Spir : Remuneration Report Spir Group 2023

Remuneration report 2023

Spir Group ASA

Introduction

This remuneration report is published in accordance with section 6-16 (a) and (b) in the Norwegian Public Limited Liability Companies Act and associated regulations and describes the principles for the remuneration of the CEO, CFO and senior executives of management (the "Senior Executives") of Spir Group ASA ("Spir Group" or "the Group"), as well as provides detailed information of the application of these principles in actual remuneration of said employees, as well as for the Board of Directors.

The report has been prepared by the Board of Directors' Remuneration Committee and approved by the Board of Directors for presentation and advisory vote at the Annual General Meeting in 2024.

Spir Group's "Guidelines for remuneration of executive personnel" was approved by the Annual General Meeting on 31 May 2023 and shall be presented to and be approved by the General Meeting upon any material change and at least every fourth year. Immaterial amendments to the Guidelines may be made by the Board of Directors, without the General Meeting's approval.

The Group's statutory auditor has verified that this report complies with information requirements in section 6-16 (b) in the Norwegian Public Limited Liability Companies Act, and associated regulations.

The remuneration of the CEO, CFO and other Senior Executives during the financial year 2023 was made in accordance with the adopted guidelines, and there have been no temporary deviations from the guidelines.

Remuneration strategy

The Spir Group's business specializes in software services, property technology and data economics. The Group's goal is to create value for customers through making processes more effective and efficient, and create a more transparent society through data collection, sharing, usage and analysis. The Group's customer base spans from public sector to private businesses within real estate, banking, insurance, property developers, media companies, builders, property owners, taxation companies, engineers, power companies and building materials production, as well as consumers and citizens.

To achieve these goals, the Group is of the view that it must be able to attract and retain Senior Executives with relevant experience, expertise, and advanced leadership skills.

The overall ambition with the Group's remuneration guidelines is to have a remuneration policy that enables the Company to recruit and retain highly qualified personnel, so that Company's business strategy and long-term interests and long-term growth in shareholder value can be achieved.

Remuneration principles

The remuneration to the Senior Executives shall be determined based on the following main principles:

• The Senior Executives shall be offered competitive salary and other benefits in line with similar positions in comparable companies
• The compensation arrangements should be easy to manage and understand, long-term and possess flexibility
• The total compensation arrangement should be linked to the Company's earnings and performance, and to the individual elements of the personal terms

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The total remuneration package for Senior Executives may consist of a fixed base salary, pension and insurance coverage, variable salary and other benefits. The variable salaries shall be suitable to motivate, retain and reward individuals, and shall be based on responsibilities, expertise, and performance.

Base / fixed salary

Senior Executives are offered a fixed base salary at a level considered competitive and comparable to similar positions and companies. The level of fixed salary is to be reviewed regularly, usually annually. The fixed base salary shall constitute the main component of the Senior Executives' compensation.

Pension and insurance

Senior Executives are included in the Company's standard pension and insurance schemes on the same terms and conditions as other employees.

Variable remuneration

In order to implement the Group's business strategy, long-term interests and financial sustainability, the Senior Executives may receive the following variable remuneration:

a) Bonus arrangements (short term incentive)

Senior Executives may be offered performance-based bonus arrangements which are based on the Company's financial and operational results as well as personal goals. The criteria for any performance-based bonus shall be determined by the board of directors and shall be linked to measurable factors.

Whether the criteria for bonus payment for Senior Executives have been fulfilled for any given year shall be determined by the Board of Directors during the first quarter of the subsequent year on the basis of the predetermined criteria. To determine if the goals have been met, a quantitative assessment is made of the quantitative goals, while individual assessments are made for the qualitative goals. The Company may not require repayment of variable remuneration, except in the event of obvious errors in the calculation or the payment process.

