Carasent

Remuneration Information • Apr 7, 2022

CARASENT ASA

SENIOR MANAGEMENT REMUNERATION REPORT 2021

1. Introduction

This Report on Remuneration to the Senior Management and Board of Carasent ASA is issued under the new regulations under the Norwegian Public Limited Liability Company's Act for the annual year 2021 ("the Remuneration Report").

Carasent ASA was established as a separate legal entity in 2001 under the name Apptix ASA and had all its commercial activities in USA. The US subsidiary was sold in 2016 and the Company had no longer any operational activity until Evimeria EMR AB was acquired in May 2018. In Q4 2020 Avans Soma AS was acquired and Metodika AB was acquired in Q2 2021.

The policy for remuneration to the senior management in accordance with the new regulations in the Norwegian Public Limited Liability Companies Act § 6-16a, was resolved at the Shareholder Meeting on October 27, 2021.

Prior to implementation of this policy, the Annual Shareholder Meeting each year reviewed and concluded a consultative vote for the Board´s report on remuneration to senior management, in line with the previous regulation in the Norwegian Public Limited Liability Companies Act § 6-16a.

The Remuneration Policy is aimed to balance the Company's short- and long-term performance, as well as the business strategy and our goal to create value for the Company's shareholders through a solid business model, good leadership on all levels and highly motivated employees.

This Remuneration Report will for most parts cover the years 2018-2021. The Carasent Group of companies has changed significantly over the years 2017-2021, both with respect to number of legal entities, service offering, revenue and employees. This also reflects the increased number of senior management executives, tasks, responsibilities and compensation.

Due to these changes and material growth in all aspects of the operations, it is not possible in a meaningful way to compare the compensation to senior management over the last five years. For the same reason a comparison of key financial indicators will not add value. From 2022 and going forward such comparable figures will be used.

The remuneration paid out and granted to the senior management is fully in line with the approved Remuneration Policy and with the consultative voting from the Annual Shareholder Meetings. All amounts are in NOK unless otherwise specified.

2. Total remuneration to senior management

Table 1: Remuneration of Directors for the reported financial year.

	1				2			3	4	5	6
Name of Director, position	Fixed remuneration				Variable remuneration			Extraordinary items	Pension expense	Total Remuneration	Proportion of fixed and variable remuneration
	Base remuneration Fees****		Fringe benefits	Total	One-year variable	Multi-year variable	Total
Dennis Höjer, CEO	1,200,000	-	36,000	1,236,000	340,000	-	340,000	-	240,368	1,816,368	81% / 19%
Svein Martin Bjørstad, CFO *	500,000	-	-	500,000	300,000	-	300,000	-	54,618	854,618	65% / 35%
Niclas Hugosson, CTO	780,000	-	36,000	816,000	-	-	-	-	114,368	930,368	100%/0%
Johan Lindqvist, Chairman	400,000	400,000	-	800,000	-	-	-	-	-	800,000	100%/0%
Ebba Fahraeus, Board Member	200,000	-	-	200,000	-	-	-	-	-	200,000	100%/0%
Terje Rogne, Board Member	200,000	-	-	200,000	-	-	-	-	-	200,000	100%/0%
Anna Kinberg Batra, Board Member	200,000	-	-	200,000	-	-	-	-	-	200,000	100%/0%
Staffan Hanstorp, Board Member	100,000	-	-	100,000	-	-	-	-	-	100,000	100%/0%
Lars Forsberg, Former CFO **	-	600,000	-	600,000	-	-	-	-	-	600,000	100%/0%
Jesper Jannerberg, Board Member 2021***	100,000	-	-	100,000	-	-	-	-	-	100,000	100%/0%
Sum	3,680,000	1,000,000	72,000	4,752,000	640,000	-	640,000	-	409,353	5,801,353

Table 1 - Remuneration of Directors for the reported financial year (including all paid and unpaid remuneration for 2021)

* Hired in August 2021 ** Lars Forsberg was CFO from January to August 2021 *** Ended his position in June 2021 **** Fees for management services through Human Peak and Balance AB (Johan Lindqvist) and Windchange AB (Lars Forsberg)

The variable remuneration is structured to incentivize the executive directors to deliver on the Group's annual strategic objectives. In 2021, the variable remuneration comprised of three elements. The first element, accounting for 40% of the bonus, was based on new sales and organic growth. The second element, accounting for 40%, was based on revenue growth. The third element, accounting for 20%, was linked to profitability and net operating income.

