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Selvaag Bolig ASA

Remuneration Information Apr 5, 2022

3741_rns_2022-04-05_7f9373b1-35c1-48a7-9e17-0f4bf165e526.pdf

Remuneration Information

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REMUNERATION REPORT FOR 2021

The purpose of this report is to provide a comprehensive, clear and understandable overview of gross pay and remuneration awarded and due to leading employees for the past financial year, how this remuneration accords with the guidelines adopted by the 2021 annual general meeting (AGM), and extent to which this remuneration is aligned with the performance of the company. The report provides details, both in total and individualised, on the remuneration of the company's leading employees as well as the remuneration received by the company's directors in their capacity as members of the company's board of directors.

The report comprises remuneration for the company's executive management, as well as for directors who are or have been employed by, or held office in, the company for the 2021 financial year. The report has been prepared by the board of directors of Selvaag Bolig ASA in accordance with section 6-16 b of the Norwegian Public Limited Liability Act 1997, section 6 of the Norwegian regulations on guidelines for and reporting on remuneration of leading employees 2020, and section 7-31b of the Norwegian Accounting Act.

Company highlights

Selvaag Bolig ASA is a residential property developer which controls the entire value chain from the acquisition of land to the sale of homes. The company has several thousand homes under development at any given time and focuses on the growth areas in and around Greater Oslo, Bergen, Stavanger, Trondheim and Stockholm. Selvaag Bolig represents a continuation of Selvaag's 70 year history and experience, and offers a broad variety of property types. The company is headquartered at Ullern in Oslo.

The level of activity in the company was high during 2021, with good sales and strong financial results. Homes sold had a combined value of approximately NOK 4 billion. Homes delivered had a combined value of NOK 3.2 billion. At 31 December, 1 323 homes with a combined sales value of NOK 6.7 billion were under construction. The company is also well positioned, with a number of large development projects and land available which could yield some 11 000 homes in and around Greater Oslo, Stavanger, Bergen, Trondheim and Stockholm.

A summary of the company's consolidated key figures for 2017-2021 is provided below.

KEY FIGURES

PROFIT/(LOSS) BEFORE TAXES IFRS

(NOK MILLION)

* Not including NOK1045 million from UP transaction

UNITS UNDER CONSTRUCION AT YEAR END

For further details of the company's performance in 2021, see the company's consolidated annual accounts for 2021 as published in the annual report on the company's website.

REMUNERATION FOR LEADING EMPLOYEES IN THE COMPANY

Principles

Leading employees of Selvaag Bolig are remunerated in accordance with the principle "competitive but not market-leading". The company seeks to offer a total remuneration which is competitive, flexible and motivational both in the short and long term.

The auditor's report on the company's compliance with the guidelines is available on the company's website. The remuneration guidelines adopted by the 2021 AGM have been implemented in full.

Composition

The remuneration comprises fixed base pay, short term bonuses, share incentives, a pension scheme and other benefits. Specific ceilings are set for the various variables.

Fixed remuneration

Fixed pay was the main element in the remuneration for leading employees in 2021. Table 1 below shows fixed gross pay. Fixed pay is reviewed annually and determined based on pay trends in general and in the property sector in particular.

Variable remuneration

Performance measures for each leading employee's variable remuneration in 2021 have been selected to promote the company's strategy and to encourage behaviour which is in the long-term interest of the company. Variable remuneration is related to value creation for shareholders over time and structured to create an ownership culture which ensures interest alignment between shareholders and leading employees.

Bonus scheme

Selvaag Bolig has established a bonus scheme for leading employees. The board established scorecards for the CEO and executive management for 2021. The vesting period is annual, and the the KPIs in the scorecard comprise both financial and non-financial KPIs weighed at 40-60 per cent each. Examples of financial performance criteria are profitability, return on equity and total shareholder return. Examples of non-financial criteria are customer satisfaction, organisational development and ESG. It is the

company's opinion that all the KPIs are suited to building long-term shareholder value as well as ensuring continuous improvement of the company's operations.

