Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 10, 2023 (June 8, 2023)

FREYR Battery

(Exact name of registrant as specified in its charter)

Luxembourg

001-40581

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

22-24, Boulevard Royal, L-2449 Luxembourg

Grand Duchy of Luxembourg



(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +352 46 61 11 3721

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, without nominal value

FREY

The New York Stock Exchange

Warrants, each whole warrant exercisable for one
Ordinary Share at an exercise price of $11.50

FREY WS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers.

Notification of Retirement of Executive Chair of the Board of Directors

On August 9, 2023, Torstein Dale Sjøtveit submitted his formal resignation and retirement as Executive Chair of the Board of Directors (the “Board”) of FREYR Battery (“FREYR” or the “Company”). Mr. Sjøtveit founded FREYR AS, the Company’s predecessor entity, in 2018 and has served as its Executive Chair since its inception. His decision to resign was due to his desire to retire and not due to any disagreement with the Company on any matter relating to its operations, policies, practices, or any issues regarding financial disclosures, accounting, or legal matters. By a resolution of the Board, his resignation became effective immediately.

Notification of Appointment of Executive Chair and Transition of Roles for Chief Executive Officer

On August 9, 2023, the Company appointed Tom Einar Jensen, Chief Executive Officer (“CEO”) and Director of the Company, as Executive Chair of the Board, effective concurrently with Mr. Sjøtveit’s retirement. Mr. Jensen has served as a member of the Board since May 10, 2023.

On August 10, 2023, the Company announced that Mr. Jensen will terminate his employment as CEO on August 21, 2023 (the “Transition Date”), the effective date of the appointment of Birger Steen as CEO, as discussed further below. The Company and Mr. Jensen also entered into a Consultancy Agreement dated August 10, 2023 (the “Consultancy Agreement”) related to the provision of transitional and other services by Mr. Jensen. The Consultancy Agreement includes payment of $30,000 per month, the grant of 250,000 non-qualified options to purchase ordinary shares of the Company with a market performance condition related to the Company’s share price, and a bonus of approximately NOK 5.95 million contingent upon the achievement of a key performance indicator related to the financing of FREYR’s U.S. Gigafactory, Giga America, on or before December 31, 2023. Mr. Jensen will also be entitled to participate in the Company’s benefit plans made available to consultants of the Company generally, and as may be appropriate in regard to the services rendered by him.

Pursuant to the settlement agreement, as amended and restated on August 10, 2023, between FREYR, FREYR Battery Norway AS (a subsidiary of the Company), and Mr. Jensen, (the “Transition Agreement”), subject to the execution of the Consultancy Agreement, Mr. Jensen’s employment with the Company is terminated by mutual consent with effect from the Transition Date. Such termination is not related to any disagreements with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting, or legal matters. Pursuant to the Transition Agreement, Mr. Jensen is entitled to his current salary as CEO until the Transition Date as well as prorated 2023 cash bonus, subject to Board approval. Reflecting the achievement of certain amended performance measures, on the Transition Date 566,667 non-qualified options to purchase shares of the Company previously granted to Mr. Jensen will be awarded to him, subject to vesting on September 30, 2023 and June 1, 2024.

Additionally, Mr. Jensen will be 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 (the “SEC”) on February 27, 2023, which may be adjusted by the Board from time to time.

The foregoing descriptions of the Transition Agreement and the Consultancy Agreement do not purport to be complete, and are qualified in their entirety by reference to the Transition Agreement and the Consultancy Agreement, which are attached to this Current Report as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Appointment of Director and Chief Executive Officer

On August 9, 2023, the Company appointed Birger Steen as a member of the Company’s Board of Directors, effective immediately, concurrent with Mr. Sjøtveit’s retirement. On August 10, 2023, the Company announced that FREYR and Mr. Steen had entered into a Contract of Employment dated June 8, 2023 (the “Employment Agreement”), under which Mr. Steen will serve as the CEO of the Company, effective as of the Transition Date.

Mr. Steen, 56, is a technology investor based in Munich, Germany and has served since 2019 as Principal and then Thematic Partner at Summa Equity AB. He served as CEO of Parallels, Inc., a provider of cross-platform and virtual software solutions, from 2010 to 2016. He was Vice President of Worldwide SMB and Distribution at Microsoft Corp. (NASDAQ: MSFT) in Redmond and General Manager of Microsoft Russia and Microsoft Norway from 2002 to 2010. Prior to joining Microsoft, Mr. Steen was CEO of Scandinavia Online and Vice President of Business Development at Schibsted ASA (OSLO: SCHA), an international media group, where he first served as a consultant while at McKinsey & Company from 1993 to 1996. Mr. Steen received his Master of Science in Computer Science and Industrial Engineering from the Norwegian Institute of Technology in Trondheim. He also holds a degree in Russian language from the Defense School of Intelligence and Security in Oslo, Norway and received his MBA from Institut Européen d'Administration des Affaires (INSEAD) in France. Mr. Steen serves as Chair of the Board of Directors of Nordic Semiconductor ASA, Chair of the Board of Directors of Pagero AB, a provider of business-to-business document handling solutions, a Non-Executive Director and Chair of the Board Operations and Sustainability Committee of Nordea Bank Abp and a Non-Executive Director of PragmatIC Semiconductor Ltd. He has previously served as a Non-Executive Director of Schibsted ASA and Cognite AS. Mr. Steen will relocate to Oslo in connection with assuming his role as the CEO of the Company.

Under the Employment Agreement, Mr. Steen will be eligible to receive an annual base salary of NOK 7 million, participate in the group bonus scheme with a bonus potential of twelve months base salary, and receive equity awards, as described further below. Mr. Steen will also receive certain relocation services and other customary benefits, including paid vacation and health benefits.

Subject to Board approval, Mr. Steen will receive a one-time award of 250,000 non-qualified options to purchase ordinary shares of the Company (the “Sign-On Options”). Mr. Steen is also eligible to receive non-qualified options granted under the Company’s long-term incentive program, (the “LTIP Options”). Subject to Board approval, Mr. Steen will receive LTIP Options of 218,630 for 2023 and 600,000 per year for each of 2024 and 2025. The Sign-On Options and LTIP Options will vest in three (3) equal tranches over a period of three (3) years from the grant date, will remain exercisable for a term not to exceed five (5) years from the award’s grant date, and are subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan, as amended and restated (the “2021 Plan”).

In the event Mr. Steen’s employment is terminated by the Company with notice, he will be entitled to a contractual severance indemnity equivalent to one (1) year base salary applicable as of the date of notice of termination; any further statutory severance indemnity permitted under Luxembourg law that Mr. Steen may be entitled to would be reduced by the amount of such contractual severance indemnity. Notwithstanding the foregoing, Mr. Steen will not be entitled to the contractual severance indemnity if the Company terminates his employment without notice in certain situations in accordance with Luxembourg law.

Mr. Steen will receive no compensation for his service as a director of the Board that is in addition to his compensation as CEO. The Board believes Mr. Steen is qualified to serve on the Company’s Board due to his extensive business, finance, strategy, and leadership experience.

As FREYR’s CEO, Mr. Steen will not be considered independent under the New York Stock Exchange’s listing standards and applicable federal and state securities laws. There are no family relationships between Mr. Steen and any director or other executive officer, nor are there any transactions to which the Company was or is a participant and in which Mr. Steen has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Steen and any other persons pursuant to which he was selected as an officer.

The foregoing description of the Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to the Employment Agreement, which is attached to this Current Report as Exhibit 10.3 and incorporated herein by reference.

Appointment of Chief Accounting Officer

Effective July 1, 2023, the Company appointed Lori A. Papp, 50, as Chief Accounting Officer. Ms. Papp will serve as the principal accounting officer of FREYR. Ms. Papp joined the Company in May 2022 and previously served as its VP of Financial Reporting. Ms. Papp has more than 25 years of experience in financial reporting, corporate finance, accounting, and auditing. Prior to joining FREYR, Ms. Papp held positions as Head of Financial Reporting for Shelf Drilling (OSE: SHLF) from 2019 to 2022, after serving as Vice President of Financial Reporting for Altisource (NASDAQ: ASPS) from 2017 to 2019. Prior to joining Altisource, Ms. Papp held multiple positions at Artivion (NYSE: AORT), formerly CryoLife, from 2001 to 2017. Ms. Papp has also previously worked as an auditor for KPMG. She holds a bachelor’s degree in Business Administration from Auburn University and is a certified public accountant in the U.S.

There are no family relationships between Ms. Papp and any director or other executive officer, nor are there any transactions to which the Company was or is a participant and in which Ms. Papp has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Papp and any other persons pursuant to which she was selected as an officer.

Approval of Cash Bonus to Named Executive Officers

On August 9, 2023, the Board approved annual cash bonus payments (the “2022 Annual Bonuses”) to each of the Company’s named executive officers for the fiscal year ended December 31, 2022. All other compensation paid or earned by each of the Company’s named executive officers for the fiscal year ended December 31, 2022 was previously reported by the Company in its Form 10-K, filed with the SEC on February 27, 2023 (the “10-K”). As of the filing of the 10-K, the 2022 Annual Bonuses had not been determined, and thus were not included in the 2022 Summary Compensation Table included in the 10-K. In accordance with Item 5.02(f) of Form 8-K, the Company is providing an update to the previously reported 2022 Summary Compensation Table by including the 2022 Annual Bonuses payable to each of the named executive officers, and revising each named executive officer’s total compensation amount for 2022.


