Remuneration

Investors

Remuneration