Share purchase programme

Selvaag Bolig has established a share purchase programme where leading employees can opt to buy shares in the company at a discounted rate of 30 per cent for an amount up to the individual's annual pay. The lock-up period is three years and compensation is provided for the tax disadvantage of this discount to the employee. The programme is described in the company's annual report.

In 2021, leading employees in the company's executive management bought a total of 360 683 shares and now collectively hold 1 123 628 shares. Ownership is intended to create added value for the company through increased engagement and loyalty.

Pension schemes, insurance, benefits in kind and extraordinary remuneration

In 2021, the company incurred costs relating to pension schemes, AFP, insurance, benefits in kind and extraordinary remuneration to leading employees. These were paid in accordance with the company's guidelines on remuneration. The basis for earned pension rights under the defined contribution plan is 4.5 per cent of pay between one and 7.1 times the National Insurance base amount (G) and 10 per cent between 7.1 and 12G. The company may sign other early retirement pension agreements for leading employees, but no such agreements have been entered into.

Table 1: Total remuneration, broken down by component, paid and due to each current or former leading employee in the
company for the past financial year. Figures in NOK 1 000.
Name of Leading
Employee
Position
Reported
financial
year
Base
pay
Other
benefits
One-year
variable
Share based
remuneration
Pension Total
remuneration
Proportion of
fixed and variable
remuneration
Sverre Molvik1) 2021 3 691 129 3 456 992 93 8 361 47% 53%
CEO 2020 3 543 22 3 312 810 91 7 778 47% 53%
Christopher Brunvoll2) 2021 1 574 12 1 967 549 78 4 180 40% 60%
CFO 2020 - - - - - - N/A N/A
Øystein Klungland 2021 3 691 153 3 456 992 93 8 385 47% 53%
COO 2020 3 543 22 3 312 810 91 7 778 47% 53%
Kristoffer Gregersen 2021 1 617 14 1 615 448 93 3 787 46% 54%
EVP communications and
sustainability
2020 1 550 11 1 421 342 91 3 415 48% 52%
Petter Cedell 2021 2 081 12 1 248 258 93 3 692 59% 41%
EVP property investment 2020 2 036 11 1 663 218 91 4 019 53% 47%
Line Lian Mjell3) 2021 616 6 613 162 39 1 436 46% 54%
EVP market 2020 - - - - - - N/A N/A
Halvard Kverne4) 2021 - - - - - - N/A N/A
EVP regions 2020 2 599 11 2 037 - 91 4 738 57% 43%
Rolf Thorsen1) 2021 - - - - - - N/A N/A
CEO 2020 3 321 223 5 760 - 91 9 395 39% 61%

1) Rolf Thorsen resigned as CEO in October 2020. Severance pay is included in the remuneration for 2020.

2) Christopher Brunvoll was appointed CFO in March 2021. 3) Line Lian Mjell was employed by Selvaag Bolig ASA in august 2021. 4) Halvard Kverne stepped down from the executive management in october 2020.

Table 2: Number of shares acquired by each leading employee in accordance with the share purchase programme from 2019 to 2021 and the total number of shares they owned at 31 December.

