Birger Steen - 31 Dec 2023 Form 3/A 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 August 21, 2023 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of May 10, 2023). Of the shares subject to compensatory options, one-third (1/3) vest on August 21, 2024, one-third (1/3) vest on August 21, 2025, and one-third (1/3) vest on August 21, 2026. 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), 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

The original Form 3, filed on January 10, 2024, is being amended by this Form 3 to provide clarificatory language regarding the vesting of the options described therein and to correct an administrative error that misreported the number of options granted to the reporting person on August 21, 2023. This amendment correctly reports the number of options granted to the reporting person on August 21, 2023.