Remuneration Information • Apr 10, 2025
Remuneration Information
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2024
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| 1. Introduction | 3 |
|---|---|
| 2. Key events for the financial year 2024 | 3 |
| 3. Remuneration of Senior Executives | 4 |
| 4. Remuneration of the Board of Directors | 8 |
| 5. The Board of Directors' statement on the remuneration report | 11 |

The purpose of this report is to provide remuneration information related to TOMRAs Senior Executives and Board of Directors, prepared in compliance with the Norwegian Public Limited Liability Companies Act Section 6-16a-b and related regulations. TOMRAs Senior Executive Compensation Guidelines were approved by the Annual General Meeting on April 25th, 2024, and describes TOMRA`s remuneration framework for Senior Executives (ELT).
The Remuneration report will be presented to the Annual General Meeting 6 May 2025. The report for 2023 was endorsed by 63,39 % of the voters at the General assembly meeting held 25 April 2024.
| TOMRA Group MEUR | 2023 | 2024 | Change |
|---|---|---|---|
| Revenue | 1,288 | 1,348 | 4.6% |
| EBITA | 119 | 176 | 47.6% |
| Cash flow from operations | 137 | 235 | 71.9% |
| Total assets | 1,469 | 1,661 | 13.1% |
| EPS adj. (EUR) | 0.32 | 0.33 | 3.1% |
| Equity ratio (%) | 42% | 38% | -8.8% |
| TOMRA GROUP change in % | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue growth | -2.2% | 15.9% | 12.1% | 6.9% | 4.6% |
| EBITA growth | 1.4% | 22.8% | -8.0% | -25.8% | 47.6% |
| EPS (EUR) | 0.24 | 0.36 | 0.34 | 0.20 | 0.32 |
| EPS (change%) | -13.8% | 50.1% | -5.8% | -41.2% | 57.3% |
| TOMRA Group EUR / 1000 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Average employee remuneration excl. Senior Executives (group) |
58 | 61 | 64 | 68 | 70 |
| Average remuneration growth (group) | 2% | 5% | 5% | 5% | 3% |
| CEO/Employee ratio (group) | 20 | 30 | 15 | 18 | 17 |
2021 figures are affected by a transition period for the CEO.
Average remuneration for 2023 has been corrected for severance payments due to restructuring in TOMRA Food.

The company's Remuneration Principles are available at: https://www.tomra.com/en/abouttomra/corporate-governance/remuneration-policy with further link to the Senior Executive Compensation Guidelines.
TOMRA`s payroll packages consist of fixed elements reflecting individual long-term performance and areas of responsibilities, as well as variable elements dependent on achievement of individual and company-specific targets. Benchmarking the remunerations against comparable companies retains competitiveness, and local conditions also allow the remuneration principles to vary individually.
| Payroll component | Description |
|---|---|
| Base salary | The salary is annually reviewed and adjusted in line with the overall payroll adjustment within the unit of employment. The base salary includes holiday allowances and holiday deductions. |
| Pension | The Senior Executives participates in the same pension plans as employees within the units they are employed. Individual contribution plans can be agreed, with the total pension benefit not exceeding 20 % of gross base salary. |
| Short-term incentive program (STIP) | Individual one-year variable bonus incentive based on predefined goals linked to individual- as well as TOMRA`s results. The incentive motivates to deliver on TOMRA's operational, strategic, financial and sustainability goals. The bonus cannot exceed 50% of annual base salary. |
| Long-term incentive plan (LTIP) | The multi-year variable long-term incentive is linked to improvements in Earnings per Share (EPS) over the last three years, and cannot exceed 100% of annual base salary. 25% of payout before tax must be invested in TOMRA shares and be kept for at least three years, to safeguard alignment with TOMRA`s long term strategy and stakeholders interests. Claw back clauses applies. |
| Other benefits | Other benefits such as company-cars, insurances, phones, broadband etc. should be modest of value and only account for a limited part of the total remuneration package. |
| Travel- and business expenses | The taxable components of travel- and business expenses are considered as remunerations, specified as other. Non taxable components are considered as refunds/operating costs and are not included in further presentation of the remunerations of TOMRA`s Senior Executives. |
| Share purchase program | Senior Executives can participate in TOMRA`s share purchase program at the same terms as other employees. The program allows permanent employees to invest in TOMRA shares with maximum value of 30% of base salary, and receive 1 of 5 per vested shares after one year vesting period. |
| Sign-on fee | When recruiting new senior executives, the Board of Directors may grant a sign-on fee in form of cash-payment or options to buy shares. |
| Severance payment | The notice period for Senior Executives is six months. The CEO and the CFO are entitled to 6 months' severance pay following termination by the company. |

The tables that follow in the report provide a comprehensive overview of all the remuneration awarded or due during the reported financial years for each individual Senior Executive.
