Guidelines for remuneration

Principles for remuneration and other conditions of employment for the CEO and senior executives are adopted by the Annual General Meeting.

Remuneration to the CEO and other senior executives consists of basic salary, variable remuneration and pension. Pension benefits, including sickness insurance, must be defined contributions, unless otherwise provided by mandatory collective agreement provisions. In addition, the Annual General Meeting can – and regardless of these guidelines – decide on, for example, share and share price related remuneration.

The group of other senior executives currently consists of five people. The composition and size of this group may change over time as a result of the business development.

The distribution between basic salary and variable remuneration shall be proportionate to the responsibilities and powers of the executive. The annual variable remuneration for the CEO is maximized to six monthly salaries. For other senior executives, the annual variable remuneration is a maximum of three months’ salary. The annual variable remuneration for the CEO and other senior executives is based on the outcome of various parameters compared to predetermined goals and is intended to promote the company’s business strategy and long-term interests, including the company’s sustainability. The parameters are attributable to the Company’s sales, earnings and individually set goals. Compensation levels shall be market-based. The period of notice for the CEO shall be a maximum of six months and for other senior executives a maximum of six months. In the event of termination by the Company, severance pay of a maximum of twelve months’ salary is paid to the CEO. No other severance pay is paid to other senior executives upon termination of their employment.

Successful implementation of the company’s business strategy and safeguarding the company’s long-term interests, including its sustainability, requires that the company can recruit, motivate and retain qualified employees through competitive and market-based remuneration. These guidelines contribute to the Company’s business strategy, long-term interests and sustainability by providing incentives to achieve the Company’s goals in terms of sales, earnings and goals set for the individual. In this way, the company can offer a competitive remuneration in the labor market the executive operates, as well as be related to the executive’s responsibilities, powers and performance.

The salary and terms of employment for the company’s employees have been taken into account when the guidelines were established by taking into account the employees’ terms of employment and historical development. The Board has considered that the proposal is reasonable.

In accordance with the Swedish Code of Corporate Governance, the Board has established a Remuneration Committee whose tasks include preparing the Board’s decision on proposals for guidelines for remuneration to senior executives and to conduct a review and follow-up and evaluate their application. The Board draws up proposals for new guidelines at least every four years. The Remuneration Committee shall also monitor and evaluate variable remuneration programs for the Company’s management, the application of guidelines for remuneration to senior executives, and applicable remuneration structures and remuneration levels in the company.

Regarding employment conditions that are governed by rules other than Swedish, the necessary adjustments may be made to comply with such mandatory rules or local practices, and the general purpose of these guidelines should be met as far as possible.

The Board shall annually evaluate whether the Board of Directors proposes to the Annual General Meeting any form of share-related incentive program, such as warrants or share savings programs, or any kind of share price-related incentive program, such as synthetic option programs.

The company currently has two outstanding warrants programs. They have been approved by the AGM and are therefore not covered by these guidelines

In special cases, board members elected by the AGM shall be able to be remunerated for services within their respective areas of expertise, which do not constitute board work. For these services, a market-based fee must be paid, which must be approved by the Board, which may, however, amount to a maximum of SEK 300,000, excluding value added tax per year and member.

The Board of Directors shall have the right to deviate from these guidelines if, in an individual case, it is considered necessary to meet the company’s long-term interests and sustainability, or to ensure the company’s financial viability.

The remuneration policy is evaluated each year and is submitted to the Annual General Meeting for adoption.

Outstanding share based incentive programs

In total there are 725.000 outstanding warrants in two programs.

The Annual General Meeting of 2019 resolved to issue no more than 351.000 warrants (series 2019/2021), with the right to subscribe a maximum of 351.000 new shares to employees of the XVIVO Perfusion Group. Of these warrants, all 351,000 have been subscribed by employees. Warrant program series 2019/2021 gives the warrant holder the right to subscribe for a new share in May 2021 at a price of SEK 278.91.

The Annual General Meeting of 2020 resolved to issue a maximum of 408.000 warrants (2020/2022 series) with the right to subscribe a maximum of 408,000 new shares to employees of the XVIVO Perfusion Group. Of these warrants, 374.000 have been subscribed for by employees. Warrant program 2020/2022 gives the warrant holder the right to subscribe for a new share in May 2022 at a price of SEK 205.88.

The Annual General Meeting in 2019 and 2020 decided to approve a cash-based incentive program for the Group’s employees in countries outside Sweden, as these employees are not entitled to participate in the Swedish option programs. The cash-based programs should, as far as practically possible, be designed to correspond to the Swedish option programs but have a limit for maximum outcome. The cost of these cash-based incentive programs is recognized in the periods when XVIVO’s share price exceeds the exercise price for each Swedish option program.