Name and Title	Salary ($)(1)			Bonus ($)(1)		RSU Awards ($)(2)				Option Awards ($)(2)				Total ($)(1)
Tom Einar Jensen Chief Executive Officer	$	653,962		$	—		$	—			$	350,387	(3)		$	1,004,349

Jan Arve Haugan Chief Operating Officer	544,968			388,290			—				319,598		(4)		1,252,856

Oscar Brown Group Chief Financial Officer	450,000		(5)	337,500			449,999		(6)		1,569,025		(7)		2,806,524


(1)			All dollar amounts for salary and bonus information in this table that were paid or are expected to be paid in NOK, were converted to U.S. dollars for the purpose of this disclosure using the exchange ratio of .1044, the average exchange rate for 2022.
(2)			Aggregate grant date fair value of share-based awards is computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.
(3)			Consists of options that were included in Mr. Jensen’s stock option agreement, as an appendix to an employment agreement, effective upon the consummation of the Business Combination between the Company and Alussa Energy Acquisition Corp. On July 13, 2021, Mr. Jensen was granted these 850,000 options, which had a total grant date fair value of $3.2 million. The options are subject to the achievement of each of nine separate performance criteria, each of which is related to 1/9th of the total award amount. During the year ended December 31, 2022, 94,000 of the CEO Options were awarded by the Board after the achievement of one of the performance criteria and vest in thirds on December 31, 2022, on September 30, 2023 and on June 1, 2024. Compensation cost is recognized to the extent that achievement of the performance criteria is deemed probable. On August 21, 2023, 566,667 of the CEO Options will be awarded to Mr. Jensen, pursuant to the Transition Agreement, reflecting achievement of certain amended performance measures and will vest in equal parts on September 30, 2023 and June 1, 2024. This is expected to result in an incremental compensation cost of $1.0 million to be recognized over the award's remaining requisite service period in 2023 and 2024. Total compensation costs of $1.4 million will be recognized of the originally disclosed $3.2 million grant date fair value for the 850,000 stock options awarded in 2021.
(4)			Represents the grant date fair value of an annual option award granted from the 2021 Plan, which will vest in annual installments over a three year period.
(5)			Represents the amount paid in 2022. Mr. Brown’s annual base salary in 2022 was $600,000 and his employment began on April 1, 2022.
(6)			Represents an annual cash settled restricted stock unit award granted from the 2021 Plan, which will vest in annual installments over a three year period.
(7)			Represents an initial one-time 250,000 stock option award with a total grant date fair value of $838 thousand awarded in accordance with Mr. Brown’s employment agreement, plus a prorated annual option award, both of which were granted from the 2021 Plan and will vest in annual installments over a three year period.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
10.1						Amended and Restated Settlement Agreement between FREYR Battery Norway AS, FREYR Battery, and Tom Einar Jensen
10.2						Consultancy Agreement between FREYR Battery and Tom Einar Jensen
10.3						Contract of Employment between FREYR Battery and Birger Steen
10.4						Retirement Agreement between FREYR Battery SA and Torstein Dale Sjøtveit
99.1						Press Release of FREYR Battery, issued August 10, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	FREYR BATTERY

Date: August 10, 2023	By:	/s/ Are L. Brautaset
	Name:	Are L. Brautaset
	Title:	Chief Legal Officer

Exhibit 10.1

Dated 10 August 2023

(A)Freyr Battery Norway AS

(B)FREYR Battery

and

(B)Tom Einar Jensen

AMENDED AND RESTATED SETTLEMENT AGREEMENT

THIS AMENDED AND RESTATED SETTLEMENT AGREEMENT is made the 10th day of August 2023

among:

Freyr Battery Norway AS, a company incorporated in Norway with the organization number 929 340 019, the successor of Freyr AS, (the "Company");

FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with registered office at 22-24, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 251199 (the “Parent Company”); and

Tom Einar Jensen (the "Employee").

RECITALS

(A)The Company, the Parent Company and the Employee previously entered into a settlement agreement on 7 June 2023 (the "Settlement Agreement").

(B)The Company, the Parent Company and the Employee now desire to enter into this Agreement, which supersedes and replaces the Settlement Agreement and sets forth the terms and conditions of the termination of the Employee’s continuing employment with the Company.

(C)The Employee was employed by the Company and the Parent Company under the terms of a contract of employment dated 16 June 2021 (the "Contract of Employment").

(D)The Company and Parent Company are entering into this Agreement for themselves and as agents for all Group Companies and are duly authorised on their behalf. A "Group Company" is any company which is for the time being a subsidiary of the Parent Company.

(E)On 10 May 2023 the Parent Company appointed the Employee as director on its board of directors (the “Board”). For his services on the Board the Employee shall be entitled to ordinary board fees and equity awards paid and granted to board members. The Parent Company intends, in its sole discretion, to appoint the Employee as Executive Chair of the Board (or such other title as the Parent Company may notify the Employee from time to time). The appointment as Executive Chair will be made and announced in conjunction with the announcement of the appointment of a new CEO of the Parent Company, on or about 10 August 2023.

(F)In order to achieve certainty and finality, it is the intention of the Employee, the Company and the Parent Company in entering into this Agreement that it shall operate to terminate the relationship between them and in consideration of the settlement set out here, provide a full, absolute and irrevocable release by the Employee of all current and future claims against the Company (other than potential future claims under or in connection with the Consultancy Agreement (as defined below)), the Parent Company and any Group Company whether or not the Employee has knowledge of them, whether or not they are in the contemplation of the parties and whether or not they exist in law or fact at the date of this Agreement.

IT IS AGREED as follows:

1.TERMINATION OF EMPLOYMENT / APPOINTMENT AS EXECUTIVE CHAIR

1.1The Employee's employment with the Company and the Parent Company will terminate on
21 August 2023 (the "Termination Date") by reason of mutual agreement, subject only to the execution of the Consultancy Agreement (as defined below).

1.2Contemporaneous with the announcement of the appointment of a new CEO of the Parent Company on or about 10 August 2023, the Board of the Parent Company intends to appoint the

Employee as Executive Chair of the Board (or such other title as the Parent Company may notify the Employee from time to time).

2.PAYMENT OF SALARY AND BENEFITS UNTIL TERMINATION DATE

2.1The Employee's obligations to act in good faith and in the best interests of the Company, the Parent Company and all Group Companies and the Employee's obligations under the Employment Contract shall remain in full force and effect until the Termination Date.

2.2The Company will pay the Employee the normal remuneration and benefits until the Termination Date (less such sums as the Company is obliged by law to deduct by way of tax and employee's social security contributions (together the "Taxes")).

3.TERMINATION BY MUTUAL AGREEMENT

3.1The Employee, Company and Parent Company agree that the Contract of Employment shall terminate by mutual agreement and no compensation for loss of employment, damages for breach of contract, statutory or contractual redundancy pay or payment in lieu of notice (other than as agreed in this Agreement) shall be due.

3.2For the avoidance of doubt, the Employee’s obligations under the Contract of Employment that are intended to survive its termination (including but not limited to the Employee’s obligations under clause 11 (Confidentiality), clause 14 (Intellectual property) and clauses 15.7 – 15.8 (Termination and notice)) shall continue thereafter without additional remuneration save to the extent superseded by the Consultancy Agreement or the Employee properly discharging his obligations pursuant to or in connection with the Consultancy Agreement.

4.BONUSES AND EXPENSES

4.1The Employee shall, subject to the approval of the Board, be entitled to cash bonus award under the Parent Company’s short term incentive plan for 2023 (pro-rated) until the Termination Date. The 2023 (pro-rated) cash bonus shall be calculated and paid in accordance with the rules of the short-term incentive plan in place for 2023, and shall be paid on the first payment date after the Board’s approval. The Employee acknowledges that no other bonus or similar payment is due to him as a result of his employment.

4.2The Company will reimburse the Employee for all expenses reasonably and properly incurred and accounted for pursuant to the Company’s usual expenses policy in connection with the Employee’s employment up to the Termination Date provided that the Company receives the appropriate receipts or invoices before the Termination Date.

5.FULL AND FINAL SETTLEMENT AND MUTUAL WAIVER OF CLAIMS

5.1The Employee accepts the terms of this Agreement, acknowledges the offer to be engaged as a consultant by the Company on the terms appended in Schedule 1 (in its execution form, the “Consultancy Agreement”), accepts the Company’s release of any and all claims against Employee (as set forth in Section 5.5), and accepts the equity awards as summarised below in section 5.2 (the “Awards”) in full and final settlement of all and any claims (including, but not limited to, the right to accelerated vesting and a severance payment pursuant to Clause 15.5 of the Contract of Employment), whether under contract, at common law, under statute or otherwise which the Employee has, or may have, but for this Agreement against the Company, the Parent Company or any Group Company, and its or their shareholders, officers, employees and ex-employees arising directly or indirectly from the Employee’s employment by the Company and the Parent Company or its termination (together, the “Claims”). For the avoidance of doubt, such release shall not extend to potential future claims the Employee may have under or in connection with the Consultancy Agreement.

5.2The Employee will on the Termination Date be granted 566,667 stock options, which comes in addition to the 94,444 options already granted under the Contract of Employment (resulting in a total grant of 661,111 of the maximum of 850,000 stock options, based on delivery of seven (7)

of nine (9) KPIs set out in the Annex 1 - Options of the Contract of Employment). In accordance with the vesting schedule set out in the Contract of Employment, 31.481 options already vested on 31 December 2022, and of the remaining 629 630 stock options, 314,815 will vest on 30 September 2023 and 314, 815 will vest on 1 June 2024. The strike price of the stock options remains, as agreed in the Contract of Employment, USD 10.00. Otherwise, the rules of the 2021 Equity Incentive Plan shall apply for the Awards.

5.3The Employee warrants and represents that as at the date of this Agreement:

5.3.1having had the opportunity to take legal advice, he has notified the Company in writing of all and any actual or potential claims that the Employee has or may be entitled to make against the Company, the Parent Company or any Group Company, its or their shareholders, officers, employees and ex-employees either now or in the future, in respect of the Employee’s employment and its termination, whether contractual, statutory or otherwise;

5.3.2other than the Claims he has no other further claims or potential claims against the Company, the Parent Company or any Group Company or its or their shareholders, officers, employees and ex-employees and the Employee has not already instituted proceedings in relation to any claim or claims against the same;

5.3.3as at the date of this Agreement he is not aware of any conditions, illness, injury or other circumstances affecting them that may give rise to a personal injury claim against the Company, the Parent Company or any Group Company; and

5.3.4he has not committed any act or made any omission which might amount to, and is not aware (and ought not reasonably to be aware) of any circumstances which might constitute, a repudiatory breach of the Contract of Employment entitling the Company to terminate their employment without notice or payment in lieu of notice.

For the avoidance of doubt, the warranties set out in this clause 5.3 are a condition to the offer of Consultancy Agreement and the grant of the Awards.

5.4The Employee understands that the Company enters into this Agreement in reliance on the warranties given by the Employee in this Agreement.

5.5Effective as of the execution of this Agreement, in consideration of Employee’s execution of this Agreement, the Company and the Parent Company, each on behalf of itself and its or their respective subsidiaries, predecessors, successors, affiliates, and assigns (collectively, the “Company and Parent Company Releasors”) hereby release and discharge to the extent allowed by applicable law, the Employee from any and all claims, whether under contract, at common law, under statute or otherwise, whatsoever in law or equity, as against the Employee, any of the Company and Parent Company Releasors now has or ever had for or by reason of any cause, matter or thing whatsoever relating to or arising directly or indirectly from the Employee’s employment by the Company and the Parent Company or its termination. For the avoidance of doubt, such release shall not extend to potential future claims the Parent Company may have under or in connection with the Consultancy Agreement.

5.6It is agreed and understood by the parties that this Agreement is not to be construed as an admission of any liability by either party and that all liability is expressly denied. It is further agreed and understood by the parties that this Agreement is not to be construed as a concession by either party as to the proper construction, meaning, or interpretation of any of the provisions of this Agreement or of any of the rights or obligations thereunder. Either party may plead this Agreement as a full and complete defense to and may use it as a basis for an injunction against, any action at law, proceeding in equity or any other judicial or non-judicial proceeding that the other party may institute, prosecute, maintain, or continue to maintain to prosecute in breach thereof.