| Proportion | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Remuneration to Senior executives | Currency | Base salary | Pension | STIP | LTIP | Other | Total remuneration |
Fixed / % | Variable / % |
| Tove Andersen, President & CEO | |||||||||
| Unit; TOMRA Systems ASA | NOK | 5,672,040 | 1,124,550 | 2,052,304 | 4,751,224 | 516,176 | 14,116,294 | 52% | 48% |
| Eva Sagemo, CFO Unit; TOMRA Systems ASA |
NOK | 2,983,806 | 147,892 | 1,013,696 | 2,346,776 | 264,359 | 6,756,529 | 50% | 50% |
| Harald Henriksen, EVP, Head of TOMRA Food Unit; TOMRA Systems ASA |
NOK | 3,823,794 | 1,802,211 | 1,762,950 | 3,238,463 | 1,543,068 | 12,170,486 | 59% | 41% |
| Lars Kversøy Enge, EVP, Head of Group Strategy Unit; TOMRA Systems ASA |
NOK | 2,740,393 | 147,892 | 973,064 | 1,158,083 | 253,200 | 5,272,632 | 60% | 40% |
| Marius Fraurud, EVP, Head of TOMRA Collection Unit; TOMRA Systems ASA |
NOK | 2,806,648 | 147,892 | 1,246,000 | 2,366,000 | 263,065 | 6,829,605 | 47% | 53% |
| Stefan Schrahe, EVP, People and Organization Unit; TOMRA Systems GmbH |
EUR | 353,600 | 58,426 | 129,064 | 149,396 | 31,749 | 722,235 | 61% | 39% |
| Volker Rehrmann, EVP, Head of TOMRA Recycling Unit; TOMRA Systems GmbH |
EUR | 387,721 | 60,651 | 62,035 | 327,623 | 49,465 | 887,495 | 56% | 44% |
STIP Performance indicators 2024
| Achieved in 2024 |
Achieved in 2023 |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Group EPS | Division EBITA |
Revenues | Working capital |
People | Planet | Strategic projects |
% of max bonus |
% of max bonus |
|
| Tove Andersen | 100% | 73% | 0% | ||||||
| Eva Sagemo | 100% | 73% | 0% | ||||||
| Harald Henriksen | 20% | 45% | 10% | 5% | 5% | 15% | 92% | 80% | |
| Lars Kversøy Enge | 50% | 50% | 71% | 46% | |||||
| Marius Fraurud | 20% | 45% | 15% | 10% | 5% | 5% | 89% | 80% | |
| Stefan Schrahe | 100% | 73% | 0% | ||||||
| Volker Rehrmann | 20% | 45% | 15% | 10% | 5% | 5% | 32% | 59% |
This information meets the disclosure requirements in ESRS 2 GOV-3 29 (d).
For the year 2023 The Compensation and Organizational Committee acknowledged the extraordinary contribution done in relation to the cyberattack and on strategic projects and decided to apply a discretionary bonus element resulting in a bonus payout (% of max) for: Tove Andersen, CEO: 60% (NOK 1 606 500) Eva Sagemo, CFO: 60% (NOK 724 500) Stefan Schrahe, EVP P&O: 46% (EUR 78 200).

The target set for achieving LTIP in 2024 for TOMRA is based on EPS. If TOMRA in 2022, 2023 and 2024 combined reported an EPS of:
In 2024 84,5% of the maximum target was met compared to 100% in 2023. EPS equals actual reported Earnings Per Share adjusted for ramp-up and one-off cost in accordance with definitions established by the Board.
