Remuneration to the members of the board of directors

Fees and other remuneration to the members of the board of directors, including the chairman,

are resolved on by the shareholders’ meeting. At the shareholders’ meeting held on 15 March 2017, it was resolved that the fee to the chairman of the board should be SEK 700,000 and that the fee to the other members should be SEK 290,000. More information as regards remuneration can be found in the annual report.

Guidelines for remuneration to the executive managment

At the annual shareholders’ meeting on 15 March 2017, guidelines were adopted on remuneration for the CEO and other members of the executive management. According to the guidelines, Ambea shall offer remuneration that is in line with market practice and is based on one fixed and one variable part. Remuneration to the CEO and other members of the executive management shall be comprised by fixed salary, variable remuneration and pension. The division between fixed salary and variable remuneration shall be proportionate to the members of the executive management’s level of responsibility and authority. The variable remuneration shall be based on a combination of objectives, including the results of the business, quality objectives, and fulfillment of Ambea’s acquisition activity.

The members of the executive management may receive pension benefits in the range of 20 to 30 percent of the fixed salary, or in accordance with the applicable occupational pension plan. Agreements concerning pensions shall, where possible, be based on fixed premiums and be in accordance with the levels, practice, individual agreements and collective bargaining agreements applicable to the group.

The notice period for termination of employment shall be six months, if terminated by the employer or the member of the executive management itself.

Upon termination by the company, a member of the executive management may, in addition to their fixed monthly salary during the notice period, be entitled to severance pay in an amount ranging from three to twelve months’ salary.

Under special circumstances, the board of directors may deviate from the above guidelines

Incentive program

At the extraordinary shareholders’ meeting held on 16 March 2017, it was resolved to implement two long-term incentive programs in terms of a share savings program, addressed to no more than 57 employees who serves the Council of Ambea (Sw. Ambearådet) and a warrant program addressed to 14 members of the extended management. The programs have been established in order to motivate and retain competent employees and increase the coherence between the employees’ and the company’s objectives.

Share savings program

At the extraordinary shareholders’ meeting held on 16 March 2017, it was resolved to implement a share savings program addressed to certain employees of the Council of Ambea. There are no more than 57 employees that are entitled to participate in the program. Participation requires that the participants acquires shares in Ambea by using its own resources, alternatively allocates already owned shares to the program, so called savings shares. Such investments in savings shares cannot be more than SEK 50,000.

Participants, with some exceptions, that keep the shares during the duration of the program, from the first day of trade on Nasdaq Stockholm to and including the day of the announcement of the interim statement for the period 1 January – 31 March 2020 and, in addition thereto is employed by Ambea during the entire period, will at the expiration of the period obtain without consideration up to two new so-called performance shares, for each savings or investment share.1) In order for the performance shares to be allotted at all, the development on Ambea’s quality work needs to be positive, as the quality work is a fundamental condition for the company’s operations. Further, if the company achieves its financial targets, full allotment will be made within the framework of the share savings program, following a resolution by the board of directors.

The board of directors intends to evaluate the share savings program with respect to its objectives. If the share savings program fulfills its purposes, the board of directors intends to propose for the following annual shareholders’ meeting in Ambea to adopt an equivalent share savings program.

The costs for the share savings program will be accounted for in accordance with IFRS 2 – Share Based Payments and is expected to amount to approximately SEK 1.9 million for the total duration. The costs for social security contributions are expected to amount to approximately SEK 0.9 million, assuming, inter alia, an annual share price increase of 10 percent, a 50 percent fulfillment of the performance requirements and an annual employee turnover of 10 percent.

Warrant program

At the extraordinary shareholders’ meeting held on 16 March 2017, it was also resolved to issue warrants. Maximum 14 members of the extended management are entitled to participate in the program and the participants are divided into four categories.

In total, the share issue comprises no more than 446,000 warrants, entitling to subscription of the same amount of new shares in the Company. The participants will be invited to acquire warrants at market value, which in total amounts to approximately SEK 2,635,860[1]. The maximum own investment is dependent on which category the participant belongs to. Should the maximum number of warrants be exercised, it would entail a dilution of approximately 0.66 percent of the Company’s aggregate number of shares and votes following the completion of the Offering. Each participant is entitled to acquire a certain number of warrants.

The warrants have an exercise price per share corresponding to 120 percent of the share price in the Offering and may be exercised during two periods; during two weeks from the day after the publication of the interim report for the first quarter of the fiscal year 2020 and during two weeks from the day after the publication of the interim report for the third quarter of the fiscal year 2020. Should the price per share in the Company at subscription exceed 200 percent of the exercise price, the exercise price shall be increased by a corresponding excess amount. Thus, the maximum profit at exercise of the warrants is limited to SEK 60 per warrant.

The Company has retained the right to, with certain exceptions, repurchase warrants if the participant’s employment with the Company is terminated or if the participant wishes to transfer its warrants prior to the warrants being exercisable.

[1] The warrants have been valued using the Black-Scholes valuation model.