Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August
1, 2022, the Board of Directors (the “Board”) of FREYR Battery, a corporation in the form of a public limited liability company
(société anonyme) incorporated under the laws of Luxembourg (the “Company”) appointed Jon Christian Thaulow
as an independent director of the Company, effective immediately.
Mr. Thaulow
is a partner at BAHR AS (“BAHR”) and is the head of BAHR AS’s practice group for Environment & Energy. He advises
energy sector clients, providing expertise in relation to power, renewable energy, infrastructure, as well as oil and gas. He has extensive
experience with company law and corporate governance, M&A, regulatory issues relating to the energy sector, contentious matters and
anti-corruption issues. He regularly advises several leading energy groups and investors in Norway and internationally.
The Board
believes Mr. Thaulow is qualified to serve on the Company’s Board due to his extensive legal experience in the energy sector.
The Company
has retained BAHR as legal counsel for various matters. The aggregate fees paid by the Company to BAHR in any of the last three fiscal
years do not exceed the greater of $1 million, or 2% of BAHR’s consolidated gross revenues. The Company continues to retain BAHR
with respect to those matters, and believes that the services rendered by BAHR were, and continue to be, provided on terms no more or
less favorable than those with unrelated parties.
The Board
has determined that Mr. Thaulow is independent under NYSE’s listing standards and applicable law. There are no arrangements or understandings
between Mr. Thaulow and any other persons pursuant to which Mr. Thaulow was appointed as a director of the Company. In addition, there
are no family relationships between Mr. Thaulow and any director, executive officer, or person nominated or chosen by the Company to become
a director or executive officer. There are no related party transactions between the Company and Mr. Thaulow that are required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
Mr. Thaulow
is eligible to receive compensation in accordance with the Company’s standard non-employee director compensation program. A description
of the Company’s historical compensatory arrangement for non-employee directors is set forth under the heading “Non-Employee
Director Compensation” in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”)
on March 9, 2022, which may be adjusted by the Board from time to time. The Company expects that Mr. Thaulow will enter into the Company's
standard form of indemnification agreement for its directors and officers.
As previously
announced by the Company in a Current Report on Form 8-K filed on June 13, 2022, Mr. German Curá had notified the Board that he
will be tendering his resignation, which was expected to be effective August 1, 2022. By a resolution of the Board, his resignation became
effective on August 1, 2022.
In addition,
to fill the vacancy on the Nominating and Corporate Governance Committee (the “Committee”) created by Mr. Curá’s
resignation, the Board appointed Ms. Mimi Berdal, an existing independent director of the Company, as a member of the Committee effective
August 1, 2022. The Board also appointed Ms. Olaug Svarva, a current director on the Board and a member of the Committee, as chairperson
of the Committee, effective August 1, 2022.