Nordic Shipholding — Remuneration Information 2020

May 5, 2020

Appendix 2

NORDIC SHIPHOLDING

5 May 2020

Remuneration Policy

Nordic Shipholding A/S

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NORDIC SHIPHOLDING

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1 Introduction

This remuneration policy (the "Remuneration Policy") for the board of directors and executive management of Nordic Shipholding A/S, CVR no. 76 35 17 16 ("Nordic Shipholding" or the "Company") has been prepared in accordance with sections 139 and 139a of the Danish Companies Act as well the Danish Corporate Governance Recommendations.

The Remuneration Policy provides a framework for remuneration paid to members of the board of directors and the executive management. The executive management consists of the executive manager(s) registered with the Danish Business Authority. It is the board of directors' ambition that the Remuneration Policy shall be clear and transparent and provide a comprehensible overview of the remuneration that is, or may be, awarded to members of the Company's management.

The Remuneration Policy has been submitted for approval at the Company's annual general meeting and is applicable for agreements entered into after approval by the general meeting on 4 June 2020.

2 General principles

The overall objectives of this Remuneration Policy are (i) to attain a suitable alignment between the interests of the board of directors and the executive management with those of the Company's shareholders; (ii) to ensure that Nordic Shipholding is able to retain and attract highly qualified members of management; and (iii) to ensure a strong correlation between pay and performance, taking into consideration the Company's long-term goals, continued sustainability.

The remuneration of the board of directors and the executive management is designed to support the strategic goals, long-term interests and sustainability of Nordic Shipholding and to promote value creation and sustainability for the benefit of the shareholders of the Company. The remuneration takes into account any management service agreements entered into with third party service providers.

Given the Company's ownership structure and activities, it has been decided not to establish a separate remuneration committee. The tasks of such a committee are handled by the members of the board of directors collectively.

When preparing the Remuneration Policy, the board of directors takes into account the corporate structure and overall employment terms of Nordic Shipholding's other employee(s), in so far that such remuneration does not deviate considerably from other comparable companies listed on Nasdaq Copenhagen.

3 Remuneration for the board of directors

Members of the board of directors shall be remunerated with a fixed annual fee approved by the general meeting and shall not be entitled to receive any variable remuneration.

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NORDIC SHIPHOLDING

The annual base fee shall be in line with market practice of comparable listed companies and take into account the required competencies, effort and scope of work of the members of the board of directors.

The chairman of the board of directors may receive a maximum of two times the annual base fee and the deputy chairman may receive a maximum of one and a half times the annual base fee, respectively, for their extended duties.

Given the Company’s ownership structure and activities, it has been decided not to establish various separate committees. The tasks of such committees are handled by the members of the board of directors collectively. Should it subsequently be decided to establish a committee, the members of the board that are elected for the committee shall receive a fixed fee that will be decided if and when such a committee is established. The size of the fixed committee fee shall depend on the competencies, effort and scope of work required by the members of such a committee and may not exceed 25% of the annual base fee for ordinary committee members and 50% for the position of committee chair.

If a member of the board of directors takes on specific ad hoc tasks outside the scope of ordinary tasks of the board of directors, as defined in the rules of procedure for the board of directors, that member may be offered an ad hoc fee for the work carried out related to such tasks, subject to the prior approval by the board of directors. Such ad hoc fees may not exceed two times the annual fee for the individual member of the board of directors, unless special circumstances dictate a higher fee. In such case, the board of directors shall explain the reason for the deviation at the following annual general meeting, provided such disclosure is not detrimental to the Company.

Reasonable expenses, such as travel and accommodation in relation to board meetings, are reimbursed by the Company. The Company may reimburse other reasonable expenses such as relevant training, etc.

Remuneration of the board of directors is subject to annual approval by the general meeting. The proposal for remuneration of the board of directors shall be included in the convening notice.

Individual board members may choose to waive their fees in whole or in part. Such waiver shall not affect the remuneration of other board members.

Members of the board of directors are elected or re-elected for a term of one year by the general meeting.

No special termination terms apply to members of the board of directors, including compensation in the event of resignation from the board of directors.

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4 Remuneration of the executive management

Members of executive management shall be remunerated with a fixed annual base salary and shall not be entitled to pension contribution or variable remuneration.

The annual base salary for members of the executive management shall be in line with market practice in comparable listed companies and be based on the individual member's responsibilities and performance.

The remuneration must take into account any management service agreements entered into with third party service providers.

The board of directors may decide to grant members of the executive management an annual cash bonus of up to 100% of the individual member's annual base salary to motivate and reward the executive with a view to support achievement of the Company's strategic interests. Any such bonus shall be subject to fulfilment of certain predefined performance targets, as determined by the board of directors. The performance targets shall reflect the strategic targets of the Company, which may be financial or non-financial and which may relate to the Group, the Company, the performance of the individual executive or the occurrence of certain events. The level of achievement of individual performance targets, and thus the size of a cash bonus, shall in each case be determined by the board of directors. Any such cash bonus shall be subject to claw back, if paid out on the basis of information, which subsequently is found to be materially incorrect.

The executive management is subject to a 12 months' notice period. The total value of the remuneration for the notice period, including severance pay, if any, cannot exceed two years of remuneration, including all components.

5 Procedure for review and deviation of the Remuneration Policy

The board of directors may temporarily, and under extraordinary circumstances on an individual basis, decide to deviate from section 4 of the Remuneration Policy, in connection with recruitment, to offer severance pay, or a one-off retention and/or sign on bonus in order to achieve the overall objectives of the Remuneration Policy. In such case, the board of directors shall explain the reason for the deviation at the following annual general meeting, provided such disclosure is not detrimental to the Company.

The Remuneration Policy will be reviewed on an annual basis by the board of directors in order to ensure the Remuneration Policy's continuing support of the Company's business strategy, long-term interests and sustainability.

In order to avoid potential conflicts of interest, the Remuneration Policy and the remuneration of the board of directors shall be approved by the general meeting. In respect of the executive management, the remuneration shall be approved by the board of directors.

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SHIPHOLDING

The Remuneration Policy must be approved by the general meeting at least every four years and whenever material changes are made to it.

The Remuneration Policy shall be published on the Company’s website as soon as possible following approval by the general meeting.

As approved by the shareholders of Nordic Shipholding at the annual general meeting on June 4 2020.