Guidelines for remuneration to the Senior Management Team
Scope
These guidelines are applicable to remuneration and certain other employment conditions of the CEO and other members of the Senior Management Team in the group of companies in which Enity Holding AB is the parent company (the “EHAB Group” and “EHAB” respectively). The guidelines also cover any remuneration to members of the Board of Directors in EHAB, except fees resolved by the general meeting.
The guidelines are forward-looking, i.e. they apply to remuneration and conditions agreed, and amendments to remuneration and conditions earlier agreed, after the guidelines have been adopted by the annual general meeting on 5 May 2025 and subsequently have entered into force. These guidelines do not apply to any remuneration or other employment conditions decided or approved by the general meeting.
Remuneration and other employment conditions of a Senior Management Team member of EHAB Group who is employed or resident outside Sweden or who is not a Swedish citizen, may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
The guidelines’ promotion of EHAB Group’s business strategy, long-term interests and sustainability
EHAB Group is a provider of specialist mortgages in Sweden, Norway and Finland with a mission to drive financial inclusion and empowerment by making mortgages accessible to more people and enabling its customers to take control of their personal finances. EHAB Group’s target customers comprise a large and fast-growing market of underserved borrowers who typically have difficulties meeting the stringent requirements of high-street banks. For more information about EHAB Group’s business strategy, see the page “Strategies” on the company’s website, www.enity.com.
A prerequisite for the successful implementation of the EHAB Group’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the EHAB Group can recruit, motivate and retain qualified employees in competition with comparable companies, primarily Nordic banks and credit market companies. To this end, it is necessary that the EHAB Group offers competitive remuneration and other employment conditions. These guidelines enable the EHAB Group to offer members of the Senior Management Team competitive remuneration and other employment conditions. At the same time, EHAB Group’s remuneration system shall be compatible with and promote sound and efficient risk management and counteract excessive risk taking. Remuneration (including variable cash remuneration) to members of the Senior Management Team of EHAB Group shall further comply with and promote EHAB Group’s business strategy, objectives, values and long-term interests, including its sustainability; be formulated to avoid conflicts of interests between EHAB Group, its employees and its customers; and be based on quantitative business objectives and qualitative criteria reflecting compliance, proper treatment of the EHAB Group’s customers and quality of services rendered. The total variable remuneration shall not limit the EHAB Group’s ability to maintain an adequate capital base and liquidity or, if needed, strengthen the capital base.
Long-term share-related incentive plans, if any, are proposed by the Board of Directors and resolved by the general meeting and are therefore not covered by these guidelines.
Notwithstanding anything to the contrary in these guidelines, remuneration (including variable remuneration) offered and paid to the Senior Management Team and the Board of Directors, shall at all times comply with the remuneration policy of EHAB’s wholly owned subsidiary Enity Bank Group AB and the FFFS 2011:1, both as amended from time to time.
Types of remuneration, etc.
Remuneration to the Senior Management Team shall be on market terms and may consist of the following components: fixed base salary, pension benefits, other benefits and, in extraordinary circumstances, variable cash remuneration. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.
Subject to what is set forth below, members of the Senior Management Team shall be covered by defined contribution pension plans, for which pension premiums are based on each person’s fixed annual base salary. The pension premiums shall for members of the Senior Management Team amount to not more than 30 per cent of the fixed annual base salary. Further, variable cash remuneration shall qualify for pension benefits only to the extent required by mandatory collective agreement provisions.
Other benefits may include, for example, life insurance, health insurance (Sw: sjukförsäkring), medical insurance (Sw: sjukvårdsförsäkring) and allowance for physical exercise. Premiums and other costs relating to such benefits shall be based on market practice and may amount to not more than 10 per cent of the fixed annual base salary.
Remuneration to members of the Board of Directors
If a board member performs services for the EHAB Group in addition to the board assignment, a separate remuneration may be paid for this (consultancy fee) provided that such services contribute to the implementation of the EHAB Group’s business strategy and the safeguarding of the EHAB Group’s long-term interests, including its sustainability. The consulting fee must be on market terms and be put in relation to the benefit it brings to the EHAB Group, and may never exceed the applicable board remuneration for the relevant board member (excluding remuneration for committee work). Such remuneration shall be resolved by the Board of Directors.
Termination of employment
Upon termination of employment, the notice period may not exceed 12 months for the Group CEO and 9 months for other members of the Senior Management Team, unless otherwise is provided by mandatory law or collective agreement (if applicable). Fixed base salary during the notice period and severance pay, if any, shall in total not exceed an amount equivalent to the fixed base salary for 24 months for the Group CEO and 18 months for other members of the Senior Management Team. When the employment is terminated by the Senior Management Team member, the notice period may not exceed 6 months, without any right to severance pay.
Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed Senior Management Team member is not entitled to severance pay. The remuneration shall amount to not more than 60 per cent of the monthly income (calculated as an average of fixed monthly salary and variable remuneration, if any, during the final year of employment) and be paid during the time the non-compete undertaking applies, however not for more than 12 months for the Group CEO and 6 months for other members of the Senior Management Team following termination of employment, i.e. the end of the notice period.
Remuneration and employment conditions for employees
In the preparation of the Board of Directors’ proposal for these remuneration guidelines, remuneration and employment conditions for employees in the EHAB Group have been taken into account by including information on the employees’ total remuneration, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.