| Proportion | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Currency | Base salary | Pension | STIP | LTIP | Other | Total remuneration |
Fixed / % | Variable / % | |
| Tove Andersen, President & CEO Unit; TOMRA Systems ASA |
NOK | 5,401,943 | 1,071,000 | 1,606,500 | 5,355,000 | 567,863 | 14,002,306 | 50% | 50% |
| Eva Sagemo, CFO Unit; TOMRA Systems ASA |
NOK | 2,661,200 | 144,972 | 724,500 | 1,207,500 | 237,710 | 4,975,882 | 61% | 39% |
| Harald Henriksen, EVP, Head of TOMRA Food Unit; TOMRA Systems ASA |
NOK | 3,445,163 | 4,112,367 | 1,358,968 | 3,397,420 | 4,264,319 | 16,578,237 | 71% | 29% |
| Lars Kversøy Enge, EVP, Head of Group Strategy Unit; TOMRA Systems ASA |
NOK | 2,375,271 | 144,972 | 548,205 | 1,191,750 | 252,208 | 4,512,406 | 61% | 39% |
| Marius Fraurud, EVP, Head of TOMRA Collection from October 1, 2023 Unit; TOMRA Systems ASA |
NOK | 726,602 | 36,243 | 280,000 | 700,000 | 65,545 | 1,808,390 | 46% | 54% |
| Stefan Schrahe, EVP, People and Organization from April 1, 2023 Unit; TOMRA Systems GmbH |
EUR | 255,000 | 43,610 | 78,200 | 170,000 | 161,234 | 708,044 | 65% | 35% |
| Volker Rehrmann, EVP, Head of TOMRA Recycling Unit; TOMRA Systems GmbH |
EUR | 372,808 | 60,372 | 110,351 | 372,808 | 44,865 | 961,204 | 50% | 50% |
| Michel Picandet, EVP, Head of TOMRA Food until May 31, 2023 Unit; TOMRA Systems GmbH |
EUR | 146,397 | 24,228 | - | - | 567,752 | 738,377 | 100% | 0% |
| Thomas Risøy Johansen, Interim EVP, Head of TOMRA Collection from June 1- September 30, 2023 Unit; TOMRA Systems ASA |
NOK | 756,814 | 48,324 | 220,000 | 193,600 | 5,616 | 1,224,354 | 66% | 34% |
| Stefan Ranstrand, President & CEO until August 16, 2021 Unit; TOMRA Systems ASA |
NOK | - | - | - | 1,229,167 | - | 1,229,167 | 0% | 100% |
The payroll is calculated pro rata based on the actual service period in ELT.
The remuneration information for Harald Henriksen in 2023 has been reworked to reflect a change in his defined benefit plan for an amount of NOK 3 841 101, with a related gross up of tax effect for an amount of NOK 3 822 543 which is presented as Other.
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| Currency | 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|---|
| Change % | Change % | Change % | Change % | Change % | ||
| Tove Andersen, President & CEO | ||||||
| From August 16, 2021 | NOK | - | 4,258 | 9,472 | 14,002 | 14,116 |
| 122% | 48% | 1% | ||||
| Eva Sagemo, CFO From March 1, 2022 |
NOK | - | - | 2,901 | 4,976 | 6,757 |
| 72% | 36% | |||||
| Harald Henriksen, EVP, Head of TOMRA Food Effective all period |
NOK | 8,584 | 8,549 | 7,454 | 16,578 | 12,170 |
| 0% | -13% | 122% | -27% | |||
| Lars Kversøy Enge, EVP, Head of Group Strategy From March 14, 2022 |
NOK | - | - | 2,920 | 4,512 | 5,273 |
| 55% | 17% | |||||
| Marius Fraurud, EVP, Head of TOMRA Collection From October 1, 2023 |
NOK | - | - | - | 1,808 | 6,830 |
| 278% | ||||||
| Stefan Schrahe, EVP, People and Organization From April 1, 2023 |
EUR | - | - | - | 708 | 722 |
| 2% | ||||||
| Volker Rehrmann, EVP, Head of TOMRA Recycling Effective all period |
EUR | 726 | 966 | 859 | 961 | 887 |
| 33% | -11% | 12% | -8% | |||
| Michel Picandet, EVP, Head of TOMRA Food | ||||||
| Until May 21, 2023 | EUR | 662 | 804 | 709 | 738 | - |
| 21% | -12% | 4% | - | |||
| Thomas Risøy Johansen, EVP, Head of TOMRA Collection From June 1 - September 30, 2023 |
NOK | - | - | - | 1,224 | - |
| Stefan Ranstrand, President & CEO Until August 16, 2021 |
NOK | 12,285 | 14,445 | 2,100 | 1,229 | - |
| 18% | -85% | -41% |
The remunerations are calculated pro rata based on the actual service period in ELT.