As of the date of these Guidelines, the CEO and CFO of the Company have performance-based variable remunerations in addition to their basic salary, which constitutes 4- and 3-months' salary, respectively. The amount of the bonus is determined upon meeting certain pre-defined financial targets for the Company set by the Board of Directors. The criterion for this bonus is a combination of quantitative and qualitative targets determined by the board of directors. The remaining Senior Executives have separate bonus agreements. The bonus is calculated based on the achievement of budgeted revenue and EBITDA, and other quantitative and qualitative criteria that are determined on an annual basis. The annual bonus is capped at the equivalent of 2- or 3-months' salary.

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b) Share-based compensation (long-term incentive)

In order to align the interests of the Company's key personnel with those of the Company, rights to shares in the Company (options) may be granted as a part of the total remuneration package for Senior Executives and other key personnel. The main purposes of granting options are:

• To ensure that that Senior Executives and key personnel have access to a compensation scheme that contributes to a long-term employment relationship in the Company
• To contribute to the expectation that Senior Executives and key personnel who hold a portfolio of the Company's shares can make a significant contribution to the total compensation
• To create a common ownership perspective between shareholders and key personnel when the value development in the Company is an essential part of total compensation

Share options may be allocated to Senior Executives and key personnel at selected levels of positions where the goal is a long-term connection of key resources in accordance with the following requirements:

• The employee is of superior importance for the achievement of goals in relation to the Company's strategic and operational activities
• The employee possesses an important role in representing the Company's culture and value base
• The employee is difficult to replace and is an attractive resource for other companies

As of the date of this report, the Company has the following option programs in place:

2023 Option Program

On 13 June 2023 the Group established a share option program for management and key employees of the Group (2023 Option Program). The program comprises 1,274,430 share options, with each option giving the right to subscribe for 1 ordinary share, each with a nominal value of NOK 0.02, in the Company. The options will be excercisable (vested) in three tranches with 1/3 annually over a 3-year period (the vesting period), with the first tranche to vest on 1 January 2024, the second 1/3 to vest on 1 January 2025 and the third tranche to vest on 1 January 2026. The price to be paid upon exercise of the options (the exercise price) is based on the market value of the Spir share, with an annual increase of 10%. The market value of the Spir share shall be based on the volume-weighted average price for a share as traded on the Euronext Oslo Børs during December 2023. Under the 2023 Option Program, 1,274,430 share options were granted on 13 June 2023.

The RSU Program

On 13 June 2023, the Board of Directors of the Group decided to cancel the previous option program, as such share options did not represent any value and thus were not fulfilling their purpose. As compensation for cancelling the option program, the option holders were given the right to receive certain shares in the Company under the new 2023 restricted share unit plan (the "RSU Program"). The RSU holders will receive for no consideration 1 new share option (each an RSU) per 3 share options vested under the previous option programs. No additional RSUs will be offered for the non-vested share options. The RSUs replacing the 2020 option program can be converted into ordinary shares in the Company on 1 January 2024 (to the last vesting date of the share options granted under the 2020 Option Program in 2020) and 1 January 2025 (corresponding to the last vesting date of the share options granted under the 2020 Option Program in 2021).

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Under the RSU program, 217,593 RSUs were granted on 13 June 2023.

The Board and the remuneration committee will ensure that the grant and management of share options are in accordance with the intentions and guidelines. More information regarding the total number of options granted may be found in the Company's annual report on the Company's website www.spirgroup.com/investor- relations.

Employee share purchase program (ESPP)

The Company has established share purchase programs for the Group's employees and board members. Senior Executives are also given the opportunity to participate, on the same terms and conditions as the other employees of the Group, in any general share saving or employee share purchase programs of the Group, to the extent such are being established by the Group. As of the date of this report, the Company has in place an employee share purchase programs for 2020, 2021, 2022 and 2023.

Remuneration to the Senior Executives

Spir Group defines the Group's Senior Executives to comprise its Executive management team, as presented on the Company's website, www.spirgroup.com/about-spirgroup.

Remuneration - salary, benefits and bonus earned (short-term incentive)

Remuneration for the Group's Senior Executives for 2023 is presented below.