6.DIRECTORSHIP IN GROUP COMPANIES

6.1The Employee shall continue any directorship or other offices with any of the Group Companies or joint ventures companies in which any Group Companies have an interest, which the Employee held by reason of employment by the Company or the Parent Company, until such date agreed with or determined by the new CEO of the Group Company.

6.2Upon resignation or termination as a director of any such offices which the Employee holds with any Group Company the Employee will not represent or suggest in any way any continued authority in respect of or connection to those Group Companies.

7.GENERAL

7.1The terms of this Agreement are in substitution for all previous agreements or arrangements (whether written or oral) between the Company, the Parent Company or any Group Company and the Employee in connection with the termination of the Employee’s employment, including the Settlement Agreement between the Company, the Parent Company and the Employee dated 7 June 2023 which shall be deemed to have been terminated by mutual consent.

7.2This Agreement although marked “without prejudice” will upon signature by all parties be treated as an open document evidencing an agreement binding on the parties.

7.3This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and such counterparts or duplicates together shall constitute one and the same instrument.

8.GOVERNING LAW AND JURISDICTION

8.1This Agreement shall be governed by and construed in accordance with the laws of Norway. Non-contractual obligations (if any) arising out of or in connection with this Agreement shall be governed by the laws of Norway. The parties submit to the exclusive jurisdiction of the courts of Norway as regards any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

[Signature Page Follows]

SIGNED /s/ Are Lysnes Brautaset

For and on behalf of the Company

DATED August 10, 2023

SIGNED /s/ Oscar Brown

For and on behalf of the Parent Company

DATED August 10, 2023

SIGNED /s/ Tom Einar Jensen

By the Employee

DATED August 10, 2023

SCHEDULE 1 – CONSULTANCY AGREEMENT

[Enclosed separately]

Exhibit 10.2

CONSULTANCY AGREEMENT

This Consultancy Agreement (this “Agreement”) is entered into by and between FREYR Battery, a company in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce des Sociétés) under number B 251199 (the “Company”) and Tom Einar Jensen, a resident of Hoffsjef Løvenskiolds vei 3B, 0382 Oslo Norway (the “Consultant”). The Consultant and the Company are referred to herein individually as Party and collectively as Parties.

WHEREAS, the Consultant has experience and familiarity with battery industry, other green industries and disruptive technologies, business development and financial markets;

WHEREAS, the Company, directly and indirectly through its affiliates, is engaged in the business of renewable battery cell production;

WHEREAS, the Consultant was engaged by the Company and its subsidiaries (each a “Group Company”) as an employee pursuant to a contract of employment dated 16 June 2021 (the “Contract of Employment”), which was terminated pursuant to a settlement agreement entered into between the Consultant, the Company and FREYR Battery Norway AS on or around the date of this Agreement; and

WHEREAS, following the termination of the Contract of Employment, the Company wishes to engage the Consultant to provide certain Consultant Services (as defined below) on a nonexclusive basis, and the Consultant wishes to accept such engagement by the Company pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of these recitals and the mutual promises and covenants set forth herein, and intending to be legally bound, the Consultant and the Company hereby agree as follows:

1.Consultant Term. This Agreement shall be effective on 21 August 2023 (the “Effective Date”) and is intended to supersede and replace any prior agreement or arrangement between the Consultant and the Company or any of its Group Companies (except the Settlement Agreement entered into by and between the Company, the Consultant and FREYR Battery Norway AS). The Consultant shall commence providing the Consultant Services (as defined below) on the Effective Date and shall continue providing the Consultant Services one (1) year thereafter, unless the Consultant’s engagement pursuant to this Agreement is earlier terminated in accordance with Section 10 (the “Consultant Term”). Any extension of the Consultant Term shall be subject to mutual written agreement between the Parties, and references to the “Consultant Term” in this Agreement shall include any such extension of the Consultant Term.

2.Consultant Services. During the Consultant Term, the Consultant shall provide services relating to business development, financing, stakeholder engagement, transitional services and assistance as requested by the Company and agreed with the Company’s incoming Chief Executive Officer and such other services as may be requested by the Company from time to time (the “Consultant Services”). The Consultant shall report to the Chief Executive Officer. The Consultant shall devote such time and effort as are reasonably necessary to perform the Consultant Services required of the Consultant and, in any event, not less than 75% of the Consultant’s working time, on average; provided, however, that the Consultant may be required to provide Consultant Services during such hours as necessary for the proper performance of the Consultant Services. The Consultant acknowledges that the time reasonably necessary to perform the Consultant Services may vary from month to month, and, notwithstanding the foregoing, that the Company is under no obligation to request a minimum amount of Consultant Services during

the Consultant Term. The Parties agree that they will work in good faith to schedule any of the Consultant Services so that they do not conflict with the Consultant’s other employment or consulting engagements, if any. All Consultant Services shall be performed by the Consultant with a level of skill and care generally exercised by others performing the same or similar services.

3.Fees and performance-based program.

a.During the Consultant Term, the Company will pay the Consultant a Consultant Fee of 30,000 USD (or its equivalent in Norwegian Krone, at such rate as determined by the Company) with respect to each month that Consultant Services are performed (the “Consultant Fee”), prorated for any portion of the Consultant Term that is less than a full calendar month, which monthly Consultant Fee shall be paid to the Consultant within thirty (30) business days following the end of any such month.

b.The Consultant shall be entitled to an award of 250,000 stock options if the share price of the Company is USD 14 or higher for a consecutive period of 10 trading days during the period from the signing of the Consultancy Agreement till 20 August 2024 (the “Performance Based Program”). Any stock options granted under the Performance Based Program shall vest on 21 August 2024. The strike price for the stock options shall be set at USD 10 per share. Otherwise, the rules of the Company’s 2021 Equity Incentive Plan shall apply for the Performance Based Program. If the requirements for award of stock options have not been met by 20 August 2024, the Performance Based Program shall be forfeited.

c.The Consultant shall be entitled to an additional bonus of approximately 5,950,000 NOK contingent upon (i) the achievement of certain milestones related to the financing of Giga America on or before December 31, 2023, as determined by the Company’s Board of Directors in its absolute discretion and (ii) the Consultant remaining engaged pursuant to this Agreement and not having given or received notice to terminate the Consultant Term in accordance with Section 10.

d. The Consultant shall be entitled to participation in such of the Company’s benefit plans made available to consultants to the Company generally and as may be appropriate in regard to the services required by him.

4.Independent Contractor Status. The Parties acknowledge and agree that, at all times during the Consultant Term: (a) the Consultant shall be an independent contractor and not an employee, agent, partner or joint venturer of the Company; (b) the Consultant shall not have any authority to make any statement, representation or commitment of any kind on behalf of the Company, or bind or attempt to bind the Company to any contract, and the Consultant shall not represent to any person or entity that he has any such authority; (c) the Consultant shall hold himself out to third parties as a “Consultant” of the Company, provided, that nothing herein shall prevent the Consultant from informing third parties that he serves as a Director on the Company’s Board of Directors when serving as a Director on the Company’s board of Directors; and (d) the Consultant Services are personal in nature and will be provided by the Consultant himself without the assistance of others. Insofar as compliant with applicable law, the Company shall not provide workers’ compensation, disability insurance, social security, unemployment compensation coverage or any other statutory benefit to the Consultant. The Consultant shall take into account the goals to be attained and the results to be achieved by the Consultant with respect to the Consultant Services, but the Consultant shall be solely responsible for the means, manner and time in which the Consultant Services are performed under this Agreement (within the deadlines and other parameters reasonably established by the Company). Consultant shall furnish, at the Consultant’s own expense, the materials, equipment and other resources necessary to perform the Consultant Services. Nothing in this Agreement shall be interpreted or construed

as creating or establishing a relationship of employer and employee between the Client and the Consultant.

5.Taxes. The Consultant acknowledges and agrees that the Consultant shall be solely responsible for tax returns and payments required to be filed with or made to any relevant tax authority as a result of the Consultant Fee or any other payment provided to the Consultant pursuant to this Agreement. The Company shall not deduct or withhold from the Consultant Fee or any other payment provided to the Consultant pursuant to this Agreement any taxes, amounts for unemployment compensation, social security or other contributions unless required to do so by law. The Company makes no representations concerning the tax consequences of the Consultant Fee or any other payment provided to the Consultant pursuant to this Agreement. The Consultant shall be responsible for withholding and paying all taxes as required by applicable law.

6.Confidentiality. The Consultant acknowledges that the Consultant will acquire access to confidential information of the Company during the Consultant Term. The Consultant agrees that all such confidential information is disclosed to the Consultant in confidence and is strictly for the Consultant’s use on behalf of the Company.

a.The Consultant shall not make use of or disclose to any person, and shall use the Consultant’s best endeavors to prevent the use, publication or disclosure of any information of a confidential or secret nature concerning the business of the Company, and that comes to the Consultant’s knowledge during the course of or in connection with the Consultant’s engagement with the Company, or concerning the business of any person having dealings with the Company and which is obtained directly or indirectly in circumstances in which the Company is subject to a duty of confidentiality in relation to that information.

b.For the purpose of this Section 6, information of a confidential or secret nature means non-public information of the Company or any Group Company, including but not limited to business plans, products, technical data, specifications, documentation, presentations, product plans, business methods, product functionality, customer information, contracts, formulas, competitive analysis, databases, formats, methodologies, strategic plans, marketing plans, customer lists, prospect lists, pricing information or information related to engineering, marketing or finance, regardless of whether such documents are marked confidential or not and regardless of whether such information exists in written form or stored by electronic media or on other forms of information carrier.

c.This Section 6 shall continue to apply after the termination of the Consultant Term, whether terminated lawfully or not, without limitation in time.

d.The Consultant is prevented from maliciously disparaging or otherwise making harmful or unfavorable statements regarding the Company, the Group Company and any of its or their officers, employees, ex-employees, consultants or any of its or their services, operations, processes or methods.

e.The Consultant acknowledges that any breach of confidentiality during the Consultant Term or at any time thereafter may lead to liability and may constitute grounds for dismissal and/or render the Consultant liable for legal action and/or damages.

f.Pursuant to 18 U.S.C. § 1833(b), or the applicable equivalent law, the Consultant understands that he will not be held criminally or civilly liable under applicable trade secret law for the disclosure of a trade secret of the Company that (a) is made (i) in strict confidence to a government official, either directly or indirectly, or to his attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a

complaint or other document that is filed under seal in a lawsuit or other proceeding. The Consultant understands that if he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret to his attorney and use the trade secret information in the court proceeding if he (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that the Consultant has with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or applicable equivalent law, or create liability for disclosures of trade secrets that are expressly allowed by such section.

