Guidelines for remuneration to senior executives
The Annual General Meeting in Intea Fastigheter AB (publ) (“Intea” or the “Company”) on 5 May 2025 resolved to adopt the following guidelines for remuneration to senior executives.
The guidelines shall apply to remuneration to the Chief Executive Officer, other members of the executive management and, where applicable, remuneration to the members of the Board of Directors in addition to Director’s fees. The guidelines do not apply to remuneration decided by the general meeting.
These guidelines replace the guidelines adopted by the Extraordinary General Meeting on 11 November 2024 and are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting.
If a Board member should carry out services to the Company in addition to the Board assignment, these guidelines shall apply to any remuneration (for example consultancy fees) paid for such services.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
Intea is a property management company whose business strategy is to own and develop premises for long-term public-sector tenants, managed by its own local management organisations. Intea’s strategy is based on three pillars: stable growth, innovation and sustainability, and long-term relationships. Intea’s vision is to be the premier dedicated property management company specialising in social infrastructure.
For more information on the Company’s business strategy, see www.intea.se.
Successful implementation of the Company’s business strategy and the safeguarding of the Company’s long-term interests, including its sustainability, requires the Company to be able to recruit, motivate and retain skilled senior executives. In order to do so, the Company must be able offer competitive remuneration, which these guidelines allow.
Variable cash remuneration covered by these guidelines shall be aimed at promoting the Company’s business strategy and long-term interests, including its sustainability.
Forms of remuneration
The remuneration shall be in line with market conditions and may consist of the following components: fixed salary, variable cash remuneration, pension benefits and other customary benefits. The general meeting may also, irrespective of these guidelines, resolve on, among other things, share and share price-related remuneration.
Fixed salary
The fixed salary shall consist of a fixed annual cash salary. The fixed salary shall be in line with market conditions and determined taking into account responsibilities, competence and performance. The fixed salary shall be evaluated annually.
Variable cash remuneration
In addition to the fixed salary, variable cash remuneration may be offered. Any variable remuneration shall be linked to pre-determined and measurable criteria, which can be financial or non-financial. The criteria may also be individualized, quantified or qualified targets. The criteria should be designed to contribute to the Company’s business strategy and long-term interests, for example by being clearly anchored in the business strategy or by promoting the executive’s long-term development.
Any variable cash remuneration may not exceed 30 percent of the fixed annual salary in any one financial year.
Fulfilment of the criteria for the payment of variable remuneration must be measurable over a period of one year. At the end of the measurement period for fulfilment of the criteria for payment of variable remuneration, the extent to which the criteria have been fulfilled shall be assessed. The Remuneration Committee is responsible for carrying out this assessment. For financial targets, the assessment shall be based on the latest financial information published by the Company.
The Company shall have the contractual right, subject to any limitations arising therefrom or by law, to reclaim variable remuneration already paid, subject to certain conditions.
Pension benefits
Pension benefits shall be defined contribution.
The share of pension contributions for defined contribution pensions in the total remuneration shall not exceed 30 percent of the fixed annual salary. The stated limit for pension provision shall not prevent salary sacrifice of cash salary for pension provision in accordance with the Company’s applicable pension policy.
Variable cash remuneration shall not be pensionable, unless otherwise agreed or applicable under a mandatory pension scheme.
Other benefits
Other benefits may include health insurance, car allowance, housing allowance and health and fitness allowance. Such benefits, where provided, shall be in line with market conditions and shall form only a limited part of the total remuneration. Premiums and other costs associated with such benefits may not exceed a total of ten percent of the fixed annual salary.
Extraordinary remuneration
Additional cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either with the purpose of recruiting or retaining executives, or as remuneration for extraordinary work efforts beyond the person’s ordinary duties. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed annual salary and may not be paid more than once a year and per person. Any decision on such remuneration shall be made by the Board of Directors.
For employments governed by rules other than Swedish, the components of the total remuneration may be duly adjusted for compliance with mandatory rules or local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Remuneration to members of the Board
If a member of the Board (including through a wholly-owned subsidiary) should carry out services to the Company in addition to the Board assignment, specific cash remuneration may be paid for such services, provided that such services promote the implementation of the Company’s business strategy and the safeguarding of the Company’s long-term interests, including its sustainability. Such services shall be remunerated in line with market conditions, and be decided by the Board.
Termination of employment
The period of notice shall be no more than twelve months regardless of whether the termination is initiated by the Company or by the executive. Termination pay and other applicable benefits are paid during the notice period.
In case of termination by the Company, severance pay may be payable in an amount corresponding to a maximum of the fixed salary during twelve months. In case of termination by the executive, no severance pay shall be paid.
Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be payable insofar the previously employed executive is not entitled to severance pay. The compensation shall be based on the fixed cash salary at the time of termination and shall be paid for the duration of the non-compete undertaking, which shall not exceed twelve months after the termination of employment. Compensation for the agreed non-competition undertaking shall comply with the legal provisions and practices applicable from time to time.
Salary and terms and conditions of employment for employees
In preparing the Board’s proposals for these remuneration guidelines, the remuneration and terms and conditions of employment for the Company’s employees have been taken into account. This was made by including information on the total remuneration of employees and the components and evolution of the remuneration over time as part of the decision-making process of the Remuneration Committee and the Board of Directors when assessing the appropriateness of the guidelines and the resulting limitations.
Decision-making process for establishing, reviewing and implementing the guidelines
The Board has established a Remuneration Committee. The Committee’s tasks include preparing the Board’s decision to propose guidelines for remuneration to senior executives. The Board shall prepare a proposal for new guidelines at least every fourth year and submit them to the Annual General Meeting. The guidelines shall remain in force until new guidelines are adopted by the general meeting.
The Remuneration Committee shall also monitor and evaluate any programmes for variable remuneration to the executive management (both ongoing programmes and those that have ended during the year), the application of the guidelines for remuneration to senior executives as well as the current remuneration structures and levels in the Company. The members of the Remuneration Committee are independent of the Company and its management. The CEO and other members of executive management do not participate in the Board’s or the Remuneration Committee’s processing of and resolutions on remuneration-related matters, insofar as they are concerned by such matters.
Deviation from the guidelines
The Board of Directors may decide to temporarily deviate from the guidelines, in whole or in part, if in a particular case there are specific reasons for doing so and a deviation is necessary to serve the long-term interests of the Company, including its sustainability, or to ensure the financial viability of the Company. If the Board of Directors deviates from the guidelines for remuneration to senior executives, this shall be disclosed in the remuneration report to the next annual general meeting. As stated above, the Remuneration Committee’s tasks include preparing the Board’s decisions on remuneration issues, including decisions on deviations from the guidelines.