For the financial year 2021, 50% of the maximum bonus award was payable for performance in 2021 for the CEO and CFO. The minimum award was zero and the maximum award was 50% of base remuneration. Determination of the final bonus is subject to the approval of the Board of Directors, taking into account overall business performance.

3. Incentive program

In order to recruit, retain and motivate the employees and align their interest with the shareholders` the Company has implemented a stock option program in November 2019. The program is for up to 2 million shares structured as warrants with a strike price of 150 % of the market price when issued. All employees paid fair market value for the warrants calculated by an external experts. A total of 1 528 562 options were subscribed for by employees, senior management and primary insiders. There are no further conditions associated with the warrants. The warrants are accounted for as a financial liability. The fair value of the liability is measured on the basis of estimated fair value of the outstanding warrants at the reporting date. Changes in fair value is recognized in the income statement within financial items. The share options may be exercised after November 22, 2022 with a strike price of NOK 14.47. When exercised, the Company has the right to pay the option holder cash instead of issue shares.

The table below shows the options held by the Board and senior management as per December 31 2021.

								10015 2 - 31015 001015 and VCA 01 the Ville Piness of Steller individi (ca
							Information regarding the reported financial year
			The main conditions of share option plans				Opening baland	During the year		Closing Balance
Name of Director,		2	ന	ব	ട	6	7	8	9	10	11	12	13
position	Specifiation of Performance plan	period	Award date	Vesting Date	End of holding period	Exercise period	the share	Share options Strike price of awarded at the Share options beginning of the year	awarded	Share options vested	Share options subject to a performance condition	Share options awarded and unvested	Share options subject to a holding period
Johan Lindqvist,
Chairman		NA	02.12.2019	02.12.2019	22.11.2022	22.11.2022	14,47						78 573
Ebba Fahraeus,
Board Member		NA	02.12.2019	02.12.2019	22.11.2022	22.11.2022	14,47						78 573
Lars Forsberg,	See
Former CFO	description NA		02.12.2019	02.12.2019	22.11.2022	22.11.2022	14,47						78 573
Niclas Hugosson,
CTO		NA	02.12.2019	02.12.2019	22.11.2022	22.11.2022	14,47						78 573
Dennis Höjer,
CEO		NA			02.12.2019 02.12.2019 22.11.2022 22.11.2022		14,47						78 573
													392 865

Table 2: Share options held by the Directors for the reported financial year

4. The right to withdraw remuneration

The Board has the right to withdraw or claim back paid remuneration, including bonus and other benefits, if the conditions for such payments are being breached or not met.

There are no such cases present in the Company.

5. Information on how the remuneration is aligned with the Remuneration Policy

The Remuneration Policy is aimed to attract and retain skilled and motivated employees and at the same time ensure that remuneration to employees is in line with the Company's overall objective to create value for the shareholders. The Remuneration Policy is designed to balance the Company's short and long term performance, as well as the business strategy and our goal to create value for the Company's shareholders through a solid business model, good leadership on all levels and highly motivated and skilled employees.

The remuneration to employees and Board Directors within the Carasent Group is in line with the Remuneration Policy.

All handling and decisions related to compensation are based on transparency and accepted standards for preventing selfdealing and conflict of interest.

Total compensation for each of the senior management in the Carasent Group, as well as other senior executives, is comprised of base salary, other fixed benefits and in some cases performance-based bonus.

The base salaries are fixed at levels comparable to those of executives of similar status in the Company's industry, and are competitive in the marketplace.