7.Ownership of Intellectual Property.

a.All intellectual property rights, including patentable inventions, trademarks, design rights or copyrights, that are discovered, created or developed by the Consultant during the course of the Consultant’s Consultant Services shall fully and wholly devolve upon and be the property of the Company or shall be transferred to the Company if such transfer is necessary under applicable law. The same applies to similar creations that are not legally protected by patent, trademark, copyright or similar laws but that the Company has an interest in employing. The Consultant hereby assigns, including by way of present assignment of future rights, all intellectual property rights to the Company with full title guarantee free from all encumbrances and third party rights. The Company is free to adapt and further develop the intellectual property rights as it may wish, as well as transfer and/or license the rights to a third party. The Consultant agrees to assist the Company in every proper way to evidence, record and perfect the foregoing assignment and to apply for and obtain recordation of and from time to time secure, enforce, maintain and defend the assigned rights. If the Company is unable for any reason whatsoever to secure the Consultant’s signature to any document requested by the Company under this Section 7(a), the Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Consultant’s agents and attorneys-in-fact, coupled with an interest and with full power of substitution, to act for and on the Consultant’s behalf and instead of the Consultant, to execute and file any such document or documents and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by the Consultant.

b.The Company shall by virtue of the consulting relationship have an unrestricted, exclusive and gratuitous right to exploit such intellectual property rights and creations. Such intellectual property rights and creations shall without exception be deemed to have been created or developed in the course of the Consultant’s Consultant Services if the exploitation of the rights or creations falls within the scope of the Company’s business. This applies notwithstanding that the Consultant has created or developed the rights or creations outside working hours or outside the Company’s premises.

c.The Consultant is not entitled to any separate compensation for the Company’s utilization of rights as mentioned in this Section 7. The Consultant shall unsolicited inform the Company of any rights that may fall within the scope of this Section 7, unless it is obvious that the Company is already aware of the right.

8.Non-Competition; Non-Solicitation.

a.The Consultant agrees that, during the Consultant Term and for a period of 12 months thereafter (the “Restricted Period”), the Consultant shall not, within (i) Norway and Luxembourg or (ii) any other country in which the Company or any of its Group Companies or affiliates is doing or directing business (including marketing) and for which the Consultant acquired or had access to confidential information of the Company (it being understood that the Consultant shall have broad access to confidential information of the Company during the Consultant Term) (the “Restricted Territory”), engage in, operate, manage, provide financing to or otherwise acquire ownership in, or serve as an officer, director, member, partner, employee, agent, director, advisor or representative, of a business or other entity which engages or plans to engage, within the Restricted Territory, in battery cell production or any other line of business in which the Company or any of its affiliates is engaged or has developed plans to engage and about or for which the Consultant obtained or developed confidential information during the Consultant Term (the “Restricted Business”); provided, however, that, if the Company terminates the Consultant Term without Cause (as defined below), the Company shall, during the 12-month period following the Consultant Term, pay, on a monthly basis, an amount equal to the Consultant Fee (the “Non-Compete Payment”); provided, that if the Consultant acquires or receives income in the Restricted Period, the Company is entitled to reduce the Non-Compete Payment correspondingly, up to a maximum of half of the total Non-Compete Payment the Consultant could be entitled to from the Company. The Consultant shall provide the Company information regarding income from work in the Restricted Period. If the Consultant does not meet this requirement, the Company is entitled to withhold Non-Compete Payment until the information is presented. In the event of a breach of this Section 8(a) by the Consultant, the Company shall have no obligation to pay or continue to pay any unpaid portion of the Non-Compete Payment, and the Company shall have the right to recover from the Consultant the full amount of the Non-Compete Payment already paid. In the event of breach of this Section 8(a), the Company may demand that the infringement immediately ceases and may take necessary legal actions. For purposes of this Agreement, “Cause” shall mean: (i) the Consultant’s commission of an act of gross misconduct; (ii) the Consultant’s material breach of the terms of this Agreement; (iii) any act of fraud, dishonesty or conduct tending to bring the Consultant or the Company into disrepute; or (iv) the Consultant is convicted of, or pleads guilty or nolo contendere (or its equivalent under local law) to, any felony or similar criminal offense.

b.The Consultant agrees that during the Consultant Term and for a period of 24 months thereafter, the Consultant shall not: (i) solicit for employment or engagement, knowingly entice away, or hire or engage (whether as an employee, director, agent, contractor or otherwise), any person who, as of the last day of the Consultant Term is, or in the 12-month period preceding the last day of the Consultant Term was, an officer, employee, agent or independent contractor of the Company or its subsidiaries, or encourage any of them to terminate their employment with the Company or its subsidiaries; (ii) solicit, hire or engage any person who, as of the last day of the Consultant Term is, or in the 12-month period preceding the last day of the Consultant Term was, a customer or supplier of, or any person or entity with a business relationship with the Company or any of its subsidiaries for the purposes of offering or providing goods or services similar to or otherwise competitive with those offered or provided by the Company or any of its subsidiaries.

c.Notwithstanding the foregoing, the Consultant shall not be prevented or restricted from any of the following: (i) owning, directly or indirectly, as a passive investment, less than five percent (5%) of the outstanding voting equity securities of any partnership, corporation, limited liability company or other entity (whether public or private) that is engaged in a Restricted Business, provided that the Consultant does not provide services to, or actively

participate in the operation or control of, such partnership, corporation, limited liability company or other entity; and (ii) owning passive interests in or securities of any debt or equity investment fund or similar investment entity if the Consultant does not have the ability to control or exercise any managerial influence over such fund.

d.In addition: (i) the Parties agree that the covenants set forth in Section 6, Section 7 and this Section 8 (the “Covenants”) have been specifically negotiated by sophisticated commercial parties and that all such provisions are reasonable under the circumstances and given the activities contemplated by this Agreement; (ii) the Consultant acknowledges and agrees that the Covenants are reasonable in light of all of the circumstances, are sufficiently limited to protect the legitimate interests of the Company and its subsidiaries, impose no undue hardship on the Consultant, and are not injurious to the public; and (iii) the Consultant further acknowledges and agrees that the Consultant’s breach of any of the Covenants may cause the Company irreparable harm, which may not be adequately compensated by money damages, and that the Company may elect to prevent the Consultant from breaching such provisions by seeking to obtain an injunction against the Consultant. In addition, the Company may demand that the Consultant pays the enrichment he and/or any new employer/client etc. has or have achieved as a result of the breach. The Consultant acknowledges and agrees that payment of compensation in the event of the Consultant’s breach of any of the Covenants shall not be interpreted or construed as establishing a waiver of any such Covenant or that the infringement may continue.

9.Return of Property. The Consultant agrees that, by no later than the last day of the Consultant Term or such earlier date selected by the Company, the Consultant shall return to the Company all property and documents belonging to the Company or any Group Company in the Consultant’s possession, custody or control, including, without limitation, security and computer passwords, computer software, financial and accounting records, reports and files, originals and copies of documents or other media on which information is held in the Consultant’s possession relating to the business or affairs of the Company or any Group Company and any other property belonging to the Company or any Group Company which the Consultant obtained in the course of the Consultant’s engagement by the Company (including any documents or other materials containing confidential information), and the Consultant agrees not to retain copies of any such materials. To the extent the Consultant has any of the foregoing documents in the Consultant’s possession, custody or control in electronic form (for example, in the Consultant’s personal cloud storage or email account or on a personal computer), the Consultant agrees to identify such documents to the Company, to deliver identical copies of such documents to the Company (if the Company so requests), and to follow the Company’s instructions regarding the permanent deletion or retention of such documents. The requirements of this Section 9 shall not apply to publicly available documents or documents relating directly to the Consultant’s compensation. The property and documents which must be returned to the Company pursuant to this Section 9 must be returned whether in the Consultant’s possession, work area, home, vehicle, the possession of an employee or contractor of the Consultant or in the wrongful possession of any third party with the Consultant’s knowledge or acquiescence, and whether prepared by the Consultant or any other person or entity. The Consultant agrees that he will sign a certification, affidavit or such other document representing that the Consultant has fulfilled the obligations of this Section 9, as the Company may request, and deliver it to the Company.

10.Termination.

a.The Consultant Term may be terminated by each of the Parties for any reason or no reason upon three (3) months’ advance written notice to the other Party (such notice period, the “Notice Period”), provided, however, that neither Party may render a notice of termination before 21 May 2024. The Notice Period shall be calculated from and including the first day of the month following the issuance of such notice.

b.Notwithstanding Section 10 a, the Company may terminate the Consultant Term with immediate effect upon written notice to the Consultant in the event of the Consultant’s breach of this Agreement or in the event of the Consultant’s failure to perform the Consultant Services, or if the Consultant performs an act of gross misconduct, fraud, dishonesty or is convicted of, or pleads guilty or nolo contendere (or its equivalent under local law) to, any felony or similar criminal offense.

c.In the event of termination pursuant to this Section 10, the Company shall pay the Consultant any Consultant Fees then due and payable for any Consultant Services completed up to and including the last day of the Consultant Term. Notwithstanding the foregoing, the Consultant acknowledges that the Company may, in its discretion, waive all or any portion of the Notice Period in the event of termination by the Consultant, and that the Company’s obligations to continue to provide the Consultant Fee shall cease to apply on the date selected by the Company as the last day of the Notice Period, which shall be the last date of the Consultant Term; provided, however, that the Company shall pay the Consultant any Consultant Fees then due and payable for any Consultant Services completed up to and including the last day of the Consultant Term. For the avoidance of doubt, the Consultant shall not be entitled to any termination fees in addition to any Consultant Fees due and payable for any Consultant Services as per the above.

d.Upon termination of the Consultant Term, the Consultant shall repay any debts to the Company, and release the Company of any guarantee or security for loans or responsibilities on behalf of the Consultant.

11.Avoidance of Conflict of Interest. The Consultant represents and warrants that there are no actual or potential conflicts of interest concerning the Consultant Services to be performed under this Agreement. During the Consultant Term, and without limiting the Covenants, provided the Company’s Board provides prior written consent (which shall not be unreasonably withheld), the Consultant may be engaged or employed in any other business, trade, profession or other activity while providing the Consultant Services; provided, however, at all times such role or appointment does not place the Consultant in a conflict of interest with the Company. The Consultant has not brought and shall not bring to the Company or use in the performance of the Consultant Services any materials or documents of another party considered confidential unless the Consultant has first obtained written authorization from such party for the possession and use of such materials and has received the Company’s prior written consent to use such materials. The Consultant will advise the Company at such time as any activity of either the Company or another business presents the Consultant with a conflict of interest or the appearance of a conflict of interest. The Consultant shall take whatever action is requested by the Company to resolve any conflict or appearance of conflict which it finds to exist.

