Remuneration report 2025
Background
This remuneration report (the “Report”) has been prepared by the Board of Directors of Magnora ASA (the “Group”) in accordance with Section 6-16 b of the Norwegian Public Limited Liability Companies Act (the “Companies Act”) and related regulations. The Report provides information on the remuneration of previous, current, and future members of the Group’s executive management for the financial year 2025, in line with applicable requirements.
The Group defines its executive management team as comprising the CEO, CFO, and COO, who fall under the term leading personnel (“managers”) as specified in the Companies Act. There are no employees who serve on the Board of Directors or the corporate assembly of the Group, and there were no changes to the Board during 2025.
The Group’s key priorities remain:
- Delivering competitive shareholder returns
- Driving value creation through portfolio growth and timely divestments
- Maintaining strict capital discipline
Highlights
The Group continued to expand its investment portfolio and strengthened its organisation by adding key talent. The following milestones reflect progress towards the executive management team’s strategic goals:
- Entered the data center segment through the acquisition of Storespeed AS, the establishment of Magnora Scale Averøya AS, and Magnora Data Center AB, and investing in a high-density and AI-ready data center project in Hämeenlinna, Finland.
- Divested all shares in Hermana Holding ASA, optimising the Group’s portfolio and capital allocation.
- Completed the sale of a South African SPV, confirming market potential and attractive valuation levels.
- Advanced projects and organisational capabilities across all markets, laying the foundation for sustained growth.
The CEO remuneration for 2025 was based on the following KPIs: 1) organisational management and development, 2) financial performance of the Group, 3) management and development of the investment portfolio, 4) identification and execution of suitable acquisitions, and 5) share price performance. The CFO remuneration was based on 1) development of finance function and Group funding, 2) governance and internal control across the investment portfolio, 3) quality and accuracy of financial reporting. The COO remuneration was based on 1) organisational management and development, 2) financial performance of the Group, 3) management and development of the investment portfolio, and 4) identification and execution of suitable acquisitions. There was no deviation or derogation from the remuneration policy during the reported financial year.
Overview of the last Financial Year
The Group continued growth and value creation in 2025. In June 2025, the Group sold all its shares in Hermana Holding ASA, which was the last parts of its legacy business. In September 2025, the Group established Magnora Data Center AB to develop data centers in Sweden, and on 4 October 2025, the Group signed an agreement to acquire Storespeed AS, a data center operator in Halden, Norway. On December 5 2025, Magnora launched Magnora Scale Averøya, a high-density AI-ready data center project close to Kristiansund with capacity up to 100MW, and in parallel, the Group negotiated a joint venture to invest in a high-density and AI-ready data center project in Hämeenlinna, Finland.
The Group continued to develop its project portfolio across all regions, reaching the following capacities for renewable projects by the end of 2025:
- South Africa: 6,400 MW
- Italy: 920 MW
- Germany: 800 MW
In addition to the developments in renewable projects, the Group built a portfolio of data center projects during 2025:
- Norway: 66 MW with about 600 MW of project leads
- Sweden: more than 1,000 MW project leads
The Group continued to adjust its local teams to the activity level in each region. The following teams had the most significant changes and had the following fulltime resources at the end of 2025:
- South Africa: 21
- Germany: 6
- Italy: 3
Remuneration of the Board of Directors
The General Meeting has approved the remuneration of the Board of Directors. Board members hold no assignments within the Group other than their directorship and participation in Board committees. They are not entitled to any performance-related compensation but have in the past received options or additional remuneration for their efforts which at times have been beyond what is an ordinary amount of hours spent for their roles on the board. Board members have not received any remuneration from the Group during the year beyond the fixed fees for their directorship and committee work, as outlined in this report. Compensation is paid quarterly and consists of:
- A fixed annual fee
- Reimbursement of travel expenses
The Group also maintains Directors’ and Officers’ (D&O) liability insurance, covering both employees and Board members for claims related to their directorships in any Group company. No claims were made against any Board member in 2025.
In accordance with Section 6-16 (b) of the Public Limited Liability Companies Act, the Company prepares this remuneration report to disclose salary and other benefits for executive personnel. The report will be presented at the Annual General Meeting for approval.
