Ice : Remuneration Report 2021

Remuneration

Report

2021

Ice Group ASA	Remuneration Report 2021
Index:
Key developments in 2021	3
Remuneration to the Board of Directors	4
Remuneration to the Executive Management	5
Comparative information	10
The Board of Directors Statement on the Remuneration Report	11
Independent Auditor's Statement on the Remuneration Report	12

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Ice Group ASA

Key Developments in 2021

Financial summary 2021

Ice delivered growth and strengthened key operational parameters in 2021. Adjusted EBITDA was NOK 380 million for FY 2021, compared to 41 million in 2020. Total service revenues for FY 2021 was NOK 2,109 million compared to 1,910 million in 2020. 2021 was a demanding year for the company with a continued impact from Covid-19 pandemic and a very demanding refinancing process. The refinancing process has been challenging due to the complex capital structure and different creditor preferences. The board and management of Ice have received and evaluated offers and proposals on several different transaction structures from different investor groups. Following this process, in February 2022 Ice decided to take the only viable alternative for the company, and enter into an agreement with Lyse regarding the sale of all operating assets and companies in the group. The transaction was completed in March 2022.

Developments in Board remuneration in 2021

At the Annual General Meeting in 2021, Roshi Motman was elected as replacement for Ingvild Myhre. Furthermore, the AGM adopted certain changes in the remuneration of the

Key figures 2021

Board of Directors, where board fee and fee for committee positions are separated for transparency. In total, the remuneration to the Board of Directors increased in line with general salary increase in Norway.

Developments in Executive remuneration in 2021

Throughout 2021, Henning Karlsrud, CFO, and Cathrine Wiig Ore, General Counsel, resigned. Ola Beinnes Fosse was appointed as new CFO as of 1st September 2021 and Kirsti Eidsvik was appointed new General Counsel as of 1st June 2021. Remuneration was set at approximately same levels as their predecessors.

In general, the Executive Management were awarded adjustment in their base salary of 2.6% in line with the organisation and national adjustments. No change or increase was awarded in maximum bonus %.

In line with the company's policy on long-term share based incentives, options were awarded in 2021 with a strike price of NOK 25, in line with the option program from 2020.

Remuneration Report 2021

NOK million	2021	2020
Total service revenues	2,109	1,910
Smartphone service revenues	1,786	1,593
NRA cost	-195	-441
NRA cost as share of smartphone service revenues	11%	28%
EBITDA adjusted	380	41
EBITDA adjusted - margin	16%	2%
Net result for the period	-961	-974
CAPEX excluding contracts with customers	505	666
Cash flow for the period	-397	-411
No. of smartphone subscriptions, thousand	694	639
No. of mobile broadband subscriptions, thousand (Norway)	67	78
Smartphone ARPU (Average Revenue Per User - in NOK)	230	228
Smartphone churn (annualised)	21%	25%
Smartphone base stations in service	3,205	2,887
Average data on-net share	90%	84%
Average Voice on-net share	71%	50%

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Remuneration of the Board of Directors

In accordance with the recommendation of the Nomination Committee, the Annual General Meeting in 2021 adopted certain changes to the remuneration of the Board of Directors. The directors of the board had previously received a total remuneration independent of committee positions. To create transparency regarding what each Board Member is getting paid for, it was decided to split the remuneration into a Board fee and remuneration for work related to the Audit Committee and Remuneration Committee as follows:

Board fee: Chair: Member:NOK 495,000

NOK 360,000

Audit Committee

Chair: NOK 90,000 Member: NOK 60,000

Remuneration Committee Chair: NOK 70,000 Member: NOK 50,000

The fees in total included an adjustment of remuneration for the Board of 2.5% in line with general salary adjustment in Norway and for the company.

No board members have received any other fixed or variable compensation, T&E has been covered on an expense basis where relevant. As the Covid pandemic restricted travel and physical meetings in 2021, such expenses have been limited.

