1. Introduction

These guidelines for remuneration of executive management are prepared by the Board of Directors of Otello Corporation ASA ("Otello" or the "Company") in accordance with the Norwegian Public Limited Liability Companies Act (the "Companies Act") Section 6-16a. The guidelines were approved at the annual general meeting on 26 May, 2025, as per the Companies Act, Section 5-6 (3).

The guidelines aim to ensure that executive compensation is fair, competitive, and aligned with Company´s strategic goals and performance. 

The guidelines shall only apply to the executive management of the Company as defined in Section 6-16a of the Companies Act (collectively referred to as the "Senior Executives"),and shall be effective for the financial year 2025 and remain in force until new guidelines are adopted by the general meeting.

2. Main principles

After having discontinued its operational activity, Otello is today an asset management company holding only one major asset: its ownership of shares in Bemobi Mobile Tech S.A. Furthermore, these guidelines reflect the fact that the Executive Management comprises of the CEO and the CFO. The guidelines therefore differ considerably to what would otherwise be standard and common for a company with normal in-house operations and business activities (R&D, manufacturing, sales, etc). 

With the support of the remuneration committee, the Board of Directors has prepared the guidelines based on the following principles:

• Fairness and equity:Executive remuneration should be fair and equitable, reflecting the individual's role,responsibilities, and performance.
• Competitiveness:Executive remuneration should be competitive within our industry and reflect the market andthe region in which we operate.
• Performance-based remuneration:A significant portion of the remuneration should be performance-based and linked to specificmeasurable goals.
• Transparency:The policy and principles for determining executive remuneration should be transparent andcommunicated to all stakeholders.

3. Form om remuneration

Otello´s remuneration policy underpins our ambition to recruit, develop and retain Senior Executives with the qualifications required to deliver strong financial results. The remuneration shall be on market terms, competitive, and reflect the performance and responsibilities of the Senior Executives. Otello believe that financial and other tangible incentives foster high performance when aligned with the interests of the Company’s shareholders. 

The remuneration to the Senior Executives may consist of fixed cash salary, variable cash salary, stock options or other form of equity-based compensation, and other benefits as further described below.

Base salary:

A fixed annual salary that reflects the executive´s role and responsibilities. The base salary should be in line with market conditions and consider inter alia the scope and responsibility associated with the position, as well as the skills, experience, and performance of each of the Senior Executives. The fixed cash salaries have no maximum levels.

Variable salary:

A variable compensation based on the achievement of specific and measurable performance targets. As a principle, the maximum achievable variable compensation should be 100% of the base salary.

Currently, no Senior Executive has a variable cash salary. The Board has therefore initiated a process aiming at a more performance oriented Senior Executive remuneration. 

Equity incentives:

Stock options or other equity-based compensation are proven to be effective instruments for enhancing performance and aligning executives´ interests with those of shareholders.

Otello has no equity-based incentive program for Senior Executives. Given Otello´s current business model, Company´s staffing, and the estimated timeline of the Bemobi investment, The Board of Directors is of the opinion that Otello´s shareholders would benefit from a more performance enhancing remuneration. The Board may therefore present a proposal for a stock option program by end of Q2, 2025. 

Pension and insurance benefits:

The Senior Executives shall participate in the collective pension and insurance schemes based on local practices and applicable law. 

Non-financial benefits:

The Senior Executives should be eligible for the following benefits: a mobile phone with subscription, internet, newspapers, private health insurance, company car (CEO only), and a fixed mileage allowance when using their private car.

Non-financial benefits shall be based on market terms and shall facilitate the duties of the Senior Executives. The Company aims to have sufficiently competitive salary and incentive programs to minimize additional non-financial benefits. Premiums and other costs related to non-financial benefits may not exceed 30% of the annual fixed cash salary of each Senior Executive. 

4. Employment agreements 

The notice period in Senior Executives' employment agreements shall not exceed 6 months.

Agreements on severance pay upon termination of employment may be signed with the Company's CEO to meet Company´s needs. Similar agreements on severance pay may be entered into with other Senior Executives for the same purpose, however such agreements will not be binding on Senior Executives other than the CEO pursuant to the Norwegian Working Environment Act. Severance pay agreements may also be linked to other circumstances as deemed appropriate by the Company, such as transaction processes and termination of other key personnel / board members. Payments under such severance agreements shall not exceed 100% of base annual salary.

The Senior Executives shall not be entitled to severance pay if they are guilty of a gross breach of duty according to law, the employment agreement or applicable company policies, or otherwise are in serious breach of the employment agreement, which can justify termination of the employment agreement with immediate effect (Nw.: "avskjed"). 

Agreements on restrictive covenants post-termination of employment (including non-competition, non-solicitation, and non-recruitment obligations) may be entered into with the Senior Executives in line with applicable law. The restrictions should not be applied for more than 12 months after the expiry of the notice period, and the Senior Executives should be entitled to consideration in accordance with the provisions of the Norwegian Working Environment Act during the restrictive period. To the extent the Senior Executive is entitled to severance pay from the Company, such severance pay should be consideration for the restrictive covenants to the extent permitted.

5. Deviations from these guidelines 

The Board of Directors may, on recommendation from the remuneration committee, in the circumstances described below resolve to deviate from any sections of these guidelines: 

• upon change of the CEO; 
• upon material changes in Company’s organization, ownership and/or business; 
• upon material change in the Company’s strategy; 
• upon changes in or amendments to the relevant laws, rules, or regulations (for example for regulatory, stock exchange control, tax or administrative purposes or to consider change in legislation or corporate governance requirements or guidance); or 
• upon other exceptional circumstances where the deviation may be required to serve the long-term interests and sustainability of the Company as a whole or to assure its viability. 

Any deviation from these guidelines shall be reported in the remuneration report for the relevant year.