Description of regulations regarding remunerations

The board of directors (“board”) of Spotlight Group AB (“the Company”), parent company for the group, has established and updates internal regulations regarding remunerations annually. Companies that act with permission from the Swedish Financial Supervisory Authority (“the SFSA”) as securities companies are obliged to establish internal rules in accordance with the SFSA’s regulation (FFFS 2017:2) regarding investment services and activities. The board has taken the qualities and type of the work conducted by its subsidiaries into account, as well as its scope and complexity, into account when establishing the internal regulations.

The board has after thorough consideration determined that members of the board and the Company management may only receive fixed remunerations, directly as well as indirectly. Exceptions may only be granted by the shareholders at the general meeting. The board has also decided that the possibility for other employees of the Company and its subsidiaries to acquire variable remunerations shall be limited. Thereby the board does not have the right to agree on variable remunerations as well as share-related incentive programs. The general meeting has an exclusive right to determine variable remunerations for the employees in the Company. This right has been used by the general meeting by implementing a long-term incentive program directed to the employees of the group.

The chairman of the board will, as a specifically appointed member of the board, together with the CEO, prepare decisions of the board on remunerations to the executive management, key personnel and employees with the main responsibility of the control functions within the group. The fee of the control functions will be decided by the board if a control function has been outsourced. However, the CEO will not participate in procedures regarding remuneration decisions for the CEO.

Furthermore, the remuneration system of Spotlight Group entails certain criteria for how remuneration shall be disbursed. The criteria are implemented to counteract the fact that employees, in order to increase their fixed remuneration, take risks in their work that could affect the Company’s risk profile negatively. The regulations are also implemented with the purpose of giving all employees the same rights and possibilities to remuneration regardless of gender, transgender identity, ethnicity, religion or belief, functional ability, sexual orientation or age.

By the appointment of the chairman of the board as a specifically appointed member of the board, as well as designing the remuneration system to create balance between fixed and variable remunerations, it is considered that the Company has minimized the incentive for employees to increase the risk profile. Altogether, the remuneration provisions are considered to promote sound and efficient risk management and counteract excessive risk taking within the business.