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Remuneration to the board of directors

Fees to board members elected by the general meeting are approved by the annual general meeting.

At the shareholders’ meeting held on September 1, 2017, it was resolved that the chairman shall receive an annual fee of SEK 500,000 for his services, and that each ordinary director shall receive SEK 200,000 for his or her services.

Remuneration to senior management

The Company’s starting point is that salary and other terms and conditions shall enable the group to attract and retain qualified management persons at a reasonable cost for the Company. The remuneration for management persons shall be decided in accordance with IRRAS remuneration policy. The remuneration for management persons consist of fixed salary, variable remuneration, pension and other benefits. In order to avoid that the management persons take unnecessary risks there shall be a fundamental balance between fixed and variable remuneration. Furthermore, the annual general meeting in IRRAS may, if so is ordered, offer long-term incentive schemes such as share or share price related incentive schemes.

Each management person shall be offered a market level fixed salary based on the degree of difficulty, responsibilities, experience and performance. In addition, each management person may from time to time, be offered a variable remuneration (bonus) to be paid in cash. The variable remuneration shall be based on clear predetermined and measurable performance criteria and economic results, as well as predetermined individual objectives and business objectives, and shall also be designed to promote IRRAS long-term value creation. Variable remuneration may not exceed [12] months’ fixed salary.

Management persons shall be offered pension terms that are in accordance with market practice in the country where the management persons habitually resides. Non-monetary benefits shall facilitate the work of the management persons and shall correspond to what is considered reasonable in relation to market practice. The fixed salary during the notice period shall, together with severance pay, not exceed [24] months’ fixed salary. Insofar board members who are elected by the general meeting carry out work in addition to work on the board of directors, it shall be possible to remunerate them for such work. The remuneration shall be in accordance with market terms and shall be approved by the board of directors.

The board of directors shall be entitled to deviate from the guidelines in individual cases should there be special reasons for doing so.
The board of directors shall, before every annual general meeting, consider whether or not additional share or share price-related incentive schemes shall be proposed to the general meeting. It is the general meeting that resolves upon such incentive schemes. Incentive schemes shall promote long-term value growth. New share issues and transfers of securities resolved upon by the general meeting in accordance with the rules of Chapter 16 of the Swedish Companies Act are not covered by the guidelines to the extent the annual general meeting has taken, or will take, such decisions.

Overview of share-related incentive programs

The Company has five ongoing incentive programs. Below is a table showing an overview of the programs, including the total number of warrants issued to participants or to IRRAS GmbH in order to secure delivery of shares to participants in the incentive programs.

Incentive program Subscription price per share (SEK) Maximum number of warrants that can be exercised to secure delivery of shares to participants Maximum number of shares that can be issued Maximum dilution1
2016/2020 warrant program 13.60 1,900,000 1,900,000 [**]
2017/2021 incentive program for non-Swedish co-workers 35.00 650,000 650,000 [**]
2017/2020 warrant program for Swedish co-workers 50.00 400,000 400,000 [**]
2017/2020 warrant program for the chairman of the board of directors 50.00 100,000 100,000 [**]
Share award program for the CEO 0.00 1,000,0002 1,000,0002 [**]2
TOTAL 4,050,000 4,050,000

1Based on the number of shares in the Company after the Offering based on the Offering being fully subscribed, that the price in the Offering is set at the midpoint of the price range, i.e. SEK [**], and that the Over-allotment Option is not utilized.
2[The Main Shareholders have, pro rata internally, undertaken contractually with the Company and the CEO to procure delivery of one share for each share delivered by the Company under the CEO share award program. Therefore[, subject to that the Main Shareholders undertaking is honored], 50 percent of the delivery of shares under the share award program for the CEO will be delivered by the Main Shareholders (and hence that delivery will be non-dilutive to the Company’s owners) with the remaining 50 percent being delivered by using the warrants held by IRRAS GmbH. Warrants which are not used to procure delivery under the share award program for the CEO will be cancelled.]