The General Meeting in 2025 approved the following remuneration for the Board and the Audit Committee for the period from the Annual General Meeting in 2025 to the Annual General Meeting in 2026:
- Board chair: NOK 470,000
- Board member: NOK 305,000
- Audit Committee chair: NOK 55,000
- Audit Committee member: NOK 35,000
| NOK thousand | Function | Member from | Member to | 2025 | 2024 |
|---|---|---|---|---|---|
| Torstein Sanness | Chairman of the Board | May 2017 | - | 499 | 1,188 |
| Hilde Ådland* | Board member | May 2018 | - | 453 | 290 |
| John Hamilton | Board member | Dec 2018 | - | 355 | 340 |
| Total remuneration paid | 1,307 | 1,818 | |||
| *Amount in 2025 includes NOK 151,550 due to exercising options. | |||||
Remuneration of Executive Management
The tables below in this section contain an overview of the total remuneration received by the Executive Management, including options that were awarded during the reported financial year for each manager.
The managers have not received remuneration from other companies within the Group.
Fixed remuneration includes base salary, other benefits, and pension. Other benefits include a fixed compensation for mobile phone and broad band connection, and health insurance.
Variable remuneration includes bonus awarded and options awarded under the corporate share-based bonus scheme.
| Fixed remuneration | Variable remuneration | Total Remuneration | Proportion fixed | Proportion variable | ||||
|---|---|---|---|---|---|---|---|---|
| NOK thousand | Salary | Other benefits | Pension | Options | Bonus | |||
| Erik Sneve, CEO | ||||||||
| 2025 | 3,787 | 20 | 219 | 10,000 | 3,556 | 7,582 | 53 % | 47 % |
| 2024 | 3,694 | 20 | 207 | 75,000 | 3,170 | 7,091 | 55 % | 45 % |
| 2023 | 2,890 | 18 | 194 | 100,000 | 4189 | 7,291 | 43 % | 57 % |
| 2022 | 2,150 | 18 | 184 | 200,000 | 2290 | 4,642 | 51 % | 49 % |
| 2021 | 2,027 | 17 | 176 | 100,000 | 2559 | 4,779 | 46 % | 54 % |
| 2020 | 2,059 | 15 | 130 | 50,000 | 2775 | 4,979 | 44 % | 56 % |
| Bård Olsen, CFO | ||||||||
| 2025** | 1,856 | 1,070 | 219 | 10,000 | 798 | 3,943 | 80 % | 20 % |
| 2024 | 1,812 | 20 | 207 | - | 897 | 2,936 | 69 % | 31 % |
| 2023 | 1,724 | 18 | 194 | - | 937 | 2,873 | 67 % | 33 % |
| 2022 | 1,652 | 17 | 184 | 50,000 | 147 | 2,000 | 93 % | 7 % |
| 2021 | 1,538 | 17 | 168 | 50,000 | 284 | 2,007 | 86 % | 14 % |
| 2020 | 1,250 | 15 | 129 | 50,000 | 216 | 1,610 | 87 % | 13 % |
| Stein Bjørnstad, COO | ||||||||
| 2025 | 1,900 | 20 | 215 | 10,000 | 798 | 2,933 | 73 % | 27 % |
| 2024* | 1,792 | 18 | 203 | - | 580 | 2,593 | 78 % | 22 % |
| *Appointed COO from 1 July 2024. Actual salary for the financial year reflected in the table. | ||||||||
| **Other benefits includes NOK 1,050,000 due to exercising options. | ||||||||
Share-based remuneration
The tables below contain information on the number of shares granted or offered to Executive Management for the reported financial year and the prior years of employment for each manager. The tables include the main conditions for the exercise of the rights including the exercise price and dates conditions change. The CEO, CFO, and COO received 10,000 options each during 2025.
