Guidelines for Remuneration to Senior Executives
Pursuant to the Swedish Companies Act, the general meeting shall resolve on guidelines for remuneration to senior executives. The extraordinary general meeting held on 13 May 2026 resolved to adopt the guidelines for remuneration to senior executives set out below.
Guidelines for remuneration to senior executives
It is proposed that the guidelines shall apply up to and including the 2027 annual general meeting.
The guidelines shall apply to remuneration agreed upon, and changes made to remuneration already agreed upon, after the date on which the guidelines are adopted by the general meeting.
The guidelines cover the senior executives of Salix Group AB (“Salix Group”). Salix Group’s senior executives refer to Salix Group’s CEO and the other individuals who form part of Salix Group’s senior management. Senior management refers to, in addition to Salix Group’s CEO, Salix Group’s CFO, CHRO, Head of M&A, business area managers and the CEO of Salix Business Partner AB. The guidelines do not cover remuneration decided by the general meeting.
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The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
In short, Salix Group’s business strategy aims to build successful companies through long-term and genuine commitment. Salix Group is developing as a customer-centric Nordic B2B platform within trade and distribution, where value creation is driven by strategic acquisitions and organic growth.
The successful implementation of Salix Group’s business strategy and the safeguarding of its long-term interests require that Salix Group is able to recruit, develop and retain senior executives with relevant experience, expertise and strong leadership qualities. It is therefore important that Salix Group is able to offer its senior executives a competitive total remuneration.
On this basis, the company shall endeavour to offer its senior executives terms that are market-based and motivating, as well as well-balanced and reasonable in relation to the executives’ competence, responsibilities and performance.
The remuneration guidelines aim to provide a clear framework for the remuneration of Salix Group’s senior executives so that terms can be designed to benefit Salix Group’s business strategy and long-term interests, including its sustainability, sustainable growth and profitability.
Forms of remuneration
Remuneration may be paid in the following forms:
- Fixed cash remuneration
- Variable cash remuneration
- Pension benefits
- Other benefits
Guidelines for fixed remuneration
Each senior executive shall receive a fixed cash remuneration, i.e. a fixed monthly base salary. This constitutes a predictable remuneration that helps to attract and retain qualified employees. Senior executives’ fixed remuneration shall be competitive and based on the individual’s experience, area of responsibility and performance.
Guidelines for variable remuneration
Senior executives may receive variable remuneration in addition to their fixed remuneration. Variable remuneration shall be linked to predetermined targets and measurable criteria, which may be financial or non-financial. The targets and criteria shall be designed to promote Salix Group’s business strategy, long-term interests and sustainability, by having a clear link to Salix Group’s business objectives and/or strategies.
For variable remuneration, limits on the maximum outcome shall be set for each individual senior executive concerned. Variable remuneration shall be deferred and made conditional upon the achievement of the targets or criteria on which the remuneration is based having proven to be sustainable in the long term, and upon Salix Group’s position not having deteriorated significantly.
The general meeting may also resolve that variable remuneration shall be paid in the form of share-based remuneration in both the company and its subsidiaries. In addition to promoting the company’s business strategy, long-term interests and sustainability, share-based remuneration shall be designed with the aim of achieving a greater alignment of interests between senior executives and the company’s shareholders.
Whether agreed targets or criteria for variable remuneration have been met shall be determined once the relevant measurement period has ended. The Board of Directors (the “Board”) is responsible for any assessment of variable remuneration for the CEO. The CEO is responsible for any assessment of variable remuneration for the relevant senior executive. For financial targets, the assessment shall be based on Salix Group’s most recently published financial information.
For each relevant senior executive, variable remuneration may amount to a maximum of 25 per cent of the fixed remuneration and, if full variable remuneration, pension benefits and other benefits are paid, a maximum of 14 per cent of the total remuneration.
Guidelines for pension benefits
Pension benefits shall generally be paid in accordance with regulations, collective agreements (which may include a right to early retirement), and, where applicable, established practice in the country where the relevant senior executive is permanently resident. This constitutes predictable remuneration that helps to attract and retain qualified employees. Pension benefits shall be defined-contribution, except where the individual in question is covered by a defined-benefit pension in accordance with mandatory collective agreement provisions. Pension benefits are vested once accrued. Variable remuneration shall only form the basis for pension benefits if this follows from mandatory collective agreement rules.
For each senior executive concerned, fixed-premium pension benefits may amount to a maximum of 33 per cent of fixed remuneration and, if full variable remuneration, pension benefits and other benefits are paid, a maximum of 19 per cent of total remuneration.
