Systemair - Remuneration and Incentive Programme

Remuneration and Incentive Programme

Remuneration to the Board of directors

At the Annual General Meeting held 27 August 2008, it was decided that remuneration for the time until the end of the next Annual General Meeting is to be paid by in total 925 000SEK divided in 300,000 to the chairman of the Board and by SEK 175,000 to each of the Board members elected by the general meeting and not employed by the Company. The remuneration for the Board's employee representatives is 25.000 SEK each.

Remuneration to Management

The Annual General Meeting held 27 August 2008 resolved on guidelines for the levels of remuneration to management employees. The remuneration to the management shall - from the market where the company is operating and the environment the managers are operting in - be competetive and make it possible to recruit new managing people and motivate managers to stay in the company. The renumeration consists in a combination of fixed salary and pension, but can also comprise variable salary, and benefits like company car. Fixed salasry and benefits are individually decided after above mentioned and competence. Thevariable salary is set based on achieved results andindividual targets. In 2007/08 the Company’s Managing Director and Chief Executive Officer, Gerald Engström, received a fixed salary of SEK 1.8 million. The total sum of compensation to other GroupManagers, the Finance Director Glen Nilsson, the Manufacturing Director Mats Lund, the Marketing Director Svein Nilsen and Purchasing Director Peter Olofsson, amounted in 2007/08 to SEK 4,2 million.
Glen Nilsson and Svein Nilsen have free company cars.

Incentive programme

The Annual General Meeting held on 9 August 2007 resolved to implement a long term incentive programme. The programme includes a maximum of 80 members of Management and key employees. The persons included in the programme will be offered to acquire a maximum of 320,000 warrants at market price during the period from and including 1 October 2007 to and including 11 October 2007. The exercise price of the warrants is to correspond to 120 percent of the price per share that is resolved on in the Offering. The warrants can be exercised at three occations; 14 days after the publication of (i) the report for the first quarter for the operational year 2010/11 and (iii) the report for the third quarter for the operational year 2010/11 and (iii) the report for the first quarter for the operational year 2011/12. Assuming that all warrants be exercised, the programme will result in a dilution corresponding to approximately 0.6 percent.

Since the transfer of the warrants is made at market price the proposal will not entail any social security charges for the Company for participants in Sweden. The company also intends to transfer warrants to participants resident outside of Sweden. The Company may have to pay social security charges or other similar costs as a cause of laws and regulations in countries where such participants are resident. However, the total cost for the Company, including social security charges or similar costs, as a cause of Incentive Programme 2007, is not to exceed SEK 4,000,000.

With exception for the programme resolved on the Annual General Meeting 2007, the Company has no other incentive programmes, and there are currently no decision or plans to implement further programmes.