Vistin Pharma — Remuneration Information 2018

Apr 13, 2018

Vistin Pharma ASA

Statement regarding the determination of salary and other remuneration to Executive Management

According to the Norwegian Public Limited Companies Act (section 6-16a), the Board of Directors shall prepare a statement regarding the establishment of wages and other remuneration for the Chief Executive Officer and other senior management.

The Company's salary policy for the executive management – main principles

The purpose of the Company's remuneration policy is to attract and retain personnel with the competence that the Group requires with a view to achieve Vistin Pharma's goal of becoming a leading and a profitable producer of selected API's for the international pharmaceutical market and for the new energy trading business to be established. The general policy is to pay fixed salaries and pensions, while at the same time offering bonuses, or other types of remuneration, which aligns the interest of senior management and the shareholders of the Company.

The Company has a separate remuneration committee appointed by the Board of Directors. The present remuneration committee consists of Ole Enger (Chairman) and Ingrid Elvira Leisner. The CEO, and other representatives of the senior management, regularly participates in the remuneration committee's meetings.

The remuneration committee functions as an advisory body for the Board of Directors and its main duties and responsibilities are to:

(i) Review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the performance of the CEO in light of those goals and objectives and set the compensation level for the CEO based on this evaluation. In determining the long-term incentive component of the CEO compensation, if any, the Committee may consider the Company's performance and relative shareholder return, the value of similar incentive awards given to CEO's at comparable companies and the awards given to the CEO in past years.

(ii) Make recommendations to the Board with respect to incentive-compensation plans and equitybased plans.

(iii) Assist the Board in developing and evaluating potential candidates for executive positions, including the CEO, and oversee the development of executive succession plans.

(iv) Review and approve Senior Executive employment agreements, severance arrangements and change in control agreements and provisions when, and if, appropriate, as well as any special supplemental benefits.

(v) Review major organisational and staffing matters.

Further information on the function of the remuneration committee can be found in the instructions to the remuneration committee, included on the Company's website: www.vistin.com.

Salaries and other remuneration

Fixed salary

It is the Company's policy that salaries to the CEO and senior management primarily shall take the form of a fixed monthly salary, reflecting the level of the position and experience of the person concerned and the results achieved.

Bonuses

The Group has a system of annual performance-based bonuses for all employees. The maximum bonus payable to the CEO is 100% the annual salary. The maximum bonus payable to other members of the Executive Management team is between 20% - 50% of the annual salary, depending on individual employment contracts. The Board of Directors evaluates and determines annually the bonus system for Vistin Pharma, based on recommendations from the remuneration committee. The bonuses are linked to the achievement of certain targets for financial results, as well other performance targets, which are defined at the beginning of the financial year. The bonus targets shall reflect both short-term financial parameters, and operational and strategic performance targets that are expected to give a positive long-term financial effect. A separate bonus plan will be established for the new energy trading business, where 10% of the net profit before tax from this activity will be allocated to the employees of this activity.

Pension plan

Principally, pension plan shall be the same for senior management as what is generally agreed for other employees. The Group has a defined contribution plan for all employees. Under this plan the Group contributes 5.5% of the salary between 1G and 7.1G, and 15%, for the salary between 7.1G and 12G. The CEO has an additional "top-hat" to cover salary above 12G, as well as an early retirement plan from the age of 62.

Share based incentive plans

The Company does not currently have a share based incentive plan, but a share option plan related to the new energy trading business will be established provided the new business area is approved at the annual general meeting for 2018. Under this share option plan the two employees of the energy trading business will be granted a total of 1,705,492 share options at the commencement of their employment at a strike price of NOK 11.20. These employees will be allocated further share options equal to 10% of the number of new shares being issued in connection with share issues, which are settled in cash, but excluding those issued on exercise of share options to employees. The strike price will be equal to the subscription price in the share issue. The maximum amount of share options that can be issued is 4,000,000, including the initial grant. Share options granted may be exercised after two, three and four years after the date of the grant, in equal parts. Share options in additions to those listed above may be granted as part of any recruitment of potential additional employees for the energy trading business. Should such options be granted the strike price would be equal to the share price on the date of the grant.

Remuneration policy in the preceding financial year (2017)

The management remuneration policy in the preceding financial year has been conducted in accordance with the prevailing principles for 2018, with the exception of the items noted above.