Remuneration and Incentive Schemes

Guidelines for remuneration of senior executives

The Chief Executive Officer and other senior management are to be offered remuneration that is commensurate with the market and competitive.

The level of remuneration for the individual senior executive is to be based on factors such as position, competence, experience and performance. The remuneration consists of fixed salary and pension and in addition may comprise variable salary, severance pay and non-monetary benefits. The variable salary is to be based on quantitative and qualitative targets being met.

The Chief Executive Officer is to have the option of a variable bonus of not more than 50% of basic salary and other members of the Group management of not more than 30% of basic salary.

It is to be possible for severance payment to be made of not more than six months' salary if the company terminates employment. Salary during the period of notice and severance pay are to be payable in a total amount not exceeding 24 months' salary.

It is proposed that the Board be permitted to depart from the guidelines if there are special reasons for doing so in an individual case.

Salary and other remuneration for the Chief Executive Officer are discussed by the Remuneration Committee of the Board and presented for the Board's decision. Salaries and other remuneration for other senior management who report to the Chief Executive Officer are decided by the Chief Executive Officer in consultation with the Remuneration Committee.

Incentive schemes

At the Extraordinary General Meeting of 8 September 2016, a decision was made, deviating from existing shareholders’ preferential rights, to issue and transfer at most 450,000 warrants to current and future senior executives in the Midsona Group, in connection with which the CEO shall be offered to purchase 100,000 warrants and other senior executives in Group Management shall be offered to acquire 50,000 warrants each. The period during which the warrants may be exercised will be from 1 March 2019 to 31 August 2019. The subscription price was SEK 51. The transfer of a total of 390,000 warrants to the existing senior management took place on market terms in October 2016 based on a calculation in accordance with the so-called Black & Scholes model performed by PWC AB, which is considered to be independent of the Company. The fair value per option was at the time of transaction SEK 5.30, by which the financial statements were affected by SEK 2 million after deducting the option programme’s
expenses.