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Management work and compensation

Group management has overall responsibility for operations within the Catella group in accordance with the long-term objectives set by the board of directors of Catella AB.

Work of the management team

The Company’s CEO is appointed by the Board. The CEO, alongside the rest of Group management, has overall responsibility for ongoing management of the Catella Group’s operations in accordance with the Board’s instructions and guidelines. In addition to the CEO, the Group management comprise of the CFO, Head of Group Legal, Head of Group HR and Head of Investor Relations and Group Communications. For more information about members of the Group management, see the section “Group management”. The CEO has also appointed Heads of business areas and subsidiaries, who are governed by Rules of Procedure, Instruction and Policies adopted by the Board, with some delegated decision-making authority for managing ongoing operations in the Catella Group’s subsidiaries and associated companies. The Group management works closely with the Heads of business areas and subsidiaries to establish Group-wide values, visions, strategies and policies on the basis of the goals set by the Board. The CEO leads and regularly convenes the Group management and the Heads of business areas. The CFO holds quarterly meetings with the Heads of subsidiaries to discuss results and other financial matters. The Board of Directors continuously evaluates the CEO’s performance. This matter is addressed in particular at one Board meeting per year, at which no members of Group management are present.
In spring 2021, the Board announced its decision to appoint Christoffer Abramson as CEO and President of the Group. Christoffer Abramson started his position on 12 April 2021 and replaced the Interim CEO, and Board member, Johan Claesson. Christoffer Abramson has been part of Group management since 2020 and was formerly CFO of the Company. During
the year, the outstanding positions in the Group management have been filled. On 29 March 2021, Mattias Brodin started his position as Interim CFO and on 1 August 2021 as regular CFO. Mathias de Maré took up his position as Head of Group HR in January 2020 and has beenpart of Group
management since March 2021. On 1 June 2021, Johanna Bjärnemyr started
her position as Head of Group Legal and Michel Fischier as Head of Investor
Relations and Group Communications.

Guidelines for remuneration to senior executives

The current guidelines for remuneration to senior executives were adopted at the annual general meeting 2022.

The CEO and, from time to time, other members of the Company's executive management as well as members of the board of directors, if they receive remuneration from the Company other than remuneration for their ordinary board work, fall within the provisions of these guidelines. In addition to the CEO, the executive management currently consists of the CFO, the Head of Investor Relations and Group Communications, the Head of Group HR and the Head of Group Legal. The guidelines shall be applied to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2022. These guidelines do not apply to remuneration decided or approved by the general meeting.

Types of remuneration and the promotion of the Company’s business strategy, long-term interests and sustainability
The Company’s business strategy is dependent on the ability to recruit and retain qualified personnel. The total remuneration shall be competitive and on market terms, which is a prerequisite for a successful implementation of the Company’s business strategy and protecting its long-term interests, including sustainability. Further, the remuneration shall be commensurate with responsibility and authority.

Remuneration to the CEO and other members of the Company’s executive management consists of fixed salary, variable remuneration, pension benefit and other benefits.

Variable remuneration is based on financial or non-financial results in relation to individually defined quantitative or qualitative objectives that consider the Company’s business strategy, long-term goals and sustainability work.

The satisfaction of the criteria for payment of variable cash remuneration shall be measured over a one year period. Variable remuneration may amount to a maximum of 100 percent of the fixed annual cash salary. Additional variable cash remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are within a predetermined time frame and are only made individually either with the aim of recruiting or retaining executives, or as remuneration for extraordinary work efforts in addition to the individual's regular assignments. Such extraordinary remuneration paid in addition to remuneration in accordance with the above may not exceed an amount corresponding to 100 percent of the fixed annual cash salary and may not be paid out more than once a year per individual. Decisions relating to such remuneration shall be made by the board of directors following preparation by the remuneration committee.

Pension benefits, including healthcare insurance (Sw. sjukförsäkring), shall be defined-contribution. Variable cash remuneration shall not be pensionable. Pension premiums for defined-contribution shall amount to a maximum of 30 percent of the fixed annual cash salary.

Other benefits may include life insurance, healthcare insurance and company car. Such benefits may amount to not more than 10 percent of the fixed annual cash salary.

The Company has implemented share-based incentive programmes. To the extent additional share-based incentive programmes are introduced, these shall be subject to a decision by the general meeting and thus not be covered by these guidelines.

Termination of employment
Upon notice of termination of employment by the Company, the notice period shall be a maximum of 12 months, and on notice of termination by the employee a maximum of 6 months. Salary and severance pay may in total not exceed 100 percent of the fixed annual cash salary.

In addition, remuneration for potential non-competition undertakings may be payable. Such remuneration shall compensate for any loss in income and shall only be payable in so far as the former executive is not entitled to receive severance pay. Remuneration shall be based on fixed cash salary at the time of resignation and be subject to a maximum of 60 percent of the monthly salary at the time of notice of termination of employment, and shall be payable during the period the non-competition undertaking applies, which is subject to a maximum of 9 months after the end of employment.

The Company is contractually prohibited from reclaiming variable remuneration. According to contract and legislation, and subject to any ensuing restrictions, the board of directors is entitled to reclaim, in full or in part, variable remuneration that has been paid out on erroneous grounds.

The decision-making process for determining, reviewing and implementing the guidelines
The process for preparing, reviewing and implementing the remuneration guidelines is handled by a dedicated remuneration committee. After preparation by the remuneration committee, the board of directors shall prepare proposed new guidelines at least every four years and present the proposal for resolution at the annual general meeting. The guidelines shall apply until such time that new guidelines are adopted by the annual general meeting. The remuneration committee has an advisory (follow-up and evaluation) as well as a preparatory function for decision-making ahead of review and resolution by the board of directors. In addition to the chairman of the board, who is also chairman of the committee, other members elected by the annual general meeting are independent in relation to the Company and management. The remuneration committee holds at least two regular meetings each year, in good time before regular board meetings to address remuneration matters. All members of the remuneration committee, the CEO and the Head of Group HR shall, if possible, participate in the remuneration committee’s meetings (however subject to provisions relating to conflicts of interest under the Swedish Companies Act). Any other individual presenting a matter to the remuneration committee shall participate in the remuneration committee’s meetings to the extent the remuneration committee considers it appropriate. Individuals affected by the decisions shall however not attend meetings of the remuneration committee or the board during the period of preparation and decisions regarding the matter.

Salary and employment terms for employees
Each year, the remuneration committee completes an analysis of how the total salary structure and employment terms for the Company’s employees compare to the remuneration to the CEO and senior executives. This forms the basis for decisions when evaluating the reasonableness of these guidelines.

Derogation from the guidelines
The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability.

Information regarding decided remuneration not due for payment
The board of directors shall include information regarding previously decided remuneration not yet due for payment to the proposal of guidelines for remuneration to senior executives to the annual general meeting.

Information regarding derogations from the remuneration guidelines adopted by the annual general meeting 2021
According to the guidelines for remuneration to senior executives that were adopted at the annual general meeting 2021, the board of directors has been authorized to derogate from the guidelines if there are special reasons. No such derogations have been made.

Evaluation of the CEO

The board continuously evaluates the work of the CEO. The board specifically addresses this matter on at least one board meeting each year, at which neither the CEO nor anyone from the management team is present.

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