Norsk Titanium AS: Grant of RSUs and Performance shares under LTIP and exercise of RSUs and share capital increase
Oslo, Norway, 17 January 2024: Reference is made to the stock exchange announcement on 14 December 2021 where Norsk Titanium AS ("Norsk Titanium" or the "Company") announced that the general meeting of the Company had resolved to implement a long term incentive program (the "LTIP"). In connection with the LTIP, the board of directors was authorised to administrate the LTIP and to increase the Company's share capital in order to execute the LTIP. Participants in the Company's LTIP have on 17 January 2024 exercised a total of 864,606 Restricted Share Units ("RSU's"). Each RSU gives a right to acquire one share in the Company at a subscription price equal to the nominal value of the shares, being NOK 0.08. The RSUs are described in note 4.7 in Norsk Titanium's annual financial statements for 2022. The Company has resolved to settle 211,368 RSUs with cash consideration to allow the beneficiaries to settle taxes. The remaining 653,238 RSUs exercised will be settled by issuance of new shares in the Company. Following the exercise, the Board of Directors, pursuant to authorisation granted by the Company's Annual General Meeting, has decided to increase the Company’s share capital by NOK 52,259.04 by issuing 653,238new shares, of par value NOK 0.08. Subsequent to the transaction, Norsk Titanium's share capital will be NOK 21,653,711.36 divided into 270,671,392 shares, each share having a par value of NOK 0.0.8 and carrying one vote in the Company’s general meeting. The following RSUs are exercised by primary insiders: • 42,831 RSUs are exercised by primary insider of the Company Carl Johnson, Chief Executive Officer and President • 32,570 RSUs are exercised by primary insider of the Company Ashar Ashary, Chief Financial Officer • 37,194 RSUs are exercised by primary insider of the Company Gail Balcerzak, Chief Legal and People Officer • 48,371 RSUs are exercised by primary insider of the Company Nicholas Mayer, Vice President, Commercial • 16,848 RSUs are exercised by primary insider of the Company Odd Terje Lium, Vice President, Engineering • 21,747 RSUs are exercised by primary insider of the Company Steve Eaton, Vice President, Operations • 41,674 RSUs are exercised by primary insider of the Company Khazeem Adesokan, Vice President, Quality • 8,101 RSUs are exercised by primary insider of the Company Anne Lene Gullen Bråten, Director Finance In addition, according to the authorisation the board of directors resolved to make a new total grant of 2,568,197RSUs in accordance with the LTIP. The total number of RSUs granted by the board of directors equals 0.95% of total shares issued in the Company. The granted RSUs are subject to a time-based vesting. Of the total granted, 100% will vest rateably on each of the first three anniversaries of the grant date. RSUs are automatically exercised at vesting with an exercise price corresponding to the par value of the shares being NOK 0.08. Of the total grant the following was granted to primary insiders: • Carl Johnson was granted 235,422 RSUs • Ashar A. Ashary was granted 170,725RSUs • Gail A. Balcerzak was granted 184,546 RSUs • Nicholas Mayer was granted 160,925 RSUs • Odd Terje Lium was granted 121,757 RSUs • Stephen Eaton was granted 147,251 RSUs • Khazeem Adesokan was granted 132,027 RSUs • Anne Lene Gullen Bråten was granted 47,045 RSUs Primary insider notifications pursuant to the market abuse regulation article 19 are attached. For more information, please contact: John Andersen, Chairman of Norsk Titanium AS Email: John.Andersen@scatec.no Tel: +47 90 17 40 80 Carl Johnson, President and CEO of Norsk Titanium Email: Carl.Johnson@norsktitanium.com Tel: +1 518 324 4010 Ashar Ashary, CFO Norsk Titanium AS Email: Ashar.Ashary@norsktitanium.com Tel: +1 518 556 8966