 2022 and then all his options expired

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Comparative information on the change of remuneration and company performance

Table 3 - Comparative table on the change of remuneration and company performance over the last ve reported nancial years (RFY)

The Company was listed at Oslo Axess in 2019 and the comparable periods comparable gures are not easily accessible, with other o executive management positions.

USD thousands

gures is from 2019. Prior cers serving in the

		2023 vs	2022 vs	2021 vs	2020 vs
Annual change		2022	2021	2020	2019
Management remuneration
Nils Haugestad, CFO *1		-8%	-10%	46%	N/A
Ronny Bøhn, CEO *2		N/A	N/A	164%	N/A
Svein Knudsen, CCO *3		N/A	N/A	120%	-30%
Rick Dunlop, EVP Operations *4		N/A	-56%	-11%	-19%
Key financial figurs for the Group
Multi-client late sales *5		14%	31%	422%	100%
Change in fair value of investments		-102%	-260%	100%	N/A
Multi-client library, net of amortization		-10%	15%	-9%	-16%
Investments		-4%	-63%	100%	N/A
Average remuneration on a full-time equivalent	135	131	166	139
basis of other employees, in USD thousands	*6
Average remuneration on a full-time equivalent	3%	-21%	20%	21%
basis of other employees *7

*1 Nils Haugestad started as CFO 1 April 2020, acting CEO from 3 December 2021 *2 Ronny Bøhn started as CEO 8 August 2020 till 1 December 2021

*3 Svein Knudsen had a se lement remuneration in 2021 *4 Rick Dunlop was EVP Operations till 1 April 2022

*5 The Utsira seismic data was processed and ready for sale in Q3 2020 and therefore no multi- client late sales in 2019

*6 Figures and employees only from the Company

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Oslo, 18 April 2024

The Board of Directors and Interim CEO of Aquila Holdings ASA

Nina Skage	Ketil Skorstad	Torstein Sanness
Chair	Director	Director

Nils Haugestad

Interim CEO

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