The main conditions of share options plans:
| Name and position: Erik Sneve, CEO | ||||||
|---|---|---|---|---|---|---|
| Specification of plan | Performance period | Award date | Vesting date | End of holding period | Exercise period | Adjusted strike price of share |
| Magnora ASA Share Option Plan | 6/11/2025-6/11/2028 | 6/11/2025 | 6/11/2028 | 6/11/2033 | 6/11/2028- 6/11/2033 | 21.9 |
| Magnora ASA Share Option Plan | 7/11/2024-7/11/2027 | 7/11/2024 | 7/11/2027 | 7/11/2032 | 7/11/2027- 7/11/2032 | 23.2 |
| Magnora ASA Share Option Plan | 16/6/2023-16/6/2026 | 16/6/2023 | 16/6/2026 | 16/6/2031 | 16/6/2026-16/6/2031 | 13.4 |
| Magnora ASA Share Option Plan | 27/11/2022- 27/11/2025 | 27/11/2022 | 27/11/2025 | 27/11/2030 | 27/11/2025-27/11/2030 | 12.1 |
| Magnora ASA Share Option Plan | 2/6/2021 - 2/6/2024 | 02/06/2021 | 2/6/2024 | 2/6/2029 | 2/6/2024- 2/6/2029 | 14.1 |
| Magnora ASA Share Option Plan | 1/4/2020 - 1/4/2023 | 1/4/2020 | 1/4/2023 | 1/4/2028 | 1/4/2023 - 1/4/2028 | 0.5 |
| Name and position: Bård Olsen, CFO | ||||||
| Magnora ASA Share Option Plan | 6/11/2025-6/11/2028 | 6/11/2025 | 6/11/2028 | 6/11/2033 | 6/11/2028-6/11/2033 | 21.9 |
| Magnora ASA Share Option Plan | 27/12/2022- 27/12/2025 | 27/12/2022 | 27/12/2025 | 27/12/2030 | 27/12/2025-27/12/2030 | 10.7 |
| Name and position: Stein Bjørnstad, COO | ||||||
| Magnora ASA Share Option Plan | 6/11/2025-6/11/2028 | 6/11/2025 | 6/11/2028 | 6/11/2033 | 6/11/2028- 6/11/2033 | 21.9 |
| Magnora ASA Share Option Plan | 21/3/2023 - 21/3/2026 | 21/3/2023 | 21/3/2026 | 21/3/2031 | 21/03/2026-21/3/2031 | 10.9 |
Information regarding the reported financial year:
| Opening balance | During the year | Closing balance | |||
|---|---|---|---|---|---|
| Name and position | Holding of awarded share options awarded at the beginning of year | Share options awarded | Share options vested | Share options subject to a performance condition | Share options awarded and vested |
| 10,000 | 10,000 | ||||
| 75,000 | 75,000 | ||||
| 100,000 | 100,000 | ||||
| Erik Sneve, CEO | 200,000 | 200,000 | 200,000 | ||
| 100,000 | 100,000 | ||||
| 50,000 | 50,000 | ||||
| Total | 525,000 | 10,000 | 200,000 | 185,000 | 350,000 |
| 10,000 | 10,000 | ||||
| 50,000 | 50,000 | 50,000 | |||
| Bård Olsen, CFO | 50,000 | ||||
| 25,000 | |||||
| Total | 125,000 | 10,000 | 50,000 | 10,000 | 50,000 |
| 10,000 | 10,000 | ||||
| 50,000 | 50,000 | ||||
| Stein Bjørnstad, COO | |||||
| Total | 50,000 | 10,000 | - | 60,000 | - |
Shares and share options owned or controlled by the Board of Directors and Executive Management
Board members and Executive Management ownership in the Company as of 31 December 2025:
| Function | Shares owned or controlled | Options owned or controlled | |
|---|---|---|---|
| Torstein Sanness | Chairman of the Board | 678,194 | 328,000 |
| John Hamilton | Board member | 33,837 | 40,000 |
| Hilde Ådland | Board member | 42,445 | 0 |
| Erik Sneve | CEO | 1,192,623 | 535,000 |
| Bård Olsen | CFO | 116,923 | 60,000 |
| Stein Bjørnstad | COO | 21,496 | 60,000 |
| Total | 2,085,518 | 1,023,000 |
Any use of the right to reclaim variable remuneration
No variable remuneration was reclaimed during 2025.