12.Indemnification. To the fullest extent permitted under applicable laws, rules and regulations, the Consultant agrees to defend, indemnify and hold harmless the Company and its affiliates, and their officers, directors, agents, employees, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, claims, judgments, taxes, interest, awards, penalties, fines, costs, attorneys’ fees or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from the Consultant’s acts or omissions; (b) the Consultant’s breach of any representation, warranty or obligation under this Agreement; or (c) claims for any workers’ compensation, overtime claims, employee tax liability claims, benefits or other claims brought, or liabilities imposed, against the Company by the Consultant or any other party (including governmental bodies and courts), whether relating to the Consultant’s status as an independent contractor, or the status of its personnel or otherwise under this Agreement, including, in each case and without limitation, by cooperating with the Company in all reasonable respects in the defense of any and all such claims by supporting the assertions

made in this Agreement regarding the Consultant’s status as an independent contractor. The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to the Consultant.

13.Governing Law. The validity, interpretation, construction performance and enforcement of this Agreement shall be governed by the laws of Norway.

14.Remedies. The Consultant agrees that the covenants and obligations in this Agreement relate to special, unique and extraordinary matters, and that the Company would be irreparably damaged by any breach of this Agreement. Without prejudice to the rights and remedies otherwise available to the Company, the Consultant agrees that the Company shall be entitled to seek equitable relief, including an injunction or specific performance, in the event of any breach of the provisions of this Agreement by the Consultant.

15.Entire Agreement. This Agreement sets forth the entire agreement of the Parties and, except as explicitly stated herein, supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any Party hereto with respect to such subject matter.

16.Amendment. This Agreement may only be amended, modified, waived or discharged by a written document signed by the Consultant and the Company.

17.Assignment. This Agreement is personal to the Consultant and this Agreement, including the obligations and benefits hereunder, may not be assigned to any party by the Consultant. This Agreement may be freely assigned by the Company.

18.Severability. To the extent that the terms set forth in this Agreement or any word, phrase, clause or sentence is found to be illegal or unenforceable by a court of competent jurisdiction for any reason, the parties mutually agree that such term, word, phrase, clause or sentence will be modified in such manner so as to achieve the intention of the parties in entering into this Agreement and rendering this Agreement, as modified, legal and enforceable under applicable laws. If, however, a court of competent jurisdiction finds that any such term, word, phrase, clause or sentence cannot be so modified and thus made enforceable, or otherwise declines for any reason to do so, the parties mutually agree that such term, word, phrase, clause or sentence shall be deemed severed from this Agreement and be of no force and effect, and the balance of this Agreement will not be affected thereby, the balance being construed as severable and independent.

[Signature Page Follows]

In witness thereof, the Parties have executed this Agreement.

CONSULTANT

/s/ Tom Einar Jensen
Tom Einar Jensen
Date: August 10, 2023

FREYR BATTERY

/s/ Oscar Brown
Oscar Brown
Group CFO
Date: August 10, 2023

Exhibit 10.3

This CONTRACT OF EMPLOYMENT (the "Contract") is made between

FREYR Battery (sodete anonyme)

with office at 22-24, Boulevard Royal, L - 2449 Luxembourg, registered at the R.C.S. Luxembourg under number B 251199

(hereinafter referred to as "FREYR", the "Company" or the "Employer")

and

Birger Steen

(hereinafter referred to as the "Employee")

1Position, term, place of work, reporting line

1.1The Employee is employed to act as Chief Executive Officer ("CEO") of FREYR as well as its subsidiaries (FREYR and its subsidiaries collectively being referred to as the "Group").

1.2Notwithstanding the provisions of section 1.3 and section 16 (Termination and notice) of this Contract, this Contract is made for an unlimited period of time and the Employee's employment with the Employer shall commence on 21 August 2023 (the "Commencement Date"), without prejudice to section 18.1 of this Contract.

1.3The Employee is employed in a full-time working position.

1.4The Employee's primary place of work shall be Lysaker, Norway, or such other place which the Employer may reasonably require for the proper performance and exercise of his duties (the "Place of Work"). The Employee acknowledges and understands that his duties will require him to travel to and conduct his work at the Employer's premises in Luxembourg on a regular basis. The Employee further expressly agrees that, in the performance of his services, the Place of Work may be modified, temporarily or permanently, upon mutual agreement of the Employee and the Employer. The Employee acknowledges that the Employee's work may necessitate a considerable amount of travel. The Employee agrees to travel for the Employer's business (both within the territory of the Grand Duchy of Luxembourg and abroad) as may be required for the proper performance and exercise of his duties. The Employee acknowledges and agrees that he may not unreasonably refuse such business trips. The Employee's unjustified refusal in this regard may result in sanctions, potentially including the termination of this Contract.

1.5The Employee shall report to the board of directors of FREYR or any other designated person or body.

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2.Duties

2.1The Employee is expected to carry out the duties that are customarily assigned to a CEO.

The Employee's duties will hence notably include, but will not be limited to the performance of the following main tasks:

•Setting the Employer's and Group's overall strategy and vision, and communicating it to employees, stakeholders, and investors.

•Developing and implementing operational plans and initiatives to achieve the Group's goals and objectives.

•Building and managing an effective leadership team to oversee the day-to-day operations of the business.

•Identifying and prioritizing key business initiatives and allocating resources to achieve them.

•Maintaining a strong understanding of market trends, customer needs, and competitor activities to guide business decisions.

•Establishing and maintaining relationships with key partners, customers, and stakeholders to drive growth and success.

•Ensuring that the Group's finances are sound and that financial targets are met, and overseeing the budgeting and forecasting process.

•Developing and implementing policies and procedures to ensure legal and regulatory compliance, as well as ethical and responsible behavior.

•Creating a strong culture of accountability, collaboration, and continuous improvement, and promoting employee engagement and development.

•Evaluating and managing risk across the organization, and developing strategies to mitigate or avoid potential issues.

•Leading and managing change initiatives, including mergers and acquisitions, restructuring, and process improvements.

2.2The Employee's normal duties are those reasonably consistent with the functions described under section 2.1 of this Contract. The Employee understands however that in the course of his employment, it may be necessary to expand his duties in accordance with the Employer's assessment or its operational needs, provided that such duties are commensurate with his experience and/or education. The Employer therefore reserves the right to assign other duties to the Employee at any time.

2.3The Employee is obliged to carry out the duties that are or will be assigned to the Employee's position and that naturally fall within the scope of his position or other duties as FREYR may reasonably require. FREYR may issue instructions and guidelines which the Employee shall adhere to as part of this Contract. The Employee will further be required to comply at all times with the Employer's personnel handbook, rules, regulations and policies as may be applicable at any given time.

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2.4The Employee shall devote his skills, attention and full working capacity to the affairs and activities of the Employer and of the Group.

During the performance of this Contract, the Employee shall not, without FREYR's prior written consent (which shall not be unreasonable withheld) be employed, engaged, concerned or interested, whether directly or indirectly, in any trade, business, undertaking or occupation other than the Employer of the Group, nor undertake any other work for anyone other than the Employer or the Group, paid or unpaid, whether for the Employee's own account or for any other employer or principal.

In addition, the Employee shall notify the Employee of any voluntary or unpaid work that may affect the Employee's performance of his functions under this Contract. Further, the Employee may not, without FREYR's prior written consent (which shall not be unreasonable withheld) accept external board membership positions.1

The Employee accepts to inform the Employer if he is employed, engaged, concerned or interested, whether directly or indirectly, in any trade, business, undertaking or occupation other than that of the Employer or the Group during the performance of this Contract in order for the Employer to verify whether the conditions described above are met.

2.5The Employee accepts that he qualifies as a senior executive ("cadre superieur") pursuant to Articles

L. 162-8 (3) and 211-27 (5) of the Luxembourg Labour Code.

3.Working hours

3.1The Employee's regular working time under the Contract is one hundred percent (100 %) of a normal working time, i.e. forty (40) hours per week and eight (8) hours per day. The working schedule is Monday to Friday from 9 a.m. to 6 p.m. with one (1) hour for lunch. The Employee's actual working hours will however depend on the importance, complexity and urgency of the Employer's activities and the Employee acknowledges and recognizes that he does not consider working hours as a substantive aspect of this Contract.

3.2The Employee agrees that working time may be reviewed and knowledges that work beyond regular office hours must be expected due to his position.

The Employee, being a senior executive ("cadre superieur"), is hence expected to adopt a flexible approach to working hours. The Employee may be required to work on Saturdays or Sundays and to work overtime in addition to his normal hours of work on reasonable notice or whenever necessary for the proper performance of his duties or to meet the needs of the business. The Employee acknowledges that he will not receive any additional payment for hours worked in excess of his normal working hours, or hours worked on a Saturday or Sunday.

1 The parties have agreed that the Employee may continue as board member and chair of the board of Nordic Semiconductor ASA and that he may continue as member of the board of Nordea till Ql 2024, but will step down from his Board Operations and Sustainability committee leadership role in this board on or before the Commencement Day.

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4.Salary

4.1FREYR shall pay the Employee a gross base salary in Norwegian Kroner (NOK) of 7,000,000 per annum.

4.2The Employee's salary shall be paid monthly on or around the twentieth (20th) day of each calendar month to the bank account provided by the Employee, in respective instalments of one twelfth (1/ 12) of the annual amount pro rata temporis, after deduction of all mandatory duties, taxes and social security contributions as required by law.

4.3The Employee, who is currently not a Luxembourg resident, shall take the necessary steps to comply with the tax and social security's obligations incumbent upon him under this Contract as an employee in the country where he performs his duties and his country of residence. FREYR shall ensure that the Company fulfills all relevant tax and social security duties and obligations as employer, related to the country where the Employee performs his duties and his country of residence.

FREYR will cover any cost related to tax and legal advisory services related to the relocation to Norway (before, during and after the relocation) and for the taking over of the role as CEO of FREYR, as well as any tax and immigration reporting and advice related to the Employee's current or former residence.

All costs covered under this section 4.3 shall cover gross costs, meaning that any tax cost related to such coverage shall be carried by FREYR.

4.4The Employee's salary may be reviewed annually on 1 January, the first possible review to be done, if any, with effect from 1 January 2025.

4.5The Employer will cover the following customary mobility costs in relation to the Employee and his direct family (i.e. spouse and children, if any) moving to Norway:

a)Reasonable and documented costs of moving personal belongings from the Employee's current place of residence in Germany to Norway, upon arrival to Norway;

b)Cost of one-way trip when moving to Norway;

c)Cost of one round-trip economy look-see trip to Oslo for family (3 pax); and

d)Other reasonable and documented costs directly related to the relocation, e.g. early lease terminations, registration fees, and similar.

All costs covered shall cover gross costs, meaning that that any tax cost related to such coverage shall be carried by FREYR.

4.6The Employee will be granted a lump-sum sign-on-grant of two hundred and fifty thousand (250,000) options on or about the Commencement Date (the "Options Grant Date"), and will vest in one third (1/3) tranches over three (3) years and be governed by the provisions of FREYR's 2021 Equity Incentive Plan - the long term incentive plan ("LTIP") program, and the provisions set out in section 5 below.

