An extraordinary general meeting of tbd30 on 30 April resolved in accordance with the Board’s proposal to adopt the following guidelines for remuneration to senior executives and the Board. The guidelines shall be applied to remuneration agreed upon or changes to remuneration already agreed upon. These guidelines do not include remuneration decided upon by the general meeting and all other remuneration provided in shares, subscription warrants, convertibles or other share-related instruments such as synthetic warrants or general warrants or personal warrants shall be decided upon by the general meeting.
These guidelines apply to the CEO and other members of the management as well as other remuneration besides board fees to the board members.
The guidelines’ promotion of the Company’s corporate strategy, long-term interests and sustainability
The Company is a Business Combination, referred to as a Special Purpose Acquisition Company (“SPAC“). The Company is intended to be listed on Nasdaq Stockholm in the segment for Business Combinations and its business concept is to identify, evaluate and implement a business combination with an unlisted company. The Company has at present three employees, who receive a wage.
The guidelines shall contribute to creating prerequisites for successful implementation of the Company’s business strategy as a SPAC and safeguard the Company’s long-term interests, including its sustainability, through the Company being flexible and able to adapt remuneration to the prevailing conditions in connection with a future business combination with a target company.
Forms for remuneration, etc.
Remuneration to senior executive of the Company shall consist of a fixed wage, possible variable remuneration in cash and other customary benefits as well as a pension. The aggregate annual remuneration including pension benefits shall be at a market level and competitive on the labour market where the executive is located and take into consideration the individual’s qualifications and experience as well as future performance being reflected in the total remuneration. The fixed wage shall be reviewed annually.
The fixed wage of senior executives shall be competitive and based on the competence, responsibility and performance of the individual executive.
Senior executives shall in addition to the fixed wage be able to receive variable remuneration. The variable remuneration shall as a rule amount to at most 100 per cent of the annual fixed cash wage for the respective senior executive. The measurement period for variable cash remuneration shall as a rule be based on performance during a period of approximately 12 months. Cash variable compensation is calculated proportionally during the period earned and assumes continued employment.
The targets for receiving variable cash remuneration may include share price related or financial targets, operational targets and targets for sustainability and social responsibility as well as employee commitment. The variable cash remuneration shall be based on strategic and business critical initiatives and projects that ensure compliance in accordance with the business plan and business strategy for continued sustainable operations. The variable cash remuneration shall also be designed to encourage correct behaviour and contribute to an increased community of interest being achieved between the executive and the Company’s shareholders to contribute to the Company’s long-term interests.
The conditions for variable cash remuneration should be designed in such a way that the Board , in the event of particularly difficult financial circumstances, or if it is justified for other reasons, is able to limit or abstain from paying variable cash remuneration if such payment is considered as unreasonable and incompatible with the Company’s responsibilities otherwise to shareholders. The Board shall also have the right to pay variable cash remuneration to individuals in special cases for extraordinary contributions or to change the criteria for compliance with the bonus targets during the year in special circumstances and a deviation is necessary to meet the Company’s long-term interests and sustainability or to ensure the Company’s financial viability. Such remuneration may not exceed an amount corresponding to 30 per cent of the fixed annual cash wage and may not be paid more than once a year to the same individual. Decisions on such remuneration shall be made by the Board. The Company has no right to demand repayment of variable cash compensation according to the agreement.
Pension benefits for the CEO and other senior executives shall reflect ordinary market conditions, compared with what is generally applicable for corresponding executives in other companies and shall normally be based on contribution-based pension schemes.
Variable cash compensation shall not be pensionable unless this follows from mandatory provisions in collective agreements, applicable to the executive. Pension premiums for contribution-based pensions shall amount to at most 30 per cent of the fixed annual cash wage.
The Company can offer other benefits to senior executives. Such other benefits may be, for example, a company car and health care etc. Such benefits shall correspond to what may be considered as reasonable in relation to customary practice on the market where the respective senior executive is active and may amount in total to at most 20 per cent of the fixed annual cash wage.
If the board member performs work on behalf of the Company, in addition to board work, a consultancy fee and other remuneration for such work may be paid after a special decision by the Board. Such remuneration shall be in accordance with these guidelines.
Notice of termination and severance pay
A fixed wage paid during the period of notice and any severance pay shall together not exceed an amount corresponding to two years’ fixed wage. The mutual period of notice for a senior executive may be at most twelve months, during which period wage is to be paid. In the event of notice to terminate employment being given by the senior executive, the period of notice may be at most six months, without the right to severance pay.
Deviations from the guidelines
The Board shall have the right to deviate from the above guidelines, inter alia, for recruitment of senior executives on the global labour market and thus be able to offer competitive terms, if the Board deems it justified by special reasons in the particular case and that deviation is necessary to comply with the Company’s long-term interests and sustainability or to ensure the Company’s financial viability. Agreements that deviate from the guidelines may be renewed but each such agreement shall be time-limited and not exceed 24 months or an amount that is twice as high as the remuneration that the person affected would have received without any agreement.
Preparation, decision-making processes, etc.
Questions concerning wages and other remuneration to the CEO and other senior executives are prepared, within the framework of the guidelines decided upon by the general meeting, by the remuneration committee and are decided upon by the Board.
The nominating committee shall also prepare the Board’s decision in matters relating to remuneration principles for senior executives, including guidelines for remuneration for senior executives. The remuneration committee shall also monitor and evaluate ongoing programmes and programmes terminated during the year for variable remuneration for senior executives and monitor and evaluate the application of these guidelines for remuneration to senior executives as well as the current remuneration structure and remuneration levels in the Company.
The Board shall prepare proposals for new guidelines at least every fourth year and present the proposal for decision at the annual general meeting. The guidelines shall apply until new guidelines have been adopted by the general meeting. However, the Board considers that it will be relevant to draw up new proposed guidelines for remuneration at the general meeting following or held in conjunction with the business combination that the Company intends to carry out.
The guidelines shall be applied for every undertaking to compensation to senior executives, and every change in such undertaking, which is decided upon after the general meeting at which the guidelines were established. The guidelines thus do not have any impact on such previous contractually binding obligations. Guidelines decided upon may be changed by a decision of another general meeting than the annual general meeting. Within the framework of the guidelines based on these, the Board shall, each year decide on specifically changed remuneration conditions for the CEO and each senior executive, and make other decisions on remuneration to senior executives that may be required. The CEO and other senior executives in the executive management shall not be present when the Board is considering and deciding upon matters relating to remuneration, to the extent that they are affected by these issues.
Each financial year, the Board shall draw up a remuneration report on remuneration for the Company’s senior executives and at the latest three weeks before the annual general meeting make the remuneration report available to shareholders on the Company’s website.
Daily costs such as travel expenses for the CEO shall be approved by the Chairman of the Board. Other expenses shall be approved by the CEO. Payment of short-term variable remuneration to senior executives and the CEO shall be approved by the Board. The right to participate in share-related incentive programmes is determined by the Board and based on proposals approved by the general meeting of shareholders.
Compliance with the guidelines shall be checked annually, inter alia, by collection of documented annual targets for short-term variable remuneration.
The result of the checks is added and reported to the remuneration committee.
The Company only has three employees who receive a wage and is a newly founded company created to be a SPAC. When preparing the Board’s proposals for remuneration to senior executives, it has therefore not been possible to take into account wages and other terms of employment.