Information on how the remuneration complies with the remuneration policy
The Group has continued growing during 2025 with the establishment of new projects, and further development of existing projects. Sales processes have been slower during the year, and no significant project was sold during the year. However, Red Sands BESS project of 153 MW reached FID and progressed into construction phase, confirming the quality of projects developed. During the year, the Group also sold its remaining shares in Hermana Holding ASA, which was demerged and listed on the main list of Oslo Stock Exchange through an IPO in 2024.
The local teams within the Group also grew during the year, and the Group also entered the data center segment both through acquisition and new establishment of subsidiaries.
Senior Management has made specific deliverables in these achievements that have been instrumental for the Group achieving its goals. The investments made since the Group changed from the Oil and Gas sector to the data center and renewable energy sectors have all been selected with an intent to form a diversified portfolio of companies and projects. Diversification has been a key selection criterion to secure long-term growth of the Group and reduce its sensitivity to the performance of each individual investment.
Derogations and deviations from the remuneration policy from the procedure for its implementation
No deviations from the remuneration policy or the procedure for the implementation of the remuneration policy has been applied during 2025.
Comparative information on the change of remuneration and company performance
The table below in this section contains information on the annual change of remuneration of each individual manager, of the performance of the Group and average remuneration on a full-time equivalent basis of employees of the Company other than Directors since the Group was reorganised in 2019.
Comparative table of remuneration and company performance over the last five reported financial years:
| Annual remuneration change | 2021 vs 2020 | 2022 vs 2021 | 2023 vs 2022 | 2024 vs 2023 | 2025 vs 2024 | Total remuneration the recent financial year (KNOK) |
|---|---|---|---|---|---|---|
| Erik Sneve | -4 % | -3 % | 57 % | -3 % | 7 % | 7,582 |
| Bård Olsen | 25 % | -0.3% | 44 % | 2 % | 34 % | 3,943 |
| Stein Bjørnstad | N/A | N/A | N/A | N/A | 13 % | 2,933 |
| Company performance | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| Share price 31 December | 27.4 | 18.78 | 21.2 | 33 | 27.75 | 20 |
| Net profit /(loss) after tax (NOK million) | 28.5 | -62.8 | 3.9 | 178.9 | 579.4 | -16.4 |
| Number of employees | 2 | 4 | 10 | 10 | 12 | 13 |
| Average total remuneration of employees - full time equivalent | 2021 vs 2020 | 2022 vs 2021 | 2023 vs 2022 | 2024 vs 2023 | 2025 vs 2024 | |
| Average change in remuneration for employees excluding senior management | N/A* | 4.11 % | 16.09 % | 5.92 % | 5.19 % | |
| Other employees | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| Number of employees (full year equivalent) excluding senior management | 0 | 3 | 6 | 7 | 7 | 10 |
| Average total remuneration excluding senior management (KNOK) | N/A* | 1,327 | 1,382 | 1,604 | 1,699 | 1,787 |
| *No employees excluding senior management that stayed a full year. | ||||||
Reconciliation against annual report 2025
Below is a reconciliation of total remuneration for executive management between this remuneration report and remuneration to management other than CEO in the Annual Report 2025.
| NOK Thousand | 2025 | 2024 |
|---|---|---|
| Board of Directors total remuneration | 1,307 | 1,818 |
| CEO fixed remuneration | 3,787 | 3,694 |
| CEO variable remuneration | 3,556 | 3,170 |
| CEO Share-based remuneration (number of options in thousand) | 10 | 75 |
| CEO Pension cost | 219 | 207 |
| CEO other remuneration | 20 | 20 |
| Management other than the CEO fixed remuneration | 3,756 | 3,604 |
| Managment other than the CEO variable remuneration | 1,596 | 1,477 |
| Management other than the CEO share-based remuneration (number of options in thousand) | 20 | - |
| Management other than the CEO pension costs | 414 | 410 |
| Management other than the CEO other remuneration | 40 | 38 |
| Total | 14,685 | 14,438 |
Oslo, Norway, 24 February 2026
The Board of Directors of Magnora ASA
Torstein Sanness
Chairman
Hilde Ådland
Board member
John Hamilton
Board member
Erik Sneve
CEO