Noreco: Conversion of Options into Shares and New Long-Term Incentive Scheme

Oslo, 19 September 2022: Norwegian Energy Company ASA (“Noreco” or the “Company”) announces changes to its employee incentive schemes. The Company’s existing options-based incentive scheme for the Executive Management Team will be replaced with a one-off Retention Scheme and an annual Long-Term Incentive Scheme (the "LTI").

 
In order to establish the Retention Scheme, existing options issued to employees of Noreco’s Executive Management Team will be cancelled and translated into retention shares that vest in full after three years in September 2025. The number of retention shares has been calculated based on Noreco’s VWAP over the previous five trading days, minus the strike price of the options.

 
Changes for the Executive Management Team:

• Euan Shirlaw, Chief Executive Officer: held 100,000 options, with 42,000 allocated in 2019 and a further 58,000 options allocated in 2022. These options may, following certain conditions having been met, have been exercised into 100,000 shares in the Company at a strike price of NOK 160. As a result of the Retention Scheme being implemented, these options are now cancelled and translated into 60,014 shares.  If and when the entitlement arises, the shares shall be transferred free of charge.  After this, Euan Shirlaw owns 60,014 shares and 0 options in Noreco.
• Marianne Eide, Chief Operating Officer: held 44,000 options that were allocated in 2022. These options may, following certain conditions having been met, have been exercised into 44,000 shares in the Company at a strike price of NOK 160. As a result of the Retention Scheme being implemented, these options are now cancelled and translated into 26,406 shares. If and when the entitlement arises, the shares shall be transferred free of charge. After this, Marianne Eide owns 28,206 shares and 0 options in Noreco.
• Cathrine F. Torgersen, Executive Vice President Investor Relations & ESG: held 34,000 options, with 14,000 allocated in 2020 and a further 20,000 allocated in 2022. These options may, following certain conditions having been met, have been exercised into 34,000 shares in the Company at a strike price of NOK 160.  As a result of the Retention Scheme being implemented, these options are now cancelled and translated into 20,404 shares. If and when the entitlement arises, the shares shall be transferred free of charge. After this, Cathrine F. Torgersen owns 22,604 shares and 0 options in Noreco.  

See attached notification form in accordance with the Market Abuse Regulation article 19.

 
Options previously issued to members of the board of directors will continue to exist. Following this change, Noreco has 406,201 options outstanding giving the right to have issued or acquire 406,201 shares in Noreco upon exercise. 

In addition, Noreco has initiated the LTI to align incentives with those of the Company’s shareholders and retain key personnel. Under the LTI, shares in Noreco will be transferred to eligible employees based on certain conditions, including continued employment, being met.  The number of shares to be transferred will be based on Noreco achieving certain KPIs related to shareholder return and ESG over a three year period. If and when the entitlement arises, the shares shall be transferred free of charge. It is intended that the LTI shall be allocated annually.

Under the LTI, a maximum of 188,935 Noreco shares have been allocated, of which the Noreco Executive Management Team has been allocated the following:

• Euan Shirlaw: a maximum 30,192 shares.
• Marianne Eide: a maximum of 18,892 shares.
• Cathrine F. Torgersen: a maximum of 15,561 shares.

Vesting will occur over a three year period, with the entitlement to and number of shares determined on an annual basis. 

This information is subject to the disclosure requirements pursuant to the Market Abuse Regulation article 19 and Section 5 -12 the Norwegian Securities Trading Act.    

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Contact:
Cathrine Torgersen, EVP Investor Relations & ESG
Phone: +47 915 28 501
Email: ct@noreco.com   
 

About Norwegian Energy Company ASA
Noreco is a publicly owned company with focus on the oil, gas and offshore industry. The Company's shares are listed on the Oslo Stock Exchange (ticker NOR). For further information, please visit: www.noreco.com.