Remuneration

Guidelines for remuneration 

Scope
These guidelines apply to the management of Nanologica AB (publ) (the “Company”). Executive management refers to the CEO, the Executive Vice President and other members of the executive management. Other members of the company’s management refer to persons who report directly to the CEO and are members of the Company’s management team. Currently, these consist of Chief Financial Officer (CFO), Chief Operating Officer (COO), and SVP Chromatography.

The guidelines are forward-looking and shall be applied to remuneration agreed, and changes made to remuneration already agreed, after the adoption of the guidelines by the 2023 Annual  General Meeting. The guidelines do not apply to remuneration resolved by the Annual General Meeting.

Remuneration to senior executives
Forms of remuneration, etc.
The company shall offer a market-based total compensation that enables qualified senior executives to be recruited and retained. Remuneration within the Company shall be based on principles of performance, competitiveness and reasonableness. Remuneration shall be on market terms and consist of the following components: fixed salary, any variable remuneration according to a separate agreement, pension and other benefits. In addition, the Annual General Meeting may, if resolved, make offers for longterm incentive programs such as share- or share-price-related remuneration or incentive programs. Such long- term incentive programs are resolved by the Annual General Meeting and are therefore not covered by these guidelines.

Fixed salary
The fixed salary consists of fixed cash salary and is reviewed annually. The fixed salary reflects the requirements placed on the position in terms of competence, responsibility, complexity and the way in which the position is expected to contribute to achieving the business objectives. Furthermore, the fixed salary shall be individual and differentiated and reflect predetermined and achieved performance targets.

Variable remuneration
In addition to fixed salary, the CEO and other members of the executive management may, by separate agreement, receive variable remuneration upon fulfilment of predetermined criteria. Any variable remuneration consists of annual variable cash remuneration and may not exceed 50 percent of the fixed annual salary for the CEO and 30 percent for other senior executives. The variable remuneration shall be linked to one or more predetermined and measurable criteria and aim to promote the Company’s business strategy and long-term interests, including its sustainability, by, for example, having a clear link to the business strategy or promoting the executive’s long-term development. The criteria can be both financial and non-financial. The criteria may also take the form of individualized quantitative or qualitative objectives. By linking the remuneration of senior executives to the Company’s performance and sustainability, the targets promote the implementation of the Company’s business strategy, long-term interests and competitiveness. The criteria apply for one financial year at a time. Fulfilment of criteria for payment of variable remuneration is measured annually. In this context, it is determined how well the criteria have been met.

The Remuneration Committee is responsible for the assessment of variable cash remuneration to the CEO. With regard to variable cash remuneration to other executives, the CEO is responsible for the assessment. Financial targets shall be assessed based on the latest financial information published by the Company. At the end of the measurement period for compliance with criteria for the payment of variable remuneration, the extent to which the criteria have been fulfilled shall be determined. The Remuneration Committee is responsible for that assessment. With regard to financial targets, the assessment is based on the latest financial information published by the Company.
The Board of Directors shall have the possibility, by law or agreement and subject to the limitations that may follow therefrom, to recover in whole or in part variable remuneration paid on incorrect grounds. The Board of Directors has the right, in the event of unforeseen events and at any time, to change or eliminate the variable part.

Pension
For the CEO, pension benefits, including health insurance, are defined contribution and premiums shall not exceed 20 percent of the fixed annual salary. For other members of the executive management, pension benefits, including health insurance, are defined contribution unless the executive is covered by defined benefit pension in accordance with mandatory collective agreement provisions. The premiums for defined contribution pension shall not exceed 30 income base amounts annually. Variable cash remuneration shall not be pensionable.

Other benefits
Other benefits, which may include car benefits, travel benefits and medical insurance, are on market terms and constitute a limited part of the total compensation. Premiums and other costs in connection with such benefits may in total amount to a maximum of 10 percent of the fixed annual salary.

Conditions in case of termination
For the CEO, notice period of 6 months applies in the event of termination by the CEO. In the event of termination by the Company, a notice period of 12 months applies. In the event of termination by the Company, variable remuneration is paid that has accrued, but which has not yet accrued to the Company at the time of work exemption, such remuneration shall be paid to the CEO no later than in connection with the termination of employment. Notice periods for other senior executives normally amount to 3 to 6 months. In the event of termination by the Company, a notice period of a maximum of 6 months applies. No severance pay has been agreed with senior executives.

Consultancy fees to Board members
As a rule, Board members are only entitled to receive such fees as have been resolved upon by the Annual General Meeting. Board members may, taking into account applicable rules regarding related party transactions, in special cases be remunerated for services within their respective area of expertise or expertise, provided that the service performed is outside what can be considered as a customary assignment as a board member. These services (including services performed through a company wholly owned by a board member) shall be subject to a market-based fee, provided that such services contribute to the implementation of the Company’s business strategy and the safeguarding of the Company’s long-term interests, including its sustainability. Such consultancy fees for each Board member may not exceed the annual Board fee and shall be regulated in a consultancy agreement approved by the Board of Directors (however, in application of the Swedish Companies Act’s conflict of interest rules).

Salary and terms of employment for employees
In the preparation of the Board’s proposal for these remuneration guidelines, salary and terms of employment for the Company’s employees have been taken into account by including information on employees’ total remuneration, the components of remuneration and the increase and growth rates of remuneration over time, as part of the Remuneration Committee and the Board’s basis for decision when evaluating the reasonableness of the guidelines and the limitations imposed by them. Together with the CEO, the Remuneration Committee ensures that also from a remuneration perspective counteract discrimination and promote equal opportunities and rights regardless of gender, ethnicity, transgender identity, religion, disability, sexual orientation or age.

Preparation and decision-making process
The Board of Directors has established a Remuneration Committee consisting of the Chairman of the Board and two Board members. The members of the Remuneration Committee shall be independent in relation to the Company and its management. The committee’s tasks include preparing the Board’s decision on proposed guidelines for remuneration to senior executives. The Board of Directors shall prepare proposals for new guidelines at least every fourth year and submit the proposal for resolution at the Annual General Meeting. The guidelines apply until new guidelines have been adopted by the Annual General Meeting. The Remuneration Committee monitors and evaluates programs for variable remuneration to senior executives, the application of guidelines for remuneration to senior executives and current remuneration structures and remuneration levels in the Company. Remuneration to the CEO is decided within the framework of approved principles by the Board of Directors following preparation and recommendation by the Remuneration
Committee. Remuneration to other senior executives is decided by the CEO within the
framework of established principles and after consultation with the Remuneration Committee. The CEO and other senior executives do not attend the Board’s processing of and decisions on remuneration-related matters to the extent that they are affected by the issues.

Deviation from the guidelines
The Board of Directors may decide to deviate from the guidelines in whole or in part, if in an individual case there are special reasons for doing so and a deviation is necessary to meet the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the tasks of the Remuneration Committee include preparing the Board’s decisions on remuneration issues, which includes decisions on deviations from the guidelines. 

Resolved at the AGM May 4, 2023.