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5.Bonus and incentives

5.1The Employee will participate in FREYR's bonus scheme, which terms (including participation) and objectives are at any time under the sole discretion of FREYR.

5.2The Employee may be eligible for consideration of an annual bonus of up to one hundred percent (100 %) of yearly base salary.

5.3Such bonus is interpreted and deemed to be inclusive of statutory payable bonus or profit sharing or other statutory benefits. At payment, statutory payable bonus or profit sharing or other statutory benefits will be deducted from the bonus amount.

5.4The Employee may further participate in FREYR's LTIP program, which terms and objectives are at any time under the sole discretion of FREYR. The Employee will be granted six hundred thousand (600,000) options per annum for the years 2024 and 2025, and two-hundred-and-eighteen-thousand, six-hundred-and-thirty (218,630) for 2023 as per the LTIP program.

The 2023 options will be granted on the Options Grant Date, and the 2024 and 2025 options will be granted as part of the Company's main grant (which is typically made in Q2) of the corresponding year. The exercised price ("strike price") shall be the fair market value on the grant date calculated in accordance with the terms of the LTIP program.

These options shall vest in one third (1/3) tranches over three (3) years on the applicable anniversary date of the respective grant date and must all be exercised within five (5) years of the same grant date.

If, during the twelve (12) months immediately following the occurrence of a Change in Control (as defined in the LTIP program), the Employee experiences a termination of employment under circumstances which would entitle him to contractual severance indemnity under Section 16.4 of this Agreement, all then-granted but unvested options will vest and be cancelled in exchange for a cash payment equal to the aggregate spread (if any) with respect to any such options.

5.5In case of termination without notice in accordance with Section 16.3, any outstanding options (including any vested portion thereof) held by the Employee shall immediately terminate in their entirety. For the avoidance of doubt, under the LTIP program termination «for cause» shall for the Employee have the same meaning as termination without notice in accordance with Section 16.3.

5.6The options shall except where otherwise specified herein, be governed the terms of the LTIP program attached hereto as Annex 1.

It is understood and agreed that the above terms and conditions may be amended from time to time subject to the Employer's sole discretion.

5.7Potential bonus payments, even if made repeatedly or regularly and whatever their amounts are, can never lead to a vested right for the Employee or any acquired right to similar benefits in the future. Bonus payments depend on the Employer's goodwill and are made at FREYR's sole discretion and according to the financial achievements of FREYR and/or the Employee's own achievement of goals.

Bonus payments, if any, will be made subject to the deduction of social and tax contributions as required by applicable law.

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5.8If at any time after any bonus, option or other award is paid to the Employee FREYR or Group is required to restate its accounts to a material extent, related to the period after the Commencement Date, or FREYR becomes aware of any material malfeasance or material wrongdoing on the Employee's part, then FREYR shall be entitled to recalculate the bonus that it would have awarded in each financial year, had these facts been known at the time the award was granted. The Employee shall be liable for and, if so, required by FREYR, repay on demand the difference between such recalculated bonuses and the aggregate value of the awards actually granted to the Employee. The Employee shall not be liable for repaying any difference between such recalculated bonuses and the aggregate value of the awards actually granted to the Employee, if this relates to restating of accounts relating to any period before the Commencement Date, or other circumstances related to the period before the Commencement Date.

6.Vacation and holidays

6.1The Employee is entitled to an annual statutory paid leave, currently set at twenty-six (26) days of vacation per full calendar year on a full-time basis in accordance with Articles L. 233-1 and following of the Luxembourg Labour Code. Vacation days must be taken at times appropriate to the local work situation, approved beforehand by the Employee's hierarchy.

6.2The Employee must request each period of leave within a reasonable time before the intended start of such leave, to minimize business disturbance. The Employee and the Employers acknowledge that leave periods must be mutually agreed between them, and that the Employer may refuse the Employee's request for leave if it would conflict with business needs.

6.3In the years of commencement and termination of employment, the Employee's holiday entitlement will be calculated on a pro rata basis, in accordance with the Luxembourg Labour Code. If on the day the employment relationship ends the Employee has taken more holidays than he is entitled to, the Employee must compensate the Employer for each day of holiday he has taken in excess of his annual holiday entitlement, on a pro rata basis, as the case may be.

6.4Holidays must be taken during the year that they have been accrued. Any holidays not taken at the end of the year can, exceptionally and with the Employer's prior approval, be carried forward into the next holiday year but no further than 31st March. After this date, any unused holiday entitlement shall be forfeited.

7.Other benefits

7.1Limitations

Only gross base salary according to clause 4.1 - and no other benefits - shall generate basis for pension benefits and holiday allowance.

7.2Social security

In addition to statutory state provided schemes, the Employee is entitled to participate in FREYR's pension scheme and life, accident, and travel insurance schemes.

Such additional benefits may be altered at FREYR's discretion, though without affecting accrued entitlements.

7.3Laptop, mobile phone, etc.

FREYR will provide the Employee with a laptop for business use until the end of this Contract.

Page 6 of 14

FREYR will provide the Employee with a mobile phone and cover reasonable cost for business use and, to a reasonable extent, private use in accordance with FREYR's policies until the end of this Contract.

Further, FREYR will reimburse 50% of internet subscription at home until the end of this Contract. In the event of misuse of the mobile phone as well as the laptop together with their accessories (the

"Equipment"), the Employer reserves the right to revoke the issuance of the Employer's Equipment or prohibit private use thereof at any time. In any event of revocation, the Employee shall not be entitled to any compensation, and in particular, his remuneration will not be increased.

8.Deduction from salary, etc.

Deductions from salary and bonus may be made to the extent permitted by Articles L.224-1 and following Of the Luxembourg Labour Code.

9.Illness

9.1The Employee is entitled to full salary, in accordance with section 4, for a period of up to 12 months of continuous absence due to illness.

9.2In case of illness and in accordance with Article L.121-6 of the Luxembourg Labour Code, the Employee shall inform FREYR immediately, i.e. on the first day of the illness having caused the absence from work. On the third day of absence at the latest, the Employee shall submit to FREYR a medical certificate attesting to the Employee's illness and its likely duration. FREYR reserves the right to demand a medical certificate justifying any absence irrespective of its duration.

9.3In case of absence due to illness, FREYR may at any time request the Employee to visit a medical practitioner, chosen at FREYR's expenses and discretion.

10.Business expenses

10.1FREYR shall, conditional on the presentation of invoices or vouchers or other appropriate evidence of actual payment, reimburse (or procure the reimbursement of) the Employee for all expenses, including business travel expenses, wholly, properly, necessarily and reasonably incurred by the Employee in the proper performance of his duties during the course of the Contract, and in accordance with FREYR's policies on expenses, as communicated to the Employee and subject to any future amendments.

11.Code of conduct and provisions

11.1The Employee shall comply with all codes of conduct and all other rules and regulations applicable to the Employee's duties and to the business of the "Group.

11.2The Employee shall comply with FREYR's prevailing policies, rules, and procedures, and all other applicable instructions laid down in FREYR's guidelines, personnel handbook or similar manuals.

11.3The Employee is obliged, without delay, to read and understand FREYR's rules, regulations, and guidelines which are disclosed on FREYR's intranet, or presented on other mediums.

12.Confidentiality

12.1The Employee acknowledges that the Employee will acquire access to confidential information of the Group consistent with his position. The Employee agrees that all such confidential information is

Page 7 of 14

disclosed to the Employee in confidence and is strictly for the Employee's use on behalf of the Group.

12.2The Employee shall not make use of or disclose to any person, and shall use his best endeavors to prevent the use, publication or disclosure of any information of a confidential or secret nature concerning the business of FREYR or the Group, that comes to his knowledge during the course of or in connection with the Employee's employment with FREYR Luxembourg, or concerning the business of any person having dealings with FREYR or the Group and which is obtained directly or indirectly in circumstances in which FREYR or the Group is subject to a duty of confidentiality in relation to that information.

12.3For the purpose of this clause, information of a confidential or secret nature means non-public information of FREYR or the Group, including but not limited to business plans, products, technical data, specifications, documentation, presentations, product plans, business methods, product functionality, customer information, contracts, formulas, competitive analysis, databases, formats, methodologies, strategic plans, marketing plans, customer lists, prospect lists, pricing information or information related to engineering, marketing or finance, regardless of whether such documents are marked confidential or not and regardless of whether such information exists in written form or stored by electronic media or on other form of information carrier.

12.4This clause 12 shall continue to apply after the termination of the Employee's employment with FREYR, whatever the reason may be, for a period of twenty-five (25) years.

12.5The Employee is prevented from malicious disparage or otherwise making harmful or unfavorable statements regarding FREYR or the Group or any of its services, operations, processes or methods.

12.6The Employee acknowledges that any breach of confidentiality during the Employee's employment or at any time thereafter may lead to liability and may constitute grounds for dismissal and/or render the Employee liable to legal action and/or damages.

13.Non-competition and non-solicitation

13.1The Employee undertakes not, during the employment relationship and for a maximum period of two (2) years (or if shorter, such maximum period allowed under applicable law) after the end of the Contract, and subject to the Employer's sole discretionary decision both on the principle and the duration of this restriction, take employment with, have ownership interests in, or in any other way - directly or indirectly - be involved in any activity that wholly or partially competes with FREYR or other companies in the Group. The Employee shall similarly not, during the employment relationship and for a maximum period of two (2) years, engage in or perform work for customers and/or suppliers, if such activity can be deemed to have any negative impact to the competitive situation of FREYR or the Group.

13.2The Employee must not, in relation to the termination of the Contract and for a period of two (2) years after the end of the Contract, directly or indirectly solicit or otherwise engage in direct or indirect communication with any present or past customers, suppliers or partners of FREYR or the Group, with a view to inducing such person or company to change its relationship with the Group, for himself or any other person. This applies to customers, suppliers or partners that the Employee has had contact with or been responsible for in any way during the last year before a statement is given by FREYR in accordance with clause 13.6 below.

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13.3The Employee shall not during the same period of two (2) years after the end of the Contract, directly or indirectly, with a view to inducing employees to leave FREYR or the Group, solicit, recruit, or endeavor to entice away any of FREYR's or the Group's employees.

13.4FREYR may decide in writing at any time during or in connection with termination of the employment relationship that the provisions in 13.1 to 13.3 shall not apply in whole or in part.

13.5In case of any uncertainty as to whether an activity is covered by the prohibitions set out in this clause, the Employee is obliged both during the employment relationship and during the two (2) years following the termination of the Contract to present the issue to FREYR and await a written statement from FREYR before engaging in any relevant activity.

