Remuneration
The annual general meeting on 7 May 2026 resolved to adopt the following guidelines for remuneration of the CEO and senior exexutives.
Guidelines for remuneration
Scope and purpose
The remuneration guidelines cover salary and other remuneration for the CEO and other senior executives of Nordtech. The guidelines are to be applied on remuneration agreed after the annual general meeting held on 7 May 2026.
The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
The purpose of the guidelines is to establish a framework that aligns remuneration with the Company’s business strategy, long-term interests and sustainability. The Company’s strategy is based on a long-term focus on developing robust businesses with the capacity to grow and generate lasting value over time. This is pursued through a focus on vertical markets, which both creates new opportunities for the Company’s portfolio companies and fosters the development of deep expertise.
The successful execution of the Company’s business strategy and the safeguarding of its long-term interests, including sustainability, depend on the ability to attract, retain and motivate qualified employees. Against this background, the guidelines are intended to ensure that the Company’s senior executives receive appropriate and competitive remuneration. The remuneration structure shall be competitive in relation to comparable companies while clearly reflecting the responsibilities and authority associated with each position.
Decision-making process for establishing, reviewing and applying the guidelines
The Board of Directors has established a Remuneration Committee consisting of at least three members from the Board. The committee is enlisted with, among other, the following two key tasks:
(a) Preparing the Board’s proposal for remuneration guidelines and other terms of employment for senior executives. The Board shall prepare proposals for new remuneration guidelines when material changes are required or, at least, every fourth year and present the guidelines for the general meeting to resolve on. The guidelines shall apply from their approval by the general meeting, until new guidelines have been approved (and for no longer than four years). The Remuneration Committee may seek approval of new guidelines at an earlier point in time if circumstances arise that defeat the purpose of the guidelines.
(b) To monitor and evaluate programs for variable remuneration to senior executives, the application of the remuneration guidelines and current remuneration structures and levels within the Company.
The Remuneration Committee’s members are independent in relation to the Company and the Group Management. The CEO and the other senior executives do not participate in the preparation of and resolutions regarding remuneration related matters to the extent that they are affected by such matters.
Consideration of salary and employment terms for employees
In the Remuneration Committee’s preparation of the Board’s proposal for remuneration guidelines, information on total remuneration for employees, the components of the remuneration and the increase of the remuneration, as well as the rate of the increase over time, has been considered and this information forms part of the basis for the Remuneration Committee’s and the Board’s decisions when preparing and evaluating the fairness of the guidelines and the limitations they impose. The difference between the remuneration of senior executives and that of other employees, as well as any changes in this regard, will be reported in the annual remuneration report.
Forms of remuneration
Fixed base salary
Fixed base salary forms the basis of total remuneration. The fixed base salary level shall be determined taking into account the individual’s responsibilities, the complexity of the position, experience and performance, and shall be in line with market terms in relation to comparable companies. The fixed base salary shall be reviewed annually to ensure that it remains competitive and appropriate.
Short-term incentives
Short-term incentives constitute variable cash payment to be paid if certain performance criteria are met. The variable remuneration may amount to no more than 75 percent of the fixed annual base salary for the CEO, and no more than 50 percent of the fixed annual base salary for other senior executives.
Fulfilment of criteria for payment of short-term incentives shall be measured during an evaluation period of at least twelve months. The criteria usually consist of a combination of predetermined performance measures, including both financial targets – such as growth, operating profit and cash flow – and qualitative individual targets linked to the Company’s strategic objectives and non-financial targets, such as key strategic or sustainability-related criteria.
By applying predetermined and measurable financial and non-financial performance criteria that reflect the Company’s business priorities in this way, the Company believes that the ability to attract, incentivise and retain key employees increases, which contributes to the Company’s business strategy, long-term interests and sustainability. Once the evaluation period for fulfilment of the criteria for payment of short-term incentives has ended, an assessment shall be made of the extent to which the criteria have been met. The Remuneration Committee is responsible for conducting such an evaluation with regard to short-term incentives for the CEO and other senior executives and proposes the recommended outcome to the Board.
Additional variable cash remuneration may be paid in extraordinary circumstances, provided that such special arrangements are time-limited and individually agreed upon in order to recruit or retain senior executives or as remuneration for extraordinary efforts beyond the individual’s regular duties. The total extraordinary remuneration may not exceed 100 percent of the fixed annual base salary and may not be paid more than once per year per individual.
The terms and conditions for variable remuneration shall enable the Company to reclaim, in whole or in part, variable remuneration paid on incorrect grounds to the extent possible under applicable law.
Pension benefits
Individual pension agreements shall be entered into in accordance with the rules applicable in the country where the senior executive resides. Unless otherwise required by applicable law or mandatory collective agreement provisions, pension benefits shall be based on a defined contribution (i.e., a certain percentage of the fixed base salary including vacation pay) and amount to a maximum of 35 percent of the annual fixed base salary, and variable remuneration shall not be pensionable.
For employments governed by rules other than Swedish rules, pension benefits may be adapted to applicable law, mandatory collective agreement provisions or other applicable rules or established local practice, whereby the overall purpose of these guidelines shall be met as far as possible.
Other benefits
Other benefits, such as company car, housing benefit, private health insurance, or life and disability insurance, may be provided to the extent that they are market-based. Other benefits for senior executives that are necessary for the total remuneration to be competitive and to facilitate the recruitment and retention of the Company’s senior executives may amount to a maximum of 10 percent of the fixed annual base salary.
Consultancy fees for Board members
The Board may decide that market-based consulting fees shall be paid to members of the Board who perform services on behalf of the Company outside the scope of the directorship, provided that such services contribute to the Company’s business strategy, long-term interests and sustainability.
Termination of employment, severance pay and non-compete compensation
The notice period may not exceed twelve months in the event of termination by the Company. In the event of termination, the fixed base salary during the notice period and the severance pay, respectively, may not exceed an amount corresponding to the fixed base salary for twelve months for the CEO and other senior executives. In the event of termination by the employee, the notice period shall be a maximum of six months and shall not entitle the employee to severance pay.
In cases where a former senior executive is not entitled to severance pay, the senior executive may instead be entitled to compensation for non-competition commitments after termination, but not for a period exceeding twelve months for the CEO and other senior executives. Such compensation is intended to compensate for loss of income. Any income from new employment or consulting fees shall be deducted from severance pay or compensation for non-competition commitments.
Deviations from the guidelines
The Board may, if there are special reasons in an individual case and a deviation is deemed necessary to satisfy the Company’s long-term interests or financial viability, decide to temporarily deviate from the guidelines in whole or in part. The Remuneration Committee shall prepare the Board’s decisions on remuneration matters, which also include deviations from the guidelines. Any deviations shall be reported in the annual remuneration report.