Webstep : Remuneration Report 2023

Remuneration report 2023

Webstep ASA

Background & object

Under Section 6-16 b of the Public Liability Companies Act, the Board of Webstep ASA is required to prepare an annual report that provides an complete overview of the remuneration disbursed and due to executive personnel covered by the guidelines defined in Section 6-16a.

The report meets the requirements set out in the regulations on guidelines for and reporting of remuneration of executive personnel ("Forskrift om retningslinjer og rapport om godtgjørelse for ledende personer").

The object of the report is to ensure transparency in Webstep's remuneration policy and the actual remuneration of executive management, to confirm compliance with the guidelines on the determination of salaries and other remuneration.

Company performance

Webstep reported consolidated revenues in 2023 of NOK 1,000.0 million from NOK 888.4 million in 2022. Consolidated EBIT for 2023 amounted to NOK 18.5 million from NOK 54.6 million in 2022.

EBIT for 2023 was affected by one-off costs at NOK 35.0 million, related to impairment of goodwill for Webstep Sweden at NOK 25.0 million and severance package for downsizing non-billable FTEs and CEO transition, total at NOK 10.0 million. EBIT adjusted for these costs are NOK 53.5 million for the year. A cost reduction programme was implemented in the fourth quarter of 2023, and the Company have focus on margin improvement going forward.

Remuneration policy

The main principle for the Company's remuneration policy is that the executive management shall be offered competitive terms when their total remuneration package is taken into account. Such package may consist of elements such as base-salary, bonus, share and option schemes, benefits in kind and pension arrangements. The Company shall seek to offer a remuneration level that is considered competitive and on market terms, compared to the level offered by its peers, and which seeks to satisfy the Company's need to recruit and keep highly qualified personnel in the executive management.

The current guidelines have been prepared in accordance with the provisions of section 6-16a of the Norwegian Public Limited Companies Act, approved 4 May 2023 at the Annual General Meeting.

The executive management receives base salary, contribution in kind, pension, and other benefits.

The executive management also may be offered Company's shares and options to shares as a part of the total remuneration package.

The board of directors has established a remuneration committee. Chair of the board Kjell Magne Leirgulen serves as chair of the committee and Bendik Nicolai Blindheim serve as member. The remuneration committee functions as an advisory body to the board of directors, with the purpose of ensuring a thorough and independent preparation of matters regarding remuneration to the Company's executive management.

Application of the Remuneration

Policy 2023

Webstep ASA has applied the remuneration policy throughout 2023 as approved at the General Meeting 4 May 2023.

Remuneration of the Board of Directors

The board of Directors are elected by the shareholders at the General Meeting.

The board consisted of six members per 31 December 2023, in addition, three employee-elected observers participate in the board.

Compensation to board members is not performance-related.Participation in the various board committees also gives compensation. Compensation to the Board is determined by the Annual General Meeting. The accrued cost for 2023 and 2022 is based on the decision made by the Annual General Meetings, and paid in arrears.

Remuneration to board members and nomination committee

Fixed remuneration

Base salary:

The fixed salary paid to the Senior Executives shall constitute the main part of their total remuneration. For Senior Executives also having performance-based bonus, the base salary constitutes approximately

70-80% of the total amount of base salary and performance-based bonus. When determining the fixed salary the Senior Executive's position, experience and performance, the competitiveness in the market and the Group's salary budget must be considered. The fixed salary may be adjusted annually.

Contribution in kind:

Senior Executives may be offered contribution in kind as a part of their remuneration, such as coverage of phone and phone expenses, private broadband, company health services, insurances, car allowance, housing allowance and coverage of travel expenses.

Pension scheme:

Senior Executives participates in the Group's defined contribution pension scheme in accordance with mandatory law.

Car allowance:

Senior Executives may be offered car allowance as part of their remuneration.

Variable pay

The executive management may be offered performance-based bonuses in addition to their fixed remuneration. Such performance-based bonus shall be agreed on an individual basis if applicable.

The criteria for any performance-based bonus shall be determined by the board of directors and shall be linked to measurable factors, such as the achievement of pre-determined KPIs. The Company's CEO performance-based profit may constitute up to 50% and shall be determined by the board of directors.

Performance-based bonus for department managers is linked to the following KPIs:

• EBIT compared to budget/forecast
• Operating revenue compared to budget/forecast
• Number of employees compared to budget/forecast

The executive management, and other managers as decided by the board of directors, are included in Websteps Long-term incentive program approved at the Annual General Meeting 2019.

Remuneration of the Executive Management

Other benefits consists of e.g. health insurance plans, car allowance, telephone/mobile communication, share-options (NOK 1.2 million in 2022) and housing allowance.

Base salary is grossed up to 12 months where necessary.

Extraordinary post is related to severance pay.

(1) Save Asmervik Bonus for financial year 2022, paid in first quarter 2023, are included in the variable pay 2022

(2) Kjetil Bakke Eriksen, interim CEO from November 2023 has received compensation through Eriksen's company Suelo AS. Compensation per 31 December 2023 was TNOK 431 exclusive VAT.

1. Save Asmervik Bonus for financial year 2022, paid in first quarter 2023, are included in the variable pay 2022
2. Kjetil Bakke Eriksen, interim CEO from November 2023 has received compensation through Eriksen's company Suelo AS. Compensation per 31 December 2023 was TNOK 431 exclusive VAT.

Pay Mix for the Executive Management 2023

The diagram below shows the composition of the remuneration of members of the Executive Management by category: Fixed remuneration, variable pay, other benefits.

(*) Remuneration is exclusive extraordinary costs with regard to severance pay paid in 2024