13.6FREYR shall provide a written statement on the applicability and duration of clauses 13.1, 13.2 and

13.3 within four (4) weeks after a request from the Employee or after termination of the employment relationship from the Employee. In case of a termination from FREYR Luxembourg, the statement shall be given at the same time as the notice of termination or within one (1) week after summary dismissal. The restrictions in clauses 13.1, 13.2 and 13.3 may be discharged if a written statement as mentioned above is not given in accordance with this clause 13.6.

13.7If the prohibition against competition (clause 13.1) shall apply pursuant to the Employer's decision, the latter shall compensate the Employee on a monthly basis during the prohibition period set by the Employer corresponding to the Employee's average monthly base salary calculated on the basis of the Employee's annual salary the last twelve (12) months. The compensation does not form basis for holiday pay or pension entitlements.

If the Employee acquires or receives income in the prohibition period, FREYR is entitled to reduce the compensation correspondingly, up to a maximum of half of the base salary the Employee could be entitled to from FREYR Luxembourg. Severance pay under this Contract shall not form basis for any reduction of compensation under this section 13. The Employee shall provide FREYR information regarding income from work in the prohibition period. If the Employee does not meet this requirement, FREYR is entitled to withhold compensation until the information is presented.

The Employee shall be entitled to receive any severance pay, or contractual severance indemnity in accordance with section 16 of this Contract, without any reduction in the compensation under this section 13.

13.8In the event of violation of these provisions, FREYR may demand that the infringement immediately ceases and may take necessary legal action. In the event of violation, the Employee shall further pay liquidated damages equal to minimum three (3) months' base salary or indemnify FREYR's financial loss if greater. In addition, FREYR may demand that the Employee pays the enrichment he and/or new employer/client etc. have achieved as a result of the illegal situation. Payment of compensation does not entail that the infringement may continue.

13.9If the aforementioned clause is in conflict with mandatory legislation, the clause is maintained to the extent it is in accordance with legislation. In the event of the introduction of new statutory provisions that regulate the validity of the above clause, FREYR may unilaterally make the necessary amendments to the clause. FREYR may not by way of such amendments extend the scope of the clause.

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14.Restrictions on use of email and internet

14.1FREYR's electronic mail system, internet subscription and all other data systems are the exclusive property of FREYR.

14.2FREYR's electronic mail system, internet subscription and all other data systems shall be, as far as possible, used by the Employee solely in connection with the Employee's work for FREYR.

14.3The Employee acknowledges that the Employee shall have no right to access and shall not access FREYR's electronic mail system or other data systems after termination of his employment.

15.Intellectual property

15.1All intellectual property rights, including patentable inventions, trademarks, design rights or copyrights, that are created or developed by the Employee after the Commencement Date and in relation to his employment with FREYR shall fully and wholly devolve upon and be the property of FREYR or shall be transferred t9 FREYR if such transfer is necessary under applicable statutory legislation. The same applies to similar creations that are not legally protected by patent, copyright or similar but that FREYR or the Group has an interest in employing.

15.2FREYR shall by virtue of the employment relationship have an unrestricted, exclusive and gratuitous right to exploit such intellectual property rights and creations. Such intellectual property rights and creations shall without exception be deemed to have been created or developed in relation to the Employee's employment if the exploitation of the right or creation falls within the scope of FREYR or the Group's business, and the intellectual property rights and creations have been produced in relation to the Employee's employment and duties as CEO. This applies notwithstanding that the Employee has created or developed the right outside working hours or outside FREYR's premises.

15.3The Employee is not entitled to any separate compensation for FREYR's utilization of rights as mentioned in this clause. The Employee shall unsolicited inform FREYR of any rights that may fall within the scope of this clause, unless it is obvious that FREYR is already aware of the right.

16.Termination and notice

16.1Termination of this Contract, whether with notice period or with immediate effect, is governed by Articles L. 124-1 and following of the Luxembourg Labour Code. The Employee or Employer who wishes to terminate the Contract must notify the termination to the other party by registered mail with acknowledgement of receipt or by signing for acknowledgment of receipt a copy of the notice of termination.

16.2The Contract may be terminated by means of a registered mail with acknowledgement of receipt sent by the Employer to the Employee with a prior written notice of termination of:

two (2) months if the Employee worked for FREYR for less than five (5) years;

four (4) months if the Employee worked for FREYR between five (5) and ten (10) years; and

six (6) months if the Employee worked for FREYR at least for ten (10) years.

Pursuant to Article L. 124-4 of the Luxembourg Labour Code, the termination of the Contract by the Employee is to be notified to the Employer with a notice equal to half the notice which the Employer has to respect according to the seniority of the Employee, as described in the above paragraph.

Page 10 of 14

16.3The termination without notice of this Contract is subject to the compliance with the provisions of Article L. 124-10 of the Luxembourg Labour Code and may apply, notably but without limitation, in case of violation of company policies (including harassment and monetary policy), non-performance of duties, and indictment on felony charges.

16.4By derogation from the Luxembourg Labour Code, the Employee shall be entitled to a contractual severance indemnity in case the Contract is terminated by the Employer with notice, of one (1) year base salary as detailed under section 4.1 of this Contract applicable at the date of notice of termination. The Employee expressly acknowledges that in such case, the amount of a possibly due statutory severance indemnity resulting from Article 124-7 of the Luxembourg Labour Code shall be deducted from the contractual severance indemnity as the total sum of a possibly due statutory severance indemnity and the contractual severance indemnity shall amount to one (1) year base salary. Notwithstanding the preceding, the contractual severance indemnity will not be due in case the Employee is terminated without notice according to Article L.124-10 of the Luxembourg Labour Code and under the condition that this termination will be declared legal and valid by the competent jurisdiction.

16.5Upon termination of employment, the Employee shall return to FREYR upon first request of the latter and at the latest on the Employee's last day of active service all property in his possession, custody or control belonging to FREYR, including but not limited to business cards, credit and charge cards, keys, security and computer passwords, mobile phones, laptop, personal computer equipment, original and copy documents or other media on which information is held by the Employee relating to the business or affairs of FREYR.

16.6Upon termination of his employment, the Employee shall repay any debts to FREYR Luxembourg, and release FREYR of any guarantee or security for loans or responsibilities on behalf of the Employee.

16.7This Contract will terminate automatically and without the need for further notice when the Employee is awarded an old-age pension or when he reaches the legal retirement age which is currently set at sixty-five (65) years, provided that he is entitled to such a pension.

17.Garden leave

17.1If FREYR or the Employee gives notice to terminate the Contract, the Employee agrees, subject to FREYR continuing to provide the Employee's salary and contractual benefits (other than bonuses), that FREYR may, immediately following the date that the termination has been notified, or at any time during the period of notice or any part of such period, in its absolute discretion require the Employee (i), (ii) not to have any contact with customers, clients, suppliers, employees or member of FREYR Luxembourg, (iii) not to attend any premises of FREYR Luxembourg, (iv) resign as a director or from any office of FREYR Luxembourg, and/or (v) to take any accrued holiday and/or FREYR may appoint another person to perform the Employee's responsibilities jointly and require the Employee to provide such handover and transitional services as may be reasonably required.

18.General

18.1The Employee declares having the capacity to sign this Contract which constitutes a valid, binding and enforceable agreement.

18.2The Employee represents to the Employer that there are no obligations or restrictions that would keep him from joining the Company and performing the services contemplated by this Contract.

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18.3The Employee further represents to the Employer that he possesses all licenses, permits and/or approvals from the applicable authorities necessary or required from him to perform such services and will hold them during the entire duration of this Contract. In the event of non-renewal or refusal to renew or in the event of withdrawal for any reason whatsoever of such licenses, permits and/or approvals by the competent authority, the Employee acknowledges and commits to inform the Employer on the date such non-renewal, refusal or withdrawal occurs.

18.4The Employee undertakes to inform the Employer about any changes of his home address/domicile within five (5) days as from such change occurring.

18.5This Contract including its Annexes attached hereto shall regulate all matters relating to the Employee's employment with FREYR and shall, as from the Commencement Date, replace any and all former agreements or arrangements between the Employee and FREYR relating to the Employee's employment with FREYR.

18.6FREYR will at payment of salary, bonus, allowances etc. withhold taxes, also related to taxable benefits, from such payable compensations and pay the withheld taxes to the appropriate authorities in accordance with statutory provisions. The Employee acknowledges and agrees that any further tax liability on the Employee's hand shall be carried solely by the Employee.

18.7The Employee acknowledges that he has carefully read this Contract, has had an opportunity to discuss it with advisors should so be desired, and understands all the terms and conditions therein.

18.8In respect of all issues not regulated by the terms of this Contract, statutory provisions shall prevail.

18.9If any provision of this Contract should be declared legally invalid or unenforceable by a competent court, such declaration shall in no way affect the validity or enforceability of any other provision thereof, nor shall any such declaration of legal invalidity or unenforceability operate to nullify or rescind this Contract, but shall only serve to render ineffective any such provision declared legally invalid or unenforceable. In lieu thereof, there shall be added a provision as similar in terms to such illegal, invalid and unenforceable provision as may be possible and be legal, valid and enforceable.

18.10This Contract may not be modified or amended unless in writing signed by the undersigned parties and/or pursuant to the applicable legal provisions. Any notice required by this Agreement shall be made in writing to the Employer or to any other person as indicated from time to time, at the Employer's address, or to the Employee at his residence address as lastly communicated by the Employee to the Employer.

18.11This Contract shall be governed by and construed in accordance with Luxembourg law, including any statutory modification or re-enactment during the time the Contract being in force and the parties give exclusive jurisdiction to the Luxembourg Courts.

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This Contract has been drafted and signed by the parties of this Contract in two (2) identical original copies, one (1) copy having been delivered to and to be retained by each of the parties.

For FREYR Battery

Employee

By:

/s/ Torstein Dale Sjøtveit

By:

/s/ Birger Steen

Name:

Torstein Dale Sjøtveit

Name:

Biger Steen

Date

6/7/2023

Date

6/7/2023

Page 13 of 14

Annex 1 - LTIP program

(2021 Equity Incentive Plan as amended 10 May 2023)

Page 14 of 14

Exhibit 10.4

RETIREMENT OF EXECUTIVE CHAIRMAN AGREEMENT (the Retirement Agreement)

between

FREYR Battery SA (the Company)

and

Torstein Dale Sjøtveit (the Executive Chairman)

(jointly referred to as the Parties)

The Parties agree that the role of an executive chairman of the Company contemplated by the executive chairman agreement dated 3 June 2021 and its annexes (the Agreement) shall terminate with immediate effect. The termination of the role as executive chairman shall be governed by the provision of this Retirement Agreement, supplemented by the provisions of the Agreement as applicable:

1.The Executive Chairman hereby resigns from the board of directors of the Company and any other position that the Executive Chairman holds with the Company or any of its subsidiaries, including the position of the executive chairman of the Company, in each case with immediate effect. The board of directors of the Company accepts the resignation.