		Base	Fixed										Total		Share
	2023	salary	salary		Benefits		Bonus		Sign-on	Other	Pension		remuner		fixed/
	(in NOK 1,000)	31.12.23	paid		in kind		earned		bonus	salary	exp.		ation		variable1
	Nicolay Moulin (CEO) 2			1,167		64		-			2,591	92		3,915		100/0%
	Per Haakon Lomsdalen (CEO) 3	3,500		1,422		4		136		2,000		35		3,598		40/60%
	Camilla Aardal (CFO)	2,050		2,006		174		-				92		2,273		100/0%
	Anita Fragaat (Chief of staff) 4	950		238		3		-				13		253		100/0%
	Kimberly Phan (CMO)5	1,100		275		3		-				16		293		100/0%
	Anny Bratterud (HR)	1,650		1,515		229		64				92		1,900		96/4%
	Anne Mette Havaas (Head of	1,442		1,272		11		58				81		1,422		96/4%
	Strategy Public) 6
	Hege Moe Tveit (Managing	1,800		1,618		297		75				92		2,082		96/4%
	Director, Sikri AS)
	Arild Elverum (Managing	1,800		1,839		105		75				157		2,175		96/4%
	Director, Ambita AS)
	Erling Olaussen (Managing	1,800		1,863		56		76				157		2,151		96/4%
	Director, Boligmappa AS)

1. Defined as fixed salary paid (excluding benefits in kind) / (fixed salary + bonus earned + project bonus paid)
2. CEO until August 2023. Other salary is linked to 1 year's severance pay.
3. CEO from August 2023
4. Chief of staff from October 2023
5. CMO from October 2023
6. CMO until October 2023. New role as Head of Strategy Public from October 2023.

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	Jonas Åkermann (Managing	2,014		2,014	72		141				529		2,756	93/7%
	Director, Metria AB)
The comparable remuneration for 2022 is presented below
		Base	Fixed									Total	Share
	2022	salary	salary	Benefits		Bonus		Project	Other	Pension		remuner	fixed/
	(in NOK 1,000)	31.12.22		paid	in kind		earned		bonus7	salary	exp.		ation	variable
	Nicolay Moulin (CEO)	1,750		1,765	100		142		438		84		2,529	75/25%
	Camilla Aardal (CFO)	1,700		1,663	100		125		643		83		2,614	68/32%
	Anny Bratterud (HR)8	1,365		671	162		74				43		951	90/10%
	Anne Mette Havaas (CMO)	1,244		1,132			53		82		63		1,330	89/11%
	Hege Moe Tveit (Managing	1,600		533	100		81				28		743	87/13%
	Director, Sikri AS)9
	Arild Elverum (Managing	1,600		1,661	180		87				111		2,039	95/5%
	Director, Ambita AS)
	Erling Olaussen (Managing	1,622		1,669	156		88				111		2,024	95/5%
	Director, Boligmappa AS)
	Jonas Åkermann (Managing	1,922		481	18		37				158		656	93/7%
	Director, Metria AB)10

Performance criteria for bonus calculations

Spir's Senior Executives take part in short-term incentive plans, operationalized through annual performance agreements. For 2023 the performance criteria are comprised of Group level financial targets; organic growth, inorganic growth and EBITDA, as well as personal KPIs. Bonuses are paid out in the second quarter of the following financial year. Award for 2023 was 28 % of the bonus; EBITDA was met at lower range, as well as personal KPIs. Furthermore, for certain key strategical projects or major financial transactions, the Group may award project specific bonuses reflecting criticality of the projects, success level, increased workload during the project period and exposure of project team members. For 2023 there were no project bonuses.

2023	Bonus basis	Award EMT	Bonus earned -	Sign-on	Sum bonus
(in NOK 1,000)			plan	EMT plan	bonus	expense
Per Haakon Lomsdalen (CEO)	4 month's salary	28 %	136	2,000	2,136
Anny Bratterud (HR)	2 month's salary	28 %	64		64
Anne Mette Havaas (Head of	2 month's salary	28 %	58		58
Strategy Public)
Hege Moe Tveit (Managing Director,	2 month's salary	28 %	75		75
Sikri AS)
Arild Elverum (Managing Director,	2 month's salary	28 %	75		75
Ambita AS)
Erling Olaussen (Managing Director,	2 month's salary	28 %	76		76
Boligmappa AS)
Jonas Åkermann (Managing	3 month's salary	28 %	141		141
Director, Metria AB)

