Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
FREYR Battery 2021 Equity Incentive Plan
At the Extraordinary General Meeting (the “Extraordinary General
Meeting”) held on June 30, 2021, shareholders of Alussa Energy Acquisition Corp. (“Alussa”) passed an ordinary resolution
approving the adoption by 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 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg,
registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B
251199, of its 2021 Incentive Plan (the “2021 Plan”), which makes available for issuance a number of shares equal to approximately
10% of the total outstanding capital stock of FREYR Battery. A summary of the 2021 Plan is included in Alussa’s definitive proxy
statement (the “Definitive Proxy”) for the Extraordinary General Meeting filed with the Securities and Exchange Commission
(the “SEC”) on June 14, 2021 and is incorporated by reference, which summary is qualified in all respects by the full text
of the 2021 Plan, included as Annex D to the Definitive Proxy.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting, 21,132,371
holders of Alussa’s ordinary shares, which represented 58.80% of the ordinary shares outstanding and entitled to vote as of the
record date of April 30, 2021, were represented in person or by proxy. The final voting results for each matter submitted to a vote of
the Alussa shareholders at the Extraordinary General Meeting are set forth below:
Approval of the Business Combination Proposal
The shareholders passed an ordinary resolution
approving the Business Combination Agreement, dated as of January 29, 2021, (as may be amended from time to time, the “Business
Combination Agreement”), a copy of which is attached to the Definitive Proxy as Annex A (the “Business Combination Proposal”),
by and among Alussa, Alussa Energy Sponsor LLC, FREYR Battery, FREYR AS, a company organized under the laws of Norway, ATS AS, Norway
Sub 1 AS, Norway Sub 2 AS, Adama Charlie Sub and the shareholders of FREYR named therein, and the transactions contemplated thereby (the
transactions contemplated by the Business Combination Agreement collectively, the “Business Combination”) and adopted in all
respects on behalf of Alussa and authorized and directed the directors and officers of Alussa, or persons authorized by the directors
of Alussa, to execute all documents and take all necessary or desirable actions in order to effect such Business Combination. The voting
results with respect to the Business Combination Proposal were as follows:
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
18,706,664
|
|
|
|
2,295,242
|
|
|
|
130,465
|
|
|
N/A
|
Approval of the Merger Proposal
The shareholders passed a special resolution authorizing,
approving and adopting the plan of merger substantially in the form attached to the Definitive Proxy as Annex C (the “Merger Proposal”).
The voting results with respect to the Merger Proposal were as follows:
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
18,704,039
|
|
|
|
2,296,649
|
|
|
|
131,683
|
|
|
N/A
|
Approval of the Share Issuance Proposal
The shareholders passed an ordinary resolution
approving, for the purpose of complying with the New York Stock Exchange’s Listed Company Manual rules, the issuance of more than
20% of FREYR Battery’s issued and outstanding ordinary shares, and 20% or more of the voting power of FREYR Battery’s ordinary
shares, in financing transactions in connection with the proposed Business Combination (collectively, the “Share Issuance Proposal”).
The voting results with respect to the Share Issuance Proposal were as follows:
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
18,687,845
|
|
|
|
2,311,199
|
|
|
|
133,327
|
|
|
N/A
|
Approval of the Incentive Plan Proposal
The shareholders passed an ordinary resolution
authorizing and approving FREYR Battery’s adoption of the 2021 Plan (the “Incentive Plan Proposal”). The voting results
with respect to the Incentive Plan Proposal were as follows:
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
20,869,074
|
|
|
|
82,717
|
|
|
|
180,580
|
|
|
N/A
|
Approval of the Adjournment Proposal
The shareholders approved the adjournment of the
Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon
the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented
to shareholders for a vote or if holders of the Public Shares have elected to redeem an amount of Public Shares such that the minimum
available cash condition to the Closing would not be satisfied (as each capitalized term is defined in the Definitive Proxy) (collectively,
the “Adjournment Proposal”). The voting results with respect to the Adjournment Proposal were as follows:
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
18,650,238
|
|
|
|
2,306,243
|
|
|
|
175,890
|
|
|
N/A
|
Though not guaranteed, Alussa expects to close the
Business Combination on July 9, 2021, subject to the satisfaction of customary closing conditions, and for FREYR Battery ordinary shares
and warrants to begin publicly trading on the New York Stock Exchange under the new symbols “FREY” and “FREY WS”,
respectively, on July 8, 2021.