The remuneration of the Board of Directors and its committees are proposed by the Nomination Committee and approved at the Annual General Meeting. The service period within the Board is from June to May, with fees paid out with 50% in advance and 50% at the end of the service period. The tables of remuneration on individual level will provide the actual payout of the financial year, that deviates from the service periods.
| Payroll component | Description | ||||||
|---|---|---|---|---|---|---|---|
| Board fees | The remuneration of the Board comprise a base fee fixed at three different levels: for the Chair, external board members and employee elected representatives. The Chair and external board members are obliged to reinvest 20% of the annual gross board fees in TOMRA shares. The obligation to reinvest does not apply when the total investment exceeds one year of board fees, where the board members have the right to sell off excessive shares. |
||||||
| Committee fees | Each Board member are representing a committee that have independent levels of compensation dependent on role and complexity. The Board fees to employee elected representatives include their work in the committees. |
| Base fees | 2023 | 2024 | % |
|---|---|---|---|
| Amounts in NOK | |||
| Chair of the Board | 1,071,000 | 1,178,000 | 10% |
| External Board Members | 563,500 | 620,000 | 10% |
| Employee elected Board members | 260,500 | 286,500 | 10% |
| Committee Fees | Audit Committee | Audit and Sustainability Committee |
Sustainability Committee |
Audit and Sustainability Committee |
Compensation & Organizational Development Committee |
Horizon Committee (new Committee in 2024) |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in NOK | 2023 | 2024 | % | 2023 | 2024 | % | 2023 | 2024 | % | 2024 |
| Chair of the Committee | 93,500 | 130,000 | 39% | 67,500 | 130,000 | 93% | 67,500 | 74,500 | 10% | 74,500 |
| External Committee Members | 62,500 | 95,000 | 52% | 41,500 | 95,000 | 129% | 41,500 | 46,000 | 11% | 46,000 |
| Remuneration to the Board members in NOK | Board Fees | Committee fees |
Board Fees | Committee fees |
||
|---|---|---|---|---|---|---|
| 2023 | 2023 | Total 2023 | 2024 | 2024 | Total 2024 | |
| Johan Hjertonsson, Chair of the Board / Chair of the Compensation & Organizational Development Committee / Chair of the Horizon Committee |
1,050,500 | 66,251 | 1,116,751 | 1,124,500 | 108,250 | 1,232,750 |
| Bodil Sonesson, Board member / Audit & Sustainability Committee | 552,557 | 66,250 | 618,807 | 591,750 | 81,250 | 673,000 |
| Hege Skryseth, Board member / Audit Committee until May, 2024 / Compensation & Organizational Development Committee from May, 2024 |
552,557 | 61,250 | 613,807 | 591,750 | 54,250 | 646,000 |
| Pierre Couderc, Board member / Chair of the Audit & Sustainability Committee | 552,557 | 91,750 | 644,307 | 591,750 | 111,750 | 703,500 |
| Erik Osmundsen, Board member / Audit & Sustainability Committee / Horizon Committee from May, 2024 | - | - | 310,000 | 70,500 | 380,500 | |
| Kjell Korneliussen, Employee elected / Compensation & Organizational Development Committee | 130,250 | - | 130,250 | 273,500 | - | 273,500 |
| Pauline Bergan ,Employee elected / Audit & Sustainability Committee | 130,250 | - | 130,250 | 273,500 | - | 273,500 |
| Edward Palm, Employee elected / Horizon Committee from September, 2024 | - | - | 47,750 | - | 47,750 | |
| Alexander Verlo, Employee elected / Sustainability Committee until September, 2024 | 130,250 | - | 130,250 | 225,750 | - | 225,750 |
| Bjørn Matre, Board member / Compensation & Organizational Development Committee until May, 2024 | 552,557 | 40,750 | 593,307 | 281,750 | 20,750 | 302,500 |
| David Williamson, Employee elected / Sustainability Committee until May, 2023 | 125,288 | - | 125,288 | - | - | |
| Gigi Portela, Employee elected / Sustainability Committee until May, 2023 | 125,288 | - | 125,288 | - | - | - |
| Total remuneration | 3 902,054 | 326,251 | 4 228,305 | 4,312,000 | 446,750 | 4,758,750 |
| NOK Thousands | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Johan Hjertonsson, Chair of the Board / Chair of the Compensation & Organizational Development Committee / Chair of the Horizon Committee |
- | - | 547 | 1,117 | 1,233 |
