Remuneration

Guidelines for remuneration to senior executives

Resolved by the extraordinary general meeting on 3 November 2024

The individuals who are members of the group management of Carasent during the period of which these guidelines are in force, fall within the provisions of these guidelines. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the extraordinary general meeting on 3 November 2024. These guidelines do not apply to any remuneration decided or approved by the general meeting. If a Board member performs work for Carasent in addition to the assignment as Board member, these guidelines shall apply to any remuneration related to such work (e.g. consulting fees).

All handling and decisions related to compensation are based on transparency and accepted standards for preventing self-dealing and conflict of interest.

General principles

All members of management shall have standard termination terms per applicable law and industry standards. None of the members of the management, except for the CEO, shall have severance payment or other special arrangements in case of termination. For senior management residing in Sweden, a mutual termination term of three to six months applies to the employer and the employee. Total compensation for each of the senior management in Carasent, as well as other senior executives, is comprised of base salary, other fixed benefits and in some cases performance-based bonus.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability

A prerequisite for the successful implementation of the Company’s business strategy and safeguarding of the shareholder’s long-term interests, including the Company’s sustainability, is that the company is able to recruit and retain highly experienced personnel. To this end, it is necessary that Carasent offers an attractive and competitive remuneration, and these guidelines enable the Company to offer executive management a competitive total remuneration comprising a base salary, other fixed benefits and in some cases performance-based bonus as further described below.

Base salary

The base salaries shall be fixed at levels, that the Board believes are comparable to those of executives of similar status in the Company’s industry and are targeted to be competitive in the marketplace. The base salary of all employees including the management shall be based on various considerations such as industry levels, peer group and national surveys, and performance judgments as to the past and expected future contributions of the individual senior management.

Pension

All the employees in Carasent are entitled to a retirement pension in line with statutory law and industry standards in the specific country. If the pension benefit is a defined contribution plan, the pension contribution shall not exceed 30 % of the base salary. Both the structure and compensation levels are considered reasonable and based on industry standards for all employees.

Other benefits

Other benefits like mobile phone and internet expenses shall be kept at minimum levels in accordance with industry standards or below. Other benefits may not exceed 5 % of the based salary.

Variable salary

Members of the senior management may have as part of their remuneration, a bonus scheme limited to a specific percentage of their base salary, in no circumstances to exceed 100 % of the base salary. The bonus shall be directly linked to predetermined and measurable targets that shall be aligned with the relevant business’ performance on given key performance indicators. These targets can be financial or non-financial and may be collective or individualized. They can also be either quantitative or qualitative in nature. The criteria are designed so that the successful delivery of a target directly contributes to the successful achievement of the Company’s business objectives. The total compensation package for all employees, including the bonus, is well within industry standards. The inclusion and structure of a variable bonus are considered beneficial to the Company in achieving its business goals, as well as benefiting the Company’s business strategy, long-term interests and sustainable business practices.

To which extent the target achievement has been met, and a bonus shall be awarded, shall be evaluated at the end of each year. The Board is responsible for this evaluation so far as it concerns bonuses to the CEO. For other executives, the CEO is responsible for the evaluation following consultation with the Board.

Incentive program

The Company is highly dependent on qualified and motivated employees in order to grow and create shareholder value. Incentive programs where the employees have an ownership interest in the Company are considered an effective and valuable tool. As part of the total compensation package to the employees, the Company may therefore offer incentives linked to performance and results, like share options or similar incentive programs.

The Company has currently not implemented any incentive programs.

Salary and employment conditions for employees

In the preparation of the Board’s proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Board’s basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision-making process to determine, review and implement the guidelines

The Board shall resolve on all matters pertaining to executive compensation. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Board shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The CEO and other members of the executive management do not participate in the Board’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The Board may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability.