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STATEMENT REGARDING SALARIES AND OTHER REMUNERATION
TO MEMBERS OF THE MANAGEMENT OF RENONORDEN ASA
1.
INTRODUCTION
This statement regarding remuneration of the management (the “Management”) of RenoNorden
ASA and its subsidiaries (the “Group”) has been prepared by the Board of Directors (the “Board”)
of RenoNorden ASA (the “Company”) pursuant to section 6-16a of the Norwegian Public Limited
Companies Act.
The main principle of the Group’s remuneration policy for the Management is to offer competitive
terms in an overall perspective taking into account salary, short- and long-term incentives pension
plans and other benefits, to motivate and retain key staff.
Further details regarding the remuneration to the Management is included in the Group’s annual
accounts.
2.
POLICY AND PRINCIPLES
The remuneration of the Management may comprise the following elements:

Fixed salary (base-salary)

Short-term incentive (cash bonus)

Benefits (primarily pension)
In addition, the Board proposes to establish a long term incentive program, as further described
under section 3.
The fixed salary for each member of the Management shall be competitive and based on the
individual’s experience, responsibilities as well as the results achieved during the previous year.
Salaries as well as other benefits shall be reviewed annually, and adjusted as appropriate.
The Management will be eligible for a cash bonus as a short-term incentive.
The Management is granted cash bonus following an assessment of criteria based on both the
Group’s performance and the individual’s performance. The targets to be reached by the CEO are
to be determined by the Board. The CEO sets relevant targets for the other members of the
Management team, based on principles defined by the Board. The maximum potential of the bonus
is determined on an individual basis.
The Management receives payment in kind such as one newspaper, use of mobile and home
telephone, computer (included broadband) and company car including related expenses.
3.
LONG-TERM INCENTIVE – EQUITY INCENTIVES
The Board proposes for the Company’s Annual General meeting 2015 to implement Long Term
Incentive Program 2015 (“LTIP 2015”).
The participants in LTIP 2015 shall free of charge be granted PSRs entitling to them to shares in
the Company. Each performance share right shall give the holder a right to purchase one share in
the Company at a price of NOK 1 per share after a three year vesting period.
The board of directors shall determine the number of PSRs to be granted each year. However, as a
main rule, the number of PSRs granted to a participant shall be calculated as a percentage of the
relevant participant’s base salary, divided by the volume weighted average market price quoted for
trades in the shares on the Oslo Stock Exchange the 10 last trading days prior to grant of the
PSRs. The percentage of the base salary forming the basis for grant of PSRs depends on which
category the participant belongs to, in accordance with the following:

Category 1: 60 percent of the base salary for 2015

Category 2: 30 percent of the base salary for 2015
The above percentages will be adjusted so that participants who have been employed with the
Group for less than a year will receive less than 100 percent of the numbers illustrated above.
Provided that a certain annual compounded growth rate in earnings per share in the period from 1
January 2015 to 31 December 2017 (“EPS CAGR”) is being met and that other conditions are
satisfied, the participants may exercise their PSRs. Allotment of shares on the basis of PSRs shall
be made at the earliest three years after grant of the PSR.
The further details of the proposed LTIP 2015 are set out in Appendix 1 to these guidelines.
Implementation of LTIP 2015 is subject to approval by the Annual General Meeting.
4.
SEVERANCE PAY ARRANGEMENT
No member of the Management, has entered into employment agreements which provide for any
special benefits upon termination, except for Fredrik Eldorhagen, Jon Kristian Flesvik and Staffan
Ebenfelt who are, under certain circumstances, entitled to six months’ severance pay and Peter
Ekholm who is, under certain circumstances, entitled to three months’ severance pay. Furthermore,
Jukka Koivisto is, pursuant to a service contract, under certain conditions, entitled to 18 months of
33% of salary if non-compete clause to which he is subject is complied with.
5.
PENSION SCHEME
All members of the Management are included in the Group’s defined contribution plan for the
Group’s employees. Further details are included in the Group’s annual accounts.
6.
THE DECISION-MAKING PROCESS
The Board has appointed a remuneration committee consisting of Board members. The
remuneration committee is a preparatory body for the Board and its main objective is to assist the
Board in its work relating to the terms of employment for the Management. The Board determines
the CEO’s salary and other terms of his employment.
The remuneration committee answers to the Board alone for the performance of its duties. The
work of the committee does not alter the responsibility of the Board or the individual Board
member.
Appendix: The board of directors’ proposal regarding a Long Term Incentive Program 2015 (LTIP
2015)