Name of Leading
Employee
Position
Reported
financial
year
Shares
held at the
beginning
of the year
Shares
acquired
Price paid
per share1)
Acquisition
date
Shares
sold
Total number
of shares
held at
31 December
Total number of
shares with lockup at
31 December
2021 377 937 104 131 50,76 02.12.2021 82 167 399 901 283 823
Sverre Molvik
CEO
2020 434 621 101 297 50,77 03.12.2020 157 981 377 937 272 864
2019 356 226 78 395 63,16 10.12.2019 - 434 621 360 886
2021 377 937 104 131 50,76 02.12.2021 105 073 376 995 283 823
Øystein Klungland
COO
2020 362 672 101 297 50,77 03.12.2020 86 032 377 937 272 864
2019 352 116 78 395 63,16 10.12.2019 67 839 362 672 360 886
2021 8 882 58 257 50,76 02.12.2021 - 67 139 63 181
Christopher Brunvoll
CFO
2020 - - - - - - -
2019 - - - - - - -
Kristoffer Gregersen 2021 176 840 47 844 50,76 02.12.2021 61 293 163 391 125 624
EVP communications and 2020 182 710 43 445 50,77 03.12.2020 49 315 176 840 115 547
sustainability 2019 169 445 34 335 63,16 10.12.2019 21 070 182 710 182 710
2021 84 297 28 144 50,76 02.12.2021 14 415 98 026 78 900
Petter Cedell
EVP property investment
2020 72 246 28 138 50,77 03.12.2020 16 087 84 297 65 863
2019 49 628 22 618 63,16 10.12.2019 - 72 246 64 378
2021 - 18 176 50,76 02.12.2021 - 18 176 18 176
Line Lian Mjell
EVP market
2020 - - - - - - -
2019 - - - - - - -

1) Price before 30% discount.

Table 3: Performance of leading employees in the reported financial year.

KPIs for incentive programme 2021 Overall target performance2)
KPI Description of KPI Sverre Molvik Other members of
executive management1)
Financial Financial results
Return on Equity
Total shareholder return
50 % 60 - 95 %
Non-financial Customer satisfaction
Aquisition & construction
Organization & Sustainability
50 % 88 %

1) Perfomance range for executive management.

2) The CEO and COO were awarded a discretionary bonus of NOK 200 000 for 2021.

This is additional to the perfomance shown in the table.

REMUNERATION REPORT 2021

Table 4: Change in remuneration to leading employees and company performance over the last five reported financial years. Figures in NOK 1 000.

Year reported 2017 2018 2019 2020 2021
Annual change (2017 vs 2016) (2018 vs 2017) (2019 vs 2018) (2020 vs 2019) (2021 vs 2020)
Leading Employee's remuneration
Sverre Molvik, CEO1) 6 013 7 182 8 550 7 778 8 361
63%
6 010
19%
7 080
19%
8 548
-9%
7 778
7%
8 385
Øystein Klungland, COO 64% 18% 21% -9% 8%
Kristoffer Gregersen, EVP 3 537 3 820 4 086 3 415 3 787
communications and sustainability 75% 8% 7% -16% 11%
- - - - 4 180
Christopher Brunvoll, CFO2) N/A N/A N/A N/A N/A
Petter Cedell, EVP property investment 3 652 4 094 4 960 4 019 3 692
21% 12% 21% -19% -8%
Line Lian Mjell, EVP market4) - - - - 1 436
N/A N/A N/A N/A N/A
Halvard Kverne, EVP regions4) 6 076 6 472 6 488 4 738 -
66% 7% 0% -27% N/A
Rolf Thorsen, CEO1) - - 7 895 9 395 -
N/A N/A N/A 19% N/A
Olav Hindahl Selvaag, CEO5) - 1 928 1 751 - -
N/A N/A -9% N/A N/A
Baard Schumann, CEO5) 17 166
118%
19 456
13%
-
N/A
-
N/A
-
N/A
Company's performance
401 045 566 939 654 515 494 955 504 909
Net profit IFRS7) 33% 41% 15% -24% 2%
Net profit NGAAP7) 541 857 445 970 632 583 579 299 453 606
33% -18% 42% -8% -22%
Total shareholder return8) -9% 31% 89% 17% -3%
Return on equity 6) 15% 20% 21% 15% 21%
Average remuneration of employees on a full-time equivalent basis
Number of employees 9) 91 90 90 82 80
Average pay per employee 10) 982
1%
1 019
4%
1 190
17%
1 273
7%
1 291
1%

1) Rolf Thorsen resigned as CEO of Selvaag Bolig ASA in october 2020. Severance pay is included in the remuneration for 2020.

Sverre Molvik was appointed new CEO from the position of CFO which he continued to hold until March 2021.

