Remuneration & Incentives

Remuneration to Senior Management

The 2020 AGM approved the following guidelines for remuneration of the management team until the next annual general meeting.

The senior management refers to the CEO and the management team of RGH (the “Senior Management”). These guidelines are also to be applied for any compensation to members of the Board of Directors employed by the Company and what is said regarding Senior Management shall, to the extent applicable, also apply for members of the Board of Directors employed by the Company.

The objective of these guidelines is to ensure that the Company can attract, motivate and retain senior executives with the expertise and experience required to achieve the Company’s operating goals. The remuneration offered by the Company shall be competitive and in line with market practice as well as aligned with shareholders’ interests. Remuneration to Senior Management shall consist of a fixed salary with an option to add a variable salary for those members of the Senior Management who do not sit on the Board of Directors. It is intended that these components will create a well-balanced remuneration reflecting individual competences, responsibilities and performance, both short-term and long-term, as well as the Company’s overall performance.

Fixed salary

The Senior Management’s fixed salary shall be competitive and based on the individual manager’s competences, responsibilities and performance. A review of the fixed salary shall be carried out on an annual basis for each calendar year.

Variable compensation

Senior Management, but not members of the Board of Directors employed by the Company, may receive variable remuneration in addition to the fixed salary.

The annual variable remuneration will be cash-based and shall be based on predetermined and measurable performance criteria of the relevant manager for the purpose of promoting the Company’s long-term value creation. The pre-set performance criteria are to be established and documented annually. Depending on the level of performance achieved, annual variable remuneration can vary from no variable payment up to seventy percent of the annual base salary.

Incentive programs

From time to time the Board of Directors may propose for the general meeting to resolve on a longterm incentive program.

Other benefits

The Company also provides other benefits to the Senior Management in accordance with local practice. Such benefits can, for example, include pension schemes, company health care and, more rarely, housing and travel allowances and school fees.

Notice of termination

The maximum notice of termination period in any managers contract is nine months during which time payment of salary will continue.

Deviations from the guidelines

The Board of Directors is entitled to depart from these guidelines in special circumstances. In the event of any major departure, the shareholders will be informed of the reason at the following annual general meeting.

Incentive programmes

2020 ESIP program

The Annual General Meeting on 15 May 2020 resolved to implement a long-term incentive program for senior management staff members and other employees within Raketech or its subsidiaries.

The program comprises of share options which the participants are entitled to exercise for shares in Raketech after a three-year vesting period. The program comprises not more than 25 participants and in total 561,204 share options.

The 2020 ESIP Program is comprised of share options which the participants are entitled to exercise to subscribe for shares in the Company during a period of six months starting three years from the allocation to the respective participant (the “Exercise Period”). The share options will vest for three years from the allocation to each participant, whereby 1/3 will vest after the first year, an additional 1/3 after the second year and the remaining 1/3 will vest after the third year. The vesting is subject to the participant’s continuous employment or assignment by RGH.

Exercise price

Each share option entitles the holder to acquire one share in the Company at an exercise price corresponding to 130 per cent of the volume-weighted average price of the Company’s share as quoted on Nasdaq First North Growth Market during a period of 10 trading days calculated as from and including 13 May 2020.

The 2020 ESIP Program will comprise not more than in aggregate 561,204 share options which may entitle to the same number of new shares, corresponding to not more than approximately 1.5 per cent of the share capital and votes of the Company.

For more information, please see the Notice of AGM 2020

2019 ESIP program

The Annual General Meeting on 8 May 2019 resolved to implement a long-term incentive program for senior management staff members and other employees within Raketech or its subsidiaries.

The 2019 ESIP Program comprises of share options which the participants are entitled to exercise to subscribe for shares in the Company during a period of six months starting three years from the allocation to the respective participant (the “Exercise Period”). The share options will vest for three years from the allocation to each participant, whereby 25 per cent will vest after the first year, an additional 25 per cent after the second year and the remaining 50 per cent will vest after the third year. The vesting is subject to the participant’s continuous employment or assignment by RGH.

Exercise price

Each share option entitles the holder to acquire one share in the Company at an exercise price corresponding to 130 per cent of the volume-weighted average price of the Company’s share as quoted on Nasdaq First North Premier during a period of 10 trading days calculated as from and including 23 May 2019.

The 2019 ESIP Program will comprise not more than in aggregate 758,012 share options which may entitle to the same number of new shares, corresponding to not more than approximately 2 per cent of the share capital and votes of the Company.

For more information, please see Notice of AGM 2019

2018 incentive program

On 9 April 2018, a share incentive program was introduced for certain key employees (including consultants with conditions similar to employment).

The options are offered in two tranches whereof the first (‘Tranche I’) comprises 20 percent and the second (‘Tranche II’) comprises 80 percent of the total amount of options in the programme. The participants of the share-based incentive programme had the possibility to exercise the Tranche I options until 29 December 2018, but no participant exercised, resulting in that all Tranche 1 options lapsed.

Tranch II may e.g. be utilized for the months period which starts on the date 24 months from the first date of trading in the Company’s shares between 29 June 2020 and 29 December 2020.

The 2018 incentive program will comprise not more than in aggregate 758,012 share options which may entitle to the same number of new shares, corresponding to not more than approximately 2 per cent of the share capital and votes of the Company.

For more information, please see Annual Report 2019