1. Project bonus tied to completion of IPO in 2022
2. New Group role from 1 July, 2022, salary and benefits included from this date
3. Managing director Sikri AS from September 2022, salary and benefits included from this date
4. Managing director Metria from October 2022, salary and benefits included from this date

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Share-based payments (long-term incentives)

The Group has made a fair value measurement of the option programs' liability using the Black-Scholes-Merton option pricing model. Total expensed on the long-term incentive program in 2023 was MNOK 4,5, including MNOK 2.1 for the Senior Executives. Total liability as of 31 December 2022 related to the long-term incentive program is MNOK 16.8. Share-based payments for executives are listed in the tables below.

												Options
						Vesting		Strike	Options		unvested
	2023 Option program	Grant year		Award date		period		price11	awarded		31.12.2023
	Per Haakon Lomsdalen (CEO)	2023		12.06.2023		01.01.24-		9,48		127,443		127,443
			01.01.26
	Anny Bratterud (HR)	2023		12.06.2023		01.01.24-		9,48		127,443		127,443
			01.01.26
	Anne Mette Havaas (Head of	2023		12.06.2023		01.01.24-		9,48		127,443		127,443
	Strategy Public)			01.01.26
	Hege Moe Tveit (Managing Director,	2023		12.06.2023		01.01.24-		9,48		127,443		127,443
	Sikri AS)			01.01.26
	Arild Elverum (Managing Director,	2023		12.06.2023		01.01.24-		9,48		127,443		127,443
	Ambita AS)			01.01.26
	Erling Olaussen (Managing Director,	2023		12.06.2023		01.01.24-		9,48		127,443		127,443
	Boligmappa AS)			01.01.26
	Jonas Åkermann (Managing	2023		12.06.2023		01.01.24-		9,48		127,443		127,443
	Director, Metria AB)			01.01.26
						Vesting		Strike		RSUs		RSUs unvested
	2023 The RSU program	Grant year		Award date		date		price		awarded		31.12.2023
	Anny Bratterud (HR)	2023		12.06.2023		01.01.25		0,02		11,663		11,663
	Anne Mette Havaas (Head of	2023		12.06.2023		01.01.24		0,02		28,785		28,785
	Strategy Public)	2023		12.06.2023		01.01.25		0,02		8,182		8,182
	Hege Moe Tveit (Managing Director,	2023		12.06.2023		01.01.25		0,02		11,663		11,663
	Sikri AS)
	Arild Elverum (Managing Director,	2023		12.06.2023		01.01.25		0,02		11,663		11,663
	Ambita AS)
	Erling Olaussen (Managing Director,	2023		12.06.2023		01.01.25		0,02		11,663		11,663
	Boligmappa AS)

Employee share purchase program (ESPP) / RSUs

As senior executives, and board members, are invited to participate in the Company's ESPP programs, on equal terms as other employees, some of them have participated and purchased shares. For each share purchased in the ESPP programs, 1/3 shares will be awarded as RSUs after 3 years12, subject to continued employment and continued holding of the ESPP shares13.

1. Strike prices in the table are subject to annual increases of 10% effective from 1 January each year, first time 1 January 2025.
2. Payment for each share = nominal value, ie. NOK 0.2 per share
3. For Board members only conditional on continued holding of ESPP shares

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The RSUs each executive will be awarded if conditions are met, are outlined below.

	2023			2021 ESPP			2022 ESPP			2023 ESPP			SUM RSUs
			Grant date and number of			Grant date and number of			Grant date and number of
				RSUs eligible for			RSUs eligible for			RSUs eligible for
	Anny Bratterud (HR)	03.12.2024	910						23.11.2026	7,184		8,094
	Hege Moe Tveit (Managing	03.12.2024	3,645						23.11.2026	14,368		18,013
	Director, Sikri AS)
	Erling Olaussen (Managing					27.05.2025	4,685		23.11.2026	14,368		19,053
	Director, Boligmappa AS)
	Jonas Åkermann (Managing									23.11.2026	14,368		14,368
	Director, Metria AB)

The RSUs each board member14 will be awarded if conditions are met, are outlined below.