2) Christopher Brunvoll was appointed CFO of Selvaag Bolig ASA in March 2021.

3) Line Lian Mjell was employed by Selvaag Bolig ASA in August 2021.

4) Halvard Kverne stepped down from the executive management in Selvaag Bolig ASA in october 2020.

5) Baard Shumann resigned as CEO in June 2018. Severance pay is included in the remuneration for 2018.

Olav Hindahl Selvaag held the position of interim CEO until Rolf Thorsen was appointed new CEO in May 2019.

6) Return on Equity is calculated by dividing fiscal year net profit by total equity from previous fiscal year.

7) Net profit attributable to shareholders in Selvaag Bolig ASA. Year 2020 excluding gain of NOK 1 029 from UP transaction.

8) Shareholder return = share price development year over year including paid dividend.

9) Number of paid employees, excluding executive management.

10) Averge pay is including fixed and variable remuneration on a full-time equivalent basis.

For more information on remuneration to leading employees in the company, see the annual report and the company's guidelines on remuneration on the company's website.

REMUNERATION OF THE BOARD OF DIRECTORS

The following describes the remuneration received by directors of Selvaag Bolig ASA in their capacity as directors of the company alone.

Pursuant to the company's articles of association, proposals for the remuneration of the board of directors are prepared by the company's nomination committee. Remuneration of

the company's directors is then approved by a resolution of the company's general meeting.

The company's directors are not included in any variable remuneration, pension scheme or share-based remuneration programmes. Employee-elected directors may be eligible to participate in such programmes in their capacity as employees.

Table 5: Remuneration of the board of directors. Figures in NOK 1 000.

Name of board member Position Type of remuneration 2021 2020
Regular director remuneration 500 490
Olav Hindahl Selvaag Chair Remuneration as chair of the remuneration committee 65 65
Regular director remuneration 340 330
Gisele Marchand Director Remuneration as member of the remuneration committee 50 50
Remuneration as chair of the audit committee 100 100
Regular director remuneration 340 330
Tore Myrvold Director Remuneration as member of the audit committee 75 75
Regular director remuneration 340 -
Øystein Thorup1) Director
Remuneration as member of the remuneration committee
50 -
Camilla Wahl2) Director Regular director remuneration 340 -
Regular director remuneration - 330
Peter Groth1) Director Remuneration as member of the remuneration committee - 50
Sissel Kristensen Director (elected by
the employees)
Regular director remuneration 39 37
Magnus Klund Kristiansen4) Director(elected by
the employees)
Regular director remuneration 39 7
Rune Magnus Thomassen4) Director(elected by
the employees)
Regular director remuneration - 30
Christopher Brunvoll3) Director(elected by
the employees)
Regular director remuneration - 8
Anne Sofie Bjørkholt2) Director Regular director remuneration - 280

1) Peter Groth was replaced by Øystein Thorup in April 2020.

2) Anne Sofie Bjørkholt was replaced by Camilla Wahl as a director in April 2020.

3) Christopher Brunvoll stepped down as a director in February 2020.

4) Magnus Klund Kristiansen replaced Rune Thomassen as a director in March 2020. Patrik Eriksson replaced Magnus Klund Kristiansen as diretor in April 2021.

Table 6: Number of shares held by the bord of directors at year end.

Navn på styremedlem Position 31.12.2020 Kjøp Salg 31.12.2021
Olav Hindahl Selvaag1) Chair 50 288 661 100 - 50 288 761
Gisele Marchand Director 5 000 450 - 5 450
Tore Myrvold2) Director 13 000 - - 13 000
Camilla Wahl Director - - - -
Øystein Thorup Director - 1 700 - 1 700
Sissel Kristensen Director (elected by
the employees)
3 958 - - 3 958
Patrik Eriksson Director (elected by
the employees)
4 000 - 3 000 1 000

1) Includes shares owned by Selvaag AS and other related parties.

2) Includes shares owned by related parties.

