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Remunerations

Board

Total Directors’ fees in 2016 amounted to SEK 1,450,000, in accordance with a resolution at the Annual General Meeting 2016. Of this amount, the fees to the Chairman of the Board were SEK 450,000, with each other Board member receiving SEK 200,000. The Company’s CEO received no Director’s fee.

Management

The Company’s CEO received a salary of SEK 4,164,000 for his work in 2015. Variable remuneration to the CEO amounted to SEK 820,000 for2015. Salaries to the other six members of the Group management amounted to SEK 8,004,000. These six members were paid variable remuneration of SEK 582,000 for the 2015 financial year. All employed members of the Group management including the CEO receive employment benefits in the form of a company car. The Annual General Meeting held on 27 April 2015 adopted guidelines for remuneration of senior executives for the 2015 financial year. Under his current employment contract, the CEO and the Company have a reciprocal notice period of 12 months. The CEO is entitled to full salary and other employment benefits during the notice period. Other senior executives have a notice period of three to nine months. The Company’s Chief Executive Officer received a salary of SEK 4,346,000 for his work in 2016. The Company also expensed severance pay for the Chief Executive Officer of SEK 9,022,000 and variable remuneration of SEK 477,000. Salaries to the Group management’s other six members amounted to SEK 8,508,000 including severance pay of SEK 2,257,000. No variable compensation was paid for 2016. All employed members of Group management including the CEO receive employment benefits in the form of a company car. The Annual General Meeting held on 3 May 2016 adopted guidelines for remuneration ofsenior executives for the financial year 2016.

According to his current employment contract, the CEO and the Company have a reciprocal notice period of 12 months. The CEO is entitled to full salary and other employment benefits during the notice period. Other senior executives have notice periods of three to nine months.

Warrant programme

An Extraordinary General Meeting on 21 August 2014 resolved on a directed issue of new warrants to senior executives and key employees of the Doro Group. Each warrant gives the holder the right   to buy one share to a predetermined price of SEK 42.00 in the period 22 May 2017 to 21 June 2017. A total of 841,000 warrants were issued.

Further details about the warrant programme is available in the documents related to the EGM 2014.

Remuneration guidelines for the Group Management

The Board’s proposed guidelines for remuneration of senior executives for 2017 are principally that salaries and other terms of employment for the management will be at market levels. The annual general meeting 2017 adopted the Board’s proposal.

In addition to fixed basic salary, the management can also receive variable remuneration and bonuses with a predetermined ceiling and based on results achieved relative to established targets (and in certain cases, other key performance indicators).

The maximum cost, including social security contributions, for variable remuneration may not exceed the fixed base salary of the company’s management. An amount is to be set annually for the total cost for fixed and variable remuneration. This amount must include all the Company’s remuneration costs. The Company’s senior executives are able to allocate part of their fixed and variable remuneration to other benefits, such as pension benefits. The management’s pension plans shall mainly be defined contribution plans.

If employment is terminated by the Company, senior executives may be entitled to severance pay; in which case, this shall have a predetermined ceiling. No severance pay is due if employment is terminated by the employee.

The Board is entitled to depart from these guidelines if there are particular reasons for this in individual cases.

Audit

In the past three years the fees for audit work within the Doro Group amounted to SEK 2.0 (2016), 2.1m (2015) and SEK 1.2m (2014) respectively.

HEAD OFFICE

Doro AB
Magistratsvägen 10
226 43 Lund
Sweden
Phone 0046 46 280 50 00

Corporate identification number
556161-9429

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