Carasent ASA – Senior Management Remuneration Report 2021

Some members of the senior management team have as part of their remuneration, a bonus scheme limited to a specific percentage of their base salary, in no circumstances to exceed 50 %. The bonus is directly linked to the relevant business' performance on given key performance indicators on an annual basis. The bonus will serve as an incentive to ensure employee performance beneficial for the Company to achieve the agreed business goals. This will also create shareholder value.

Other benefits like mobile phone and internet expenses are kept at minimum levels in accordance with industry standard or below.

All members of management have standard termination terms per applicable law and industry standard. None of the employees has severance payment or other special arrangements in case of termination, except from the CEO (ref. item 6).

The total compensation package for all employees, including the bonus, is well within industry standard. The inclusion and structure of a variable bonus are considered beneficial to the Company in achieving our business goals and creating shareholder values. It is the Board's view that the agreed remuneration to senior management is reasonable and the Board is committed to ensure such compliance going forward.

6. Deviations from the Remuneration Policy and from the procedure for implementing the policy

The CEO has a 6 monthsseverance payment in case of termination of the employment contract by the Company, agreed prior to the implementation of the Remuneration Policy. The Remuneration Policy as approved by the Shareholder Meeting in 2021 has been implemented and complied with, without any other deviations.

7. Comparable information about changes in remuneration and the Company's financial results

Table 4 - Comparative table over the remuneration and company performance over the last three reported financial years (RFY)
Annual change	2019 vs 2018	2020 vs 2019	2021 vs 2020	Information regarding 2021
Director's remuneration
Dennis Höjer, CEO of Evimeria/Carasent	20%	56%	13%	1,576,000
Svein Martin Bjørstad, CFO	-	-	-	800,000
Niclas Hugosson, CTO	8 %	-8%	9 %	816,000
Johan Lindqvist, Chairman	0 %	0 %	0 %	800,000
Ebba Fahraeus, Board Member	0 %	0 %	0 %	200,000
Terje Rogne, Board Member	0 %	0 %	0 %	200,000
Anna Kinberg Batra, Board Member	-	-	0 %	200,000
Staffan Hanstorp, Board Member	-	-	-	100,000
Lars Forsberg, Former CFO	100%	0 %	0 %	600,000
Jesper Jannerberg, Former Board Member	57%	11%	-100%	100,000
Company performance
Revenue (2021 in NOK '000)	100%	47%	94%	137,125
Net operating income (2021 in NOK '000)	-251%	-151%	181%	9,646
Average remuneration of a full-time equivalent basis of employees
Employees Evimeria	-1%	1 %	3 %	457,580

Table 4: Comparative table over the remuneration and company performance over the last 3 reported financial years (RFY)

Due to the major changes in the operations, number of legal entities and nature of the business as described in item 1, Introduction the table above will cover the 3 last years only. Employees within Evimeria is used for comparison reasons, given that this has been operative business throughout the period.

8. Information about the Shareholder Meeting's vote

Pursuant to the Companies Act Section 6-16 b (3), this report shall include an explanation on how the result of the general meeting's advisory vote over the report on salary and other remuneration to leading personnel for the previous year has been regarded. However, as the Guidelines was approved by the general meeting on 27 October 2021 and no report was prepared for 2020, cf. Section 7 (2) of the Regulation, this requirement is not relevant.

The Remuneration Report will be presented to the Shareholder Meeting on April 28, 2022 for consultative vote.

Carasent ASA – Senior Management Remuneration Report 2021

The Board of Directors has today considered and adopted the remuneration report for Carasent ASA for the 2021 financial year. The remuneration report has been drawn up in accordance with Section 6-16 b of the Public Limited Liability Companies Act and the regulations pursuant to this Act. The remuneration report will be presented to the General Meeting on 28 April 2022 for final decision.

Oslo, 29 March 2022

Leif Johan Lindqvist Chairman of the Board Staffan Erling Hanstorp Board member

Ebba Fåhraeus Board member Terje Rogne Board member

Anna Kinberg Batra Board member

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