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Guidelines for remuneration for the management

The Annual General Meeting 2024 resolved on guidelines for remuneration for the Management as set forth below. The Management is defined as the managing director of Swedish Orphan Biovitrum AB (publ) and the executives who report to the managing director and are members of the senior management. A summary is presented below. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and present it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. For the full version of the current applicable guidelines please follow link.

Objective

The company aims to have a strong correlation between Sobi’s compensation elements, the long-term strategy and sustainability priorities. To support Sobi’s vision, The company also has performance measures such as growth and profitability as with the aim of creating long-term sustainable value for people with rare diseases, shareholders, employees, and other stakeholders.

Types of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed base pay, variable pay, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration. The components are presented below.

Fixed Base Pay

The purpose of fixed base pay is to attract and retain highly qualified personnel that deliver the Company’s business strategy.

The fixed base pay shall be based on competence, experience, responsibility, and performance. The Company uses an international evaluation system to evaluate the scope and responsibility of the position to establish benchmarks to comparable peers.

Variable Pay - Short Term Incentives

The Short-Term Incentives aim to drive the achievement of the Company's business strategy and financial goals. It also seeks to uphold adherence to company values, attract and retain highly qualified personnel, ensure engagement and alignment, and reward performance.

The annual Short-Term Incentive plan shall be based on the achievement of predetermined and measurable annual financial (75 per cent) and non-financial objectives (25 per cent). The annual financial objectives shall be related to targets that promote growth and profitability (annual revenues and EBITA 1). The annual financial objectives are recommended by the Compensation and Benefits Committee and approved by the Board of Directors. The annual non-financial objectives are related to strategic and business development goals as defined and approved according to the grandparent-manager principle.

The objectives are determined for the promotion of the Company’s business strategy, long-term development (including its sustainability), value creation and financial growth and shall be designed in a way that encourages compliant behaviour. The maximum annual Short-Term Incentive may vary but shall not amount to more than 100 per cent of the annual gross fixed base pay. To what extent the criteria for awarding annual Short-Term Incentive has been satisfied shall be evaluated and determined by the Board of Directors upon the recommendation from the Compensation and Benefits Committee.

Variable Pay - Long-term Incentives

The overall purpose of the long-term incentive plans is to closely align the employees’ interests with those of the shareholders and to create a long-term commitment to the Company.

Long-term share-related incentive plans are proposed by the Board of Directors and presented to the general meeting for approval and are therefore excluded from these guidelines. The performance criteria used to assess the outcome of the long-term share-related incentive plan for the Executive Committee are closely linked to the business strategy and thereby to the Company’s long-term value creation. For more information about the Company’s long-term share-related incentive plans, including the criteria which the outcome depends on, see www.sobi.com.

Other variable pay

Further variable pay may also be paid out in extraordinary circumstances, provided that such arrangement is of a one-time nature and is agreed on an individual basis for management recruitment or retention purposes or as compensation for extraordinary efforts beyond the individual’s ordinary assignment. Such compensation shall be in line with market practice and may for example include a one- one-time cash payment, retention bonus or, severance payment in case of a change of control, or similar. The compensation shall not exceed the amount of the gross fixed base pay for three (3) years and shall not be paid more than once a year per individual. Resolutions on such compensation shall be made by the Board of Directors based on a proposal from the Compensation & Benefits Committee.

Pension and benefits

The preferred pension plan design is defined contribution 2). If the operating environment requires the establishment of a defined benefit pension plan under mandatory collective agreement provisions, law or other regulations, such a plan may be established. The defined benefit level should in such cases be limited to the mandatory level.

The pension premiums or allowance for pension shall amount to not more than 40 per cent of the member’s pensionable salary, which may include variable pay to the extent required by mandatory collective agreement provisions.

Other benefits may include, for example, life insurance, health insurance, medical insurance, and company cars. Premiums and other costs relating to such benefits shall be based on market practice but amount to no more than 20 per cent of the annual gross fixed base pay.

  1. Earnings before interest, tax and amortisation.
  2. A defined contribution pension plan defines a percentage level of the employee’s annual gross fixed base pay as contribution that will be paid into the pension plan for each employee.