| Bodil Sonesson, Board member / Audit & Sustainability Committee | 560 | 574 | 593 | 619 | 673 |
| Hege Skryseth, Board member / Compensation & Organizational Development Committee | 544 | 558 | 583 | 614 | 646 |
| Pierre Couderc, Board member / Chair of the Audit & Sustainability Committee | 560 | 592 | 624 | 644 | 704 |
| Erik Osmundsen, Board member / Audit & Sustainability Committee / Horizon Committee from May, 2024 | - | - | - | - | 381 |
| Kjell Korneliussen, Employee elected / Compensation & Organizational Development Committee | - | - | - | 130 | 274 |
| Pauline Bergan, Employee elected / Audit & Sustainability Committee | - | - | - | 130 | 274 |
| Edward Palm, Employee elected / Horizon Committee from September, 2024 | - | - | - | - | 48 |
| Alexander Verlo, Employee elected / Sustainability Committee until September, 2024 | - | - | - | 130 | 226 |
| Bjørn Matre, Board member / Compensation & Organizational Development Committee until May, 2024 | 544 | 558 | 573 | 593 | 303 |
| David Williamson, Employee elected / Sustainability Committee until May, 2023 | 235 | 241 | 247 | 125 | - |
| Gigi Portela, Employee elected / Sustainability Committee until May, 2023 | - | - | 247 | 125 | - |
| Jan Svensson, Chair / Compensation & Organizational Development Committee until May, 2022 | 765 | 916 | 527 | - | - |
| Bente Traa, Employee elected until May, 2021 | 235 | 160 | - | - | - |
s long term strategy and stakeholders' interests, TOMRAs Senior Executives are obliged to reinvest 25% of the gross Long-term incentive bonus (LTIP) achieved in TOMRA shares. The shares need to be kept for at least three years.| Shareholder | At the beginning of the year |
Additions | Disposals | At the end of the year |
Market value NOK |
|---|---|---|---|---|---|
| Tove Andersen | 29,480 | 13,755 | - | 43,235 | 6,338,251 |
| Eva Sagemo | 6,628 | 2,467 | - | 9,095 | 1,333,327 |
| Harald Henriksen | 91,230 | 6,868 | - | 98,098 | 14,381,167 |
| Lars Kversøy Enge | 2,926 | 2,878 | - | 5,804 | 850,866 |
| Marius Fraurud | 6,173 | 2,756 | - | 8,929 | 1,308,991 |
| Stefan Schrahe | 4,200 | 4,184 | - | 8,384 | 1,229,094 |
| Volker Rehrmann | 33,104 | 8,721 | - | 41,825 | 6,131,545 |
| Shareholder | At the beginning of the year |
Additions | Disposals | At the end of the year |
Market value NOK |
|---|---|---|---|---|---|
| Johan Hjertonsson | 7,000 | 3,000 | - | 10,000 | 1,466,000 |
| Bodil Sonesson | 3,502 | 800 | - | 4,302 | 630,673 |
| Hege Skryseth | 4,673 | - | - | 4,673 | 685,062 |
| Pierre Couderc | 5,520 | - | 5,520 | 809,232 | |
| Erik Osmundsen | NA | 4,000 | - | 4,200 | 615,720 |
| Kjell Korneliussen | - | - | - | - | - |
| Pauline Bergan | 353 | - | - | 353 | 51,750 |
| Edward Palm | NA | - | - | 756 | 110,830 |
| Alexander Verlo | 830 | - | - | NA | NA |
| Bjørn Matre | 5,192 | - | - | NA | NA |
The Board of Directors has today considered and adopted the Remuneration Report of TOMRA Systems ASA for the financial year 2024.
The Remuneration Report is prepared in accordance with section 6-16b of the Norwegian Public Limited Liabilities Companies Act.
The Remuneration Report will be presented to the Annual General Meeting 6 May 2025.
Board of Directors Asker, 20 March 2025
Johan Hjertonsson Chair Pierre Couderc Board member Bodil Sonesson Board member Erik Osmundsen Board member Hege Skryseth Board member Pauline Bergan Employee elected Edward Palm Employee elected Kjell Korneliussen Employee elected Tove Andersen President & CEO

To the General Meeting of Tomra systems ASA
Independent auditor's assurance report on report on salary and other remuneration to directors
We have performed an assurance engagement to obtain reasonable assurance that Tomra systems ASA report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2024 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.
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.
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. We apply the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, and accordingly, maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
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 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.
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

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