Remuneration of Board of Directors split by Board and Committee memberships NOK thousand	2019
2021 2020
Board of Directors Guillaume d'Hauteville (Chairperson from June 2020) Mari Thjømøe Hans Holger Albrecht (Chairperson until May 2020) Roshi Motman (from Q2 2021) Ingvild Myhre (until Q2 2021)	517 400 483 n/a 400 n/a n/a n/a n/a n/a	400 400 600 n/a 400 n/a n/a n/a n/a n/a
539 377 377 210 167 53 35
Audit Committee Mari Thjømøe (Chairperson) Guillaume d'Hauteville Ingvild Myhre (until May 2021)
53 35 0 41 29
Remuneration Committee Guillaume d'Hauteville (Chairperson) Hans Holger Albrecht
Total Remuneration to the Board of Directors NOK thousand	2019
2021 2020
Board of Directors Guillaume d'Hauteville (Chairperson from June 2020) Mari Thjømøe Hans Holger Albrecht (Chairperson until May 2020) Roshi Motman (from Q2 2021) Ingvild Myhre (until Q2 2021) Total Board of Directors remuneration	615 429 406 210 167 1826	517 400 483 n/a 400 1800	400 400 600 n/a 400 1800

Shares held by members of the Board of Directors	2019
2021 2020
Guillaume d'Hauteville (Chairperson) Mari Thjømøe Hans Holger Albrecht Roshi Motman (from Q2 2021) Ingvild Myhre (until Q2 2021)	0 87,549 0 173,703 0	0 60,620 0 0 0	0 24,000 0 0 0

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Ice Group ASA

Remuneration of the Executive Management

Remuneration of members of the Executive Management for 2021

The management has received remuneration in line with the Guidelines on executive remuneration as adopted by the Annual General Meeting in 2021. In accordance with the guidelines, the management have received base salary and benefits in line with previous years. The base salary was adjusted in line with the organisation by 2.6% for all members of the Executive Management, with the exception of the Communication Director that was awarded an increase of 5.6%. No changes in bonus % were done in 2021. The bonus targets and awards have been

Remuneration Report 2021

based on delivery on defined KPI´s and operational targets for 2021, whereas the share based compensation is aligned with the long-term shareholder interests. The Executive Management were awarded options with vesting over 4 years at strike NOK 25. The share based compensation is options awarded, where the fair value calculation at time of issue is used as basis for value of compensation, with no consideration of further value development. At the time of this report, the value of options awarded in 2020 and 2021 are estimated to 0 given the development of the share price and the announced transaction with Lyse AS.

NOK Thousand	Year	Fixed remuneration	Bonus/ One-year variable	Share based compensation/ mulit-year variable	Pension	Total remuneration	Proportion of fixed, and variable remuneration
Base salary*	Other benefits
Eivind Helgaker, CEO	2021	2,863	176	1,642	2,860	463	8,036	44%/56%
2020	2,852	148	1,679	4,696	453	9,829	35%/65%
Henning Karlsrud, CFO**	2021	1,085	21	0	0	20	1,126	100%/0%
2020	2,659	127	1,736	1,468	118	6,107	48%/52%
Ola Beinnes Fosse, CFO***	2021	800	19	680	1,300	79	2,877	31%69%%
2020	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Martin Westersø, Chief of Staff	2021	1,514	7	435	936	58	2,950	54%/56%%
2020	1,425	7	374	1,468	58	3,331	45%/55%%
Cathrine Wiig Ore, General Counsel ****	2021	598	2	73	0	15	687	89%/11%
2020	1578	7	380	1,468	59	3,490	47%/53%
Kirsti Eidsvik, Counsel *****General	2021	731	4	200	936	58	1,929	41%/59%%
2020	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Shiraz Abid, CCO	2021	1,586	7	790	936	57	3,376	49%/51%%
2020	1,540	7	664	1,468	58	3,736	43%/57%%
Hans Heggenhaugen, B2B Director	2021	1,395	7	412	936	58	2,808	52%/48%
2020	1,367	7	333	1468	58	3,233	44%/56%
Jan-Erik Hvidsten, CTIO	2021	1,460	7	510	936	58	2,971	51%/49%
2020	1,418	7	425	1,468	58	3,376	44%/56%
Reynir Johannesson, Communication Director	2021	1,368	7	366	936	57	2,735	52%/48%
2020	1,263	7	307	1,468	57	3,101	43%/57%

*Base salary includes holiday pay earned the previous year, including on bonus paid out

** Henning Karlsrud until 28th Feb 2021

*** Ola Beinnes Fosse from 1st September 2021

**** Cathrine Wiig Ore until 31st March 2021

***** Kirsti Eidsvik from 1st June 2021

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