NHY - Sales of shares to employees


Oslo, 2 July 2002:
In connection with sale of shares to employees of Norsk Hydro ASA, under a general arrangement offered to employees in Norway, approximately 75 percent of the employees entitled to the offer have subscribed, and have been allocated 29 shares each at NOK 205.15 per share. The terms are according to Hydro's share purchase plan for employees in Norway. Norsk Hydro holds 8,636,118 own shares after this transaction.
 
The following have under the above mentioned scheme each acquired 29 shares:
 
- President and CEO Eivind Reiten, new holding is 5,787 shares
- Executive Vice President John Ove Ottestad, new holding is 8,184 shares
- Executive Vice President Alexandra Bech, new holding is 622 shares
- Executive Vice President Tore Torvund, new holding is 226 shares
- Executive Vice President Thorleif Enger, new holding is 15,838 shares
- Executive Vice President Jon-Harald Nilsen, new holding is 216 shares
- Employee representative to the Board of directors Gudmund Per Olsen, new holding is 791 shares
- Employee representative to the Board of directors Per Wold, new holding is 858 shares
- Employee representative to the Board of directors Odd Semstrøm, new holding is 75 shares
- Closely related to Executive Vice President Tore Torvund, Tone Steinseth, new holding is 306 shares
 
In line with its intention to provide the company's top management with long-term incentives related to the value creation the Board of directors of Norsk Hydro ASA has as of July 1, 2002 granted share appreciation rights to 34 employees, linked to shareholder returns, defined as share appreciation plus dividend, over a three years period. If the average annual TSR between July 1, 2002 and July 1, 2005 is at minimum 12 per cent, the recipients will be able to exercise 20 per cent of the share appreciation rights granted to them. An annual TSR of 20 per cent will be recquired before all of the share appreciation rights can be exercised. The share appreciation rights give the employees the right to receive in cash the difference between the share price at the date of exercise and the date of grant. Providing the performance criteria is met, the share appreciation rights may be exercised between July 1, 2005 and June 30, 2007. It is a condition that top management will own a certain number of shares over the long term.
 
The CEO received 10,000 share appreciation rights. Other members of the Corporate Managements Board 7,000 and the remaining participants have received either 3,500 or 2,000 share appreciation rights.