2.Due to the Executive Chairman having resigned from the board of directors of the Company, the Executive Chairman shall with immediate effect be released from the duties and rights to perform the role as executive chairman and director according to the Agreement.

3.The Company shall continue to pay to the Executive Chairman remuneration for the role as executive chairman as set out in clause 4 of the Agreement through 30 June 2024.

4.The Executive Chairman shall receive Non-Compete Payment according to clause 8.1 of the Agreement for a period of 12 months from 1 July 2024.

5.Any provision of the Agreement that pursuant to its terms survives termination of the Agreement and regulates rights and obligations of the Parties following the termination of the Agreement, shall continue to apply after termination in accordance with its terms, i.a. the confidentiality obligations (section 7), the restrictive covenants (section 8), and the intellectual property provisions (section 9). The restrictive covenants (section 8 of the Agreement) shall apply until 30 June 2025. The Executive Chairman shall in accordance with Annex 2 of the Agreement promptly return or destroy any confidential material concerning the Company in his possession.

6.Indemnification from liability arising from the role as executive chairman and director of the Company shall not be affected by the Executive Chairman’s resignation from the role as executive chairman and director or the terms of this Retirement Agreement and shall continue in accordance with their terms.

7.The Executive Chairman confirms that, outside the terms of this Retirement Agreement, he has no claims or any other rights whatsoever against the Company or its affiliates and subsidiaries, and the Company confirms that, outside the terms of this Retirement Agreement, it and its affiliates and

subsidiaries have no claims or any other rights whatsoever against the Executive Chairman. Each Party hereby irrevocably and unconditionally waives, releases and dismisses any such claims and rights with respect to such other Party.

8.The Executive Chairman shall continue to be covered by the Company’s D&O Insurance and other insurance policies in accordance with their terms with respect to former directors and officers of the Company. To the extent permitted by applicable law, the Company shall also indemnify and hold the Executive Chairman harmless from and against any claims from its subsidiaries and affiliates, and from third party claims relating to his position as executive chairman or director, and shall offer all required assistance and access to information in connection with any potential claims.

9.Subject to applicable law and regulation, including the Company’s disclosure obligations as a company listed on the New York Stock Exchange, this Retirement Agreement is confidential. Subject to the Company’s disclosure obligations, the Parties shall in good faith agree any required public communication concerning the resignation of the Executive Chairman and this Retirement Agreement.

10.This Retirement Agreement has been duly approved by the board of directors of the Company.

11.Clause 10.5 of the Agreement concerning governing law and dispute resolution shall also apply to this Retirement Agreement.

This Retirement Agreement has been prepared and signed in two original copies, one copy having been delivered to and to be retained by each of the Parties.

9 August 2023


For the Company						The Executive Chairman


/s/ Tom Einar Jensen						/s/ Torstein Dale Sjøtveit
Tom Einar Jensen, CEO						Torstein Dale Sjøtveit

Exhibit 99.1

News Release

FREYR Battery Announces Appointments to Senior Management and Board of Directors

Previous Microsoft executive Birger Steen appointed Chief Executive Officer and to Board of Directors; Co-founder and CEO Tom Einar Jensen appointed Executive Chair of Board of Directors; Founder and Executive Chair Torstein Dale Sjøtveit retiring as part of succession plan

New York, Oslo, and Luxembourg, August 10, 2023, FREYR Battery (NYSE: FREY) (“FREYR”), a developer of clean, next-generation battery cell production capacity, has announced two appointments to strengthen the company’s leadership capabilities and accelerate key strategic initiatives. The appointments to the senior management and Board of Directors, are as follows:

•Birger Steen, currently Board Chair of Nordic Semiconductor ASA and Pagero AB, has been appointed FREYR’s Chief Executive Officer effective as of August 21st and to the Board of Directors, effective August 9th. Mr. Steen brings more than 30 years of technology sector senior leadership and Board of Directors experience in roles at companies including Parallels, Inc., Microsoft Corp. (NASDAQ: MSFT; “Microsoft”), Schibsted ASA (OSE:) and McKinsey & Co.

•Tom Einar Jensen, FREYR’s Co-Founder and CEO, has been appointed Executive Chair of FREYR’s Board of Directors effective August 21st. As Executive Chair, Mr. Jensen will work closely with the leadership team to drive key global corporate development initiatives, capital formation, and engagement with FREYR’s capital providers based on a customer centric and partnership- oriented approach.

•Torstein Dale Sjøtveit, FREYR’s Founder and Executive Chair, has retired, effective August 9th.

“At FREYR, our Board of Directors and senior management are determined to push the frontiers of innovation and apply new technologies to next-generation battery manufacturing. With the company having recently embarked on its operating journey, we have taken advantage of our ability to recruit a talented executive to complement our team. I want to extend my sincere gratitude to Tom for his tireless service and leadership to position the company for success as FREYR’s Co-founder and CEO. Tom’s deep experience in maturing disruptive technology and business models, coupled with his understanding of FREYR’s value chain, creates a unique basis to unlock public and private capital to drive value creation for FREYR’s customers, shareholders, and stakeholders. With Birger and Tom in their new roles, I am confident that we have the skills, know-how and leadership to propel our next phase of growth,” commented Torstein Dale Sjøtveit, FREYR’s Founder and Executive Chair.

“With the addition of Birger as CEO and Tom’s appointment as Executive Chair, I can retire with full confidence in our succession plan and with the reassurance that the organization is in very capable hands. I am grateful for the support of our shareholders, employees, customers, strategic partners, my fellow Board members, and other key stakeholders who have been instrumental to FREYR’s success since our founding in 2018. The opportunity to grow FREYR from an idea to the battery manufacturer it is today has been one of the most gratifying and rewarding experiences of my career, and I wish to extend my sincere thanks to all of you.”

Tom Einar Jensen, FREYR’s Co-founder and CEO, commented “I am excited to open this next chapter at FREYR. With FREYR having now transitioned from an initial concept to a publicly traded manufacturer of next-generation batteries, this is the ideal time for us to focus on scaling our business by developing strategic alliances, securing commercial agreements, and engaging with our capital providers. As I prepare to assume the responsibilities of Executive Chair from Torstein, I feel deep gratitude for his

1 | News Release | FREYR Battery | www.freyrbattery.com/news

Exhibit 99.1

dedicated stewardship of FREYR and his mentorship in our formational years. On behalf of FREYR’s investors, Board of Directors, leadership team, and employees, I wish to extend our heartfelt thanks for his contribution – we wish Torstein all the best in his retirement.”

Mr. Jensen added, “I am also very pleased to welcome Birger Steen to the role of CEO and as a Board member. Birger is an outstanding leader, and he brings more than 30 years of experience in scaling companies and deep expertise from the technology sector to FREYR. I look forward to us working closely together to ensure a smooth transition, and to collaborating on capital markets, global business development, and strategic initiatives in my new Executive Chair capacity.”

“I have been impressed by the remarkable growth and global development of FREYR, and I am energized to help accelerate that growth together with a leadership team consisting of industry veterans from both sides of the Atlantic and more than 400 other intensely committed battery professionals. As one of the few publicly traded, pure play battery producers in the West, we have an extraordinary opportunity to establish a differentiated competitive position as the industrial partner of choice in the clean battery space. As we ramp up production at our Customer Qualification Plant in Mo i Rana and scale our business globally, I look forward to working with the team to accelerate process automation, production, and testing of chargeable cells and to start shipping them to our growing list of customers," said Birger Steen, CEO and Board member, FREYR. “It is becoming more evident by the day that business as usual is not a viable path to Net Zero, and I couldn’t be more excited at the opportunity for us at FREYR, our customers, and partners to make a real difference!”

Prior to joining FREYR, Birger Steen was a Thematic Partner at Summa Equity. He is currently Board Chair at Nordic Semiconductor ASA and Pagero Group AB (publ.), and serves on the boards of Nordea Bank Abp, where he chairs the Operations and Sustainability Committee, and Pragmatic Semiconductor LLC. He was previously Chief Executive Officer of Parallels, Inc., WW Vice President of Distribution & SMB at Microsoft Corp, both in Seattle, VP & General Manager at Microsoft Russia and General Manager at Microsoft Norge AS (subsidiaries of Microsoft Corp.). Prior to joining Microsoft, Mr. Steen was Chief Executive Officer at Scandinavia Online AS (publ.), a VP at Schibsted ASA and a consultant at McKinsey & Co. He holds an MBA degree from INSEAD as well as degrees from the Norwegian Defense School of Intelligence & Security and Norwegian Institute of Technology (NTNU).

***

About FREYR Battery

FREYR Battery aims to provide industrial scale clean battery solutions to reduce global emissions. Listed on the New York Stock Exchange, FREYR’s mission is to produce clean battery cells to accelerate the decarbonization of energy and transportation systems globally. FREYR has commenced building the first of its planned factories in Mo i Rana, Norway and announced potential development of industrial scale battery cell production in the United States and Finland. To learn more about FREYR, please visit www.freyrbattery.com

Investor contact:

Jeffrey Spittel

Vice President, Investor Relations

jeffrey.spittel@freyrbattery.com

Tel: (+1) 281-222-0161

2 | News Release | FREYR Battery | www.freyrbattery.com/news

Exhibit 99.1

Media contact:

Katrin Berntsen

Vice President, Communication, FREYR
katrin.berntsen@freyrbattery.com

Tel: (+47) 920 54 570

Cautionary Statement Concerning Forward-Looking Statements

All statements, other than statements of present or historical fact included in this press release, are forward looking statements.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from the expected results. Most of these factors are outside FREYR’s control and are difficult to predict. Additional information about factors that could materially affect FREYR is set forth under the “Risk Factors” section in (i) FREYR’s Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 1, 2022 and (ii) FREYR's Annual Report on Form 10-K for the year ended December 31, 2022 that was filed with the SEC on February 27, 2023, available on the SEC’s website at www.sec.gov.

3 | News Release | FREYR Battery | www.freyrbattery.com/news

Cover	Aug. 10, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 10, 2023
Entity Registrant Name	FREYR Battery
Entity Incorporation, State or Country Code	N4
Entity Address, Address Line One	22-24, Boulevard Royal
Entity Address, Postal Zip Code	L-2449
Entity Address, City or Town	Luxembourg
Entity Address, Country	LU
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Central Index Key	0001844224
Amendment Flag	false
City Area Code	352
Local Phone Number	46 61 11 3721
Entity Tax Identification Number	00-0000000
Entity Ex Transition Period	false
Entity File Number	001-40581
Ordinary Shares, without nominal value
Document Information [Line Items]
Trading Symbol	FREY
Title of 12(b) Security	Ordinary Shares, without nominal value
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50
Document Information [Line Items]
Trading Symbol	FREY WS
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50
Security Exchange Name	NYSE