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REMUNERATION 2019

The annual general meeting on 25 April 2019 decided on remuneration to Directors of the Board. It was decided that the total remuneration to the Board of Directors shall amount to SEK 240,000 to be distributed with SEK 0 to the Chairman of the Board, SEK 0 to Karl Kristian Bergman Jensen and SEK 120,000 each to the other two Board members.

The board considers it of the utmost importance that senior executives are paid competitive remuneration at a market level, as regards both fixed and variable compensation, based on responsibilities and performance. The board’s proposed remuneration is in the best interests of the company and its shareholders from a growth perspective, since it helps motivate and retain talented and committed senior executives.

In addition to the CEO, the board’s proposed new guidelines for senior executives cover members of the executive management team and those responsible for other group functions; overall, this amounts to nearly 20 individuals. The guidelines are based on industry comparisons.

Senior executives shall be compensated at what is considered by the company to be competitive market rates. The criteria used to set levels of compensation shall be based partly on the significance of the duties performed and partly on the employee’s skills, experience, and performance. Over time, the largest portion of the total remuneration shall consist of a fixed salary. The forms of compensation shall motivate senior executives to do their utmost to ensure the good financial and sustainable development of the New Nordic group.

The total annual remuneration may consist of the following components:
—fixed basic salary
—short-term variable remuneration
—pension benefits
—other benefits

Fixed basic salary
Senior executives shall have a fixed basic cash salary that is at a market level based on each position’s significance for the company as a whole. The basic salary shall reflect the individual’s area of responsibility, skills, and experience and requires the individual to work in a committed manner at a high professional level.

Variable remuneration
There shall be a clear link between the level of variable remuneration paid and the New Nordic group’s financial and sustainable development. From time to time, therefore, senior executives and members of the management team may be entitled to variable remuneration that depends on the fulfillment of targets – which include group-wide or national financial targets such as certain profit or growth in sales and profit and in some cases sustainability targets or other individual targets within that person’s area of responsibility. The targets are aimed at promoting the New Nordic group’s development in both the short and the long term.

At an individual level, it is the position’s significance and opportunity to influence the overall development of the group or the country that decides the level of the variable remuneration. The variable remuneration is always related to concrete relevant financial targets or significant measurable events, not “soft” intangible targets. The CEO decides the maximum possible outcome for each position, but always within the framework of these guidelines. Variable remuneration is not paid if the individual has given the notice to terminate his/her employment or have prolonged absences related to illness, maternity leave, etc. of more than 50 % of working days in the variable remuneration.

The variable remuneration may consist of:
Short-term variable remuneration, which is the possibility of a cash payment provided that the target criteria that were set in advance for the group or the geographical area have been fulfilled. Short-term variable remuneration must never exceed 50% of a fixed basic salary for each individual in the period in which the target is measured.

In a few cases, senior executives may, at the discretion of the CEO and the chairman of the board, receive one-off payments of up to an extra 25% of a year’s fixed basic salary. Discretionary one-off amounts may also be paid to other key individuals.

Pension and healthcare benefits
All employees are covered by a healthcare and pension plan after 3-6 months of employment. New Nordic pays 10 percent of the basic salary without any variable salary into a suitable pension scheme and the employee pays 5% of the salary into the same scheme. The CEO may be entitled to some extra healthcare or pension benefits.

Other benefits such as car allowances
New Nordic does not automatically offer car allowances. Car allowances are always evaluated carefully in accordance with needs. Some senior executives, members of the management team and employees in certain job functions receive car allowance benefits. New Nordic may also offer other allowances in certain circumstances.

Information concerning the CEO
The retirement age for the CEO is 65 but there Board of Directors may extend this in 3 years periods. The total healthcare and pension cost shall amount to a maximum of 30 percent of the CEO’s fixed basic salary. The CEO is entitled to 12 months’ notice. In the event that the company cancels the CEO’s employment contract, the CEO will also receive severance pay of an extra year’s salary.

The Remuneration Committee sets the CEO’s total remuneration. The CEO is not included in the long-term variable remuneration, i.e. what was previously referred to as supplementary guidelines.

Other
The period of notice for senior executives varies from 3 to 6 months depending on seniority.

The board of directors may deviate from the guidelines for remuneration of senior executives in individual cases where there is a particular reason for doing so.

Where a board member performs work for the company in addition to his or her board work, a separate fee may be paid for this. This also applies if the work is performed by a company wholly or partly owned by the board member.