Year reported 2017 2018 2019 2020 2021
Annual change 2017 vs 2016 2018 vs 2017 2019 vs 2018 2020 vs 2019 2021 vs 2020
Director's remuneration Position
Olav Hindahl Selvaag7) Chair 525 545 - 555 565
2% 4% N/A N/A 2%
Gisele Marchand8) Director 365 375 745 480 490
1% 3% 99% -36% 2%
Tore Myrvold6) Director - - 400 405 415
N/A N/A N/A 1% 2%
Øystein Thorup1) Director - - - - 390
N/A N/A N/A N/A N/A
Camilla Wahl2) Director - - - - 340
N/A N/A N/A N/A N/A
Peter Groth1) Director 315 325 375 380 -
2% 3% 15% 1% N/A
Anne Sofie Bjørkholt2) Director 265 275 275 280 -
2% 4% 0% 2% N/A
Karsten Bomann Jonsen6) Director 340 350 - - -
1% 3% N/A N/A N/A
Sissel Kristensen5) Director (elected
by the employees)
- 35 36 37 39
N/A N/A 3% 3% 5%
Magnus Klund Kristiansen4) Director (elected
by the employees)
- - - 7 39
N/A N/A N/A N/A 457%
Rune Magnus Thomassen4) Director (elected
by the employees)
21 12 - 30 -
N/A -43% N/A N/A N/A
Christopher Brunvoll3) Director (elected
by the employees)
11 23 36 8 -
-65% 109% 57% -78% N/A
Marianne Ørnsrud5) Director (elected
by the employees)
32 - - - -
3% N/A N/A N/A N/A

Table 7: Change in remuneration to the board of directors over the last five reported financial years. Figures in NOK 1 000.

1) Peter Groth was replaced by Øystein Thorup in April 2020.

2) Anne Sofie Bjørkholt was replaced by Camilla Wahl as a director in April 2020.

3) Christopher Brunvoll stepped down as a director in April 2016 and February 2020. He replaced Rune Thomassen in April 2017.

4) Magnus Klund Kristiansen replaced Rune Thomassen as a director in March 2020.

5) Sissel Kristensen replaced Marianne Ørnsrud in April 2017.

6) Tore Myrvold replaced Karsten Bomann Jonsen in May 2018.

7) Olav Selvaag stepped down as chair of the board from June 2018 to May 2019.

8) Gisele Marchand was elected chair of the board from June 2018 to May 2019.

STATEMENT BY THE BOARD OF DIRECTORS

The board of directors has considered and approved the remuneration report for 2021 for Selvaag Bolig ASA.

The remuneration report is presented in accordance with section 6-16b of the Norwegian Public Limited Liability Act 1997, section 6 of the Norwegian regulations on guidelines for and reporting on remuneration of leading employees 2020, and section 7-31b of the Norwegian Accounting Act.

In the board's opinion, the remuneration report complies with the company's remuneration policy as adopted by the 2021 AGM and is free of material misstatements, whether owing to fraud or error.

Approval of the remuneration report will be put to an indicative vote at the AGM.

Oslo, 21. March 2022

Patrik Eriksson Director (employee-elected)

Olav Hindahl Selvaag Chair

Camilla Wahl Director

Gisele Marchand Director

Tore Myrvold Director

Øystein Thorup Director

Sissel Kristensen Director (employee-elected)

To the General Meeting of Selvaag Bolig ASA

Independent auditor's assurance report on report on salary and other remuneration to directors

Opinion

We have performed an assurance engagement to obtain reasonable assurance that Selvaag Bolig ASA report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2021 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

Board of directors' responsibilities

The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.

Our independence and quality control

We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants' Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our firm applies International Standard on Quality Control 1 (ISQC 1) and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor's responsibilities

Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 – "Assurance engagements other than audits or reviews of historical financial information".

We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in

PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap

the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Oslo, 21 March 2022 PricewaterhouseCoopers AS

Petter Walstad State Authorised Public Accountant

Note: This translation from Norwegian has been prepared for information purposes only.

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