Guidelines for remuneration

The annual general meeting 2025 adopts the following guidelines for remuneration for senior executives within the OEM group.

The Managing Director and other senior executives fall within the provision of these guidelines. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2025. These guidelines do not apply to any remuneration decided or approved by the general meeting.

OEM’s vision is that OEM shall be a leading distributor of industrial components and systems in selected markets including Northern, Central and East Central Europe. To realise this vision, OEM has defined five strategic areas; growth, product range, marketing activities, logistics, and employees and leaders. These are important to OEM’s future development and success and to the achievement of its financial targets. A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, 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 satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration shall be a meaningful part of the annual compensation with a target bonus amount of up to 100 percent of the annual fixed cash salary, however it may amount to not more than 200 percent of the annual fixed cash salary.

Senior executives’ pension terms shall be premium-based and capped at 30% of annual fixed cash salary.

Upon termination of an employment, the notice period may not exceed 24 months. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the annual fixed cash salary for two years. When the termination is made by the executive, severance pay may not be paid.

The Board 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. As set out above, the remuneration committee’s tasks include preparing the Board’s resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines. Should the Board deviate from these guidelines, it must be reported in remuneration report presented at next annual general meeting.

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