Oscar K. Brown - 31 Dec 2023 Form 3 Insider Report for FREYR Battery, Inc. /DE/ (TE)

Footnote F1

As described in the issuer's registration statement on Form S-4 (File No. 333-274434) (the "Registration Statement"), following the redomiciliation of FREYR Battery, the issuer's predecessor registrant (the "Predecessor Registrant") from Luxembourg to the State of Delaware on December 31, 2023 (the "Redomiciliation"), each of the issued and outstanding ordinary shares of the Predecessor Registrant ("Ordinary Shares") immediately prior to the Redomiciliation, were canceled and the issuer issued as consideration therefor new duly authorized, validly issued, fully paid and non-assessable common stock of the issuer, par value $0.01 per share (the "Common Stock"), to the shareholders of the Predecessor Registrant on a one-to-one basis.

Footnote F2

Consists of compensatory options which vest annually over three years granted on May 9, 2022 pursuant to the FREYR 2021 LTIP (as defined herein). One-third (1/3) of the shares subject to compensatory options vested on May 9, 2023. One-third (1/3) of the shares subject to compensatory options vested on May 9, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on May 9, 2025. Options are typically forfeited when the employment relationship ends for employees.

Footnote F3

As described in the issuer's Registration Statement, following the Redomiciliation, each right and obligation under the Predecessor Registrant's equity-based benefit and compensation plans and programs and agreements providing for the grant or award of restricted stock, stock units, stock options, warrants, stock appreciation rights, performance shares, performance units, dividend equivalent rights, and share awards, including the FREYR 2021 Equity Incentive Plan (amended and restated as of May 10, 2023) (the "FREYR 2021 LTIP"), was assumed by the issuer and converted to a corresponding equity award with respect to shares of the Common Stock on a one-to-one basis and each equity or equity-based award granted under the Predecessor Registrant was canceled and the recipient had no right or interest in such award or any underlying Ordinary Shares other than receipt of a corresponding equity or equity-based award with respect to Common Stock.

Footnote F4

Consists of compensatory options which vest annually over three years granted on June 9, 2022 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options vested on June 9, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on June 9, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on June 9, 2025. Options are typically forfeited when the employment relationship ends for employees.

Footnote F5

Consists of compensatory options which vest annually over three years granted on May 22, 2023 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options shall vest on May 22, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on May 22, 2025. One-third (1/3) of the shares subject to compensatory options shall vest on May 22, 2026. Options are typically forfeited when the employment relationship ends for employees.

Footnote F6

The cash-settled restricted stock units ("RSUs") will vest ratably over three years from the May 9, 2022 grant date. One-third (1/3) of the units vested on May 9, 2023. One-third (1/3) of the units shall vest on May 9, 2024. One-third (1/3) of the units shall vest on May 9, 2025.

Footnote F7

The RSUs will be settled solely in cash. Each cash-settled RSU is the economic equivalent of one share of Common Stock as of the time of vesting and settlement as determined by the terms of the applicable Restricted Stock Unit Award Agreement.

Footnote F8

The cash-settled RSU swill vest ratably over three years from the May 9, 2023 grant date. One-third (1/3) of the units shall vest on May 9, 2024. One-third (1/3) of the units shall vest on May 9, 2025. One-third (1/3) of the units shall vest on May 9, 2026.