Guidelines for other benefits
Senior executives may be entitled to both general benefits offered to all employees and additional benefits. These benefits help to attract and retain qualified employees. Examples of such other benefits to which senior executives may be entitled include a company car, health insurance, domestic services and financial protection for family/survivors.
For each senior executive concerned, other benefits may amount to a maximum of 15 per cent of the fixed remuneration and, if full variable remuneration, pension benefits and other benefits are paid, a maximum of 9 per cent of the total remuneration.
Guidelines for termination and severance pay
Employment contracts entered into between Salix Group and senior executives shall, as a general rule, be of indefinite duration. Employment contracts may be terminated without cause by either party. Salary during the notice period and compensation for any severance pay shall generally comply with regulations, collective agreements and established practice. In addition, the following shall apply: If Salix Group terminates the employment, the notice period shall not exceed 12 months. Furthermore, severance pay based on fixed monthly salaries may be paid for a maximum of 12 months. Total compensation during the notice period and the period during which severance pay is paid shall not exceed a total amount corresponding to the agreed fixed monthly salary at the time of termination and contractual benefits for 12 months, plus the aforementioned fixed monthly salary for 12 months. In the event of the senior executive’s own resignation, the notice period shall not exceed 12 months and severance pay shall not be payable. In the event that Salix Group chooses to enforce a non-competition clause agreed in certain cases, fixed remuneration may be paid during the relevant period.
Consideration of remuneration and employment terms for other employees
In preparing the Board’s proposal for these remuneration guidelines, the salaries and terms of employment for Salix Group’s other employees have been taken into account by including information on the company’s total salary costs and other employee-related costs in the Board’s background material for these guidelines. Information on this is also included in the Board’s annual remuneration report.
Decision-making process for establishing, reviewing and implementing the guidelines
The Board of Salix Group, or a remuneration committee if one is established by the Board of Salix Group to carry out these tasks, shall monitor and evaluate the application of the guidelines for remuneration of senior executives, ongoing and completed variable remuneration programmes for senior executives during the year, as well as Salix Group’s current remuneration structures and remuneration levels.
The Board shall prepare a remuneration report for each financial year and make the remuneration report available to shareholders on Salix Group’s website no later than three weeks prior to the annual general meeting.
If a remuneration committee is established by the Board of Salix Group, the remuneration committee shall prepare the Board’s proposal for guidelines on remuneration for senior executives. Where there is a need for material changes to the guidelines, but at least every four years, the Board shall draw up proposals for guidelines for resolution by the general meeting, and if the Board has established a remuneration committee, the remuneration committee’s recommendation in this regard shall form the basis for the Board’s proposal. The general meeting shall resolve on the proposal.
The guidelines shall apply to any commitment regarding remuneration for senior executives, and to any amendment to such a commitment, decided upon after the general meeting at which the guidelines were adopted. The guidelines therefore have no effect on commitments that were already contractually binding prior to this. The guidelines shall remain in force until new guidelines are adopted by the general meeting and shall be made available to the public on Salix Group’s website.
When the Board considers and decides on remuneration-related matters, the CEO and other members of senior management shall not be present, to the extent that they are affected by the matters.
Right to decide on deviations from these guidelines
The Board may decide to temporarily deviate from the guidelines in whole or in part if, in an individual case, there are special reasons for doing so and a deviation is necessary to serve the long-term interests of Salix Group, including its sustainability, or to ensure Salix Group’s financial viability. As stated above, the duties of any remuneration committee shall include preparing the Board’s decisions on remuneration matters, which includes decisions on deviations from the guidelines. Deviations shall be reported and justified by the Board annually in the remuneration report.
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Incentive Programs
Salix Group has established two long-term share-based incentive programs for senior executives of the company.
2024
The annual general meeting on 25 April 2024 resolved to establish a warrant program inviting certain of the company’s senior executives to subscribe for warrants of series 2024/2028 in the company. The warrants were issued at a subscription price of SEK 3.31 per warrant. The warrants, which are subject to recalculation provisions, entitled the holder at the time of acquisition to subscribe for one share in the company per warrant at a subscription price of SEK 40.87 during the period 25 April 2028 – 25 May 2028. A total of 241,691 warrants have been issued under the program.
2021
The extraordinary general meeting on 20 September 2021 resolved to establish a warrant program inviting the company’s CEO Martin Hansson to subscribe for warrants of series 2021/2026 in the company. The warrants were issued at a subscription price of SEK 2.40 per warrant. The warrants, which are subject to recalculation provisions, entitled the holder at the time of acquisition to subscribe for one share in the company per warrant at a subscription price of SEK 37 during the period from 10 October 2026 or the first trading day upon a stock exchange listing up to and including 10 January 2027. A total of 831,863 warrants have been issued under the program.