2023		2021 ESPP			2022 ESPP			2023 ESPP
		Grant date and number of			Grant date and number of			Grant date and number of			SUM RSUs
		RSUs eligible for			RSUs eligible for			RSUs eligible for
Torstein Harildstad (Former					27.05.2025	4,685							4,685
Chairman)
Jens Rugseth, board					27.05.2025	4,685							4,685
member
Preben Rasch-Olsen, board					27.05.2025	2,342			23.11.2026	14,368			16,710
member
Martine Drageset, board					27.05.2025	2,340							2,340
member
Sigrun Syverud, board					27.05.2025	4,685			23.11.2026	7,184			11,869
member
Rune Syversen, former					27.05.2025	4,685							4,685
board member
Christian Breddam, former					27.05.2025	4,685							4,685
board member
Fredrik Cappelen, former					27.05.2025	4,685							4,685
board member
Torbjørn G. Krøvel, former					27.05.2025	2,342							2,342
board member

14 Includes non-current board members, as RSU eligibility depends on holding the shares, and not holding a board position over the vesting period. For employees, including executives, eligibility also depends on continued employment within the Group. Torstein Harildstad, Rune Syversen, Christian Breddam, Fredrik Cappelen and Torbjørn G. Krøvel are no longer board members as of the date of this report.

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Comparative information on the change of remuneration and company performance

The table below provides information on the change of remuneration for each individual director over the past four15 financial years, compared to selected company performance measures.

		RFY-2 vs	RFY-1 vs	RFY vs
	Annual change	RFY-3	RFY-2	RFY-1					Information regarding the FY
	Director's remuneration
	Nicolay Moulin (CEO)	346	398	1386.45
	Camilla Aardal (CFO)	1532	432	-340.86					Hired 1. September 2020
	Anny Bratterud (HR)			948.94					New group role from 1. July 2022
	Anne Mette Havaas (Head of Strategy			92.22					CMO until October 2023. New role
	Public)							from October 2023.
	Hege Moe Tveit (Managing Director, Sikri			1339.21					Managing director from 1.
	AS)							September 2022
	Arild Elverum (Managing Director, Ambita			136.35
	AS)
	Erling Olaussen (Managing Director,			127.83
	Boligmappa AS)
	Group performance	RFY-3	RFY-2	RFY-1			RFY		Achievement against targets
	Organic growth	100%	0%	0%		0%
	Inorganic growth	100%	100%	100%		0%
	Adjusted EBITDA	100%	100%	0%		90%
	Average remuneration on a full-time equivalent basis of employees
	Employees of the Group	41.68	-92,76	39,14					Acquisition of Metria AB in 2022
	Employees of the Company	N/A	NA	142.05

Remuneration to the Board of Directors

The table below details Directors' fees paid in the respective financial years.

Board remuneration
(in NOK 1,000)	2023	2022
Rolv Erik Ryssdal (Chairman)	882
Torstein Harildstad (Former Chairman)16	216	400
Jens Rugseth, board member	230	200
Preben Rasch-Olsen, board member	230	200
Rune Syversen, board member		200
Christian Breddam, former board member		200
Fredrik Cappelen, former board member		200
Torbjørn G. Krøvel, former board member		200
Martine Dragset, board member	230
Sigrun Syverud, board member	230
Sum remuneration paid to board members	2,018	1,600

1. As Spir Group ASA delivered its first financial statements for the year 2020, no financial information exists prior to this.
2. Torstein Harildstad was Chairman of the Board of Spir Group ASA until November 24, 2022.

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Remuneration to the Election committee

The table below details fees paid in the respective financial years.

Remuneration to the Election committee
(in NOK 1,000)	2023	2022
Tor Malmø, leader	55
Fredrik Cappelen, member	35
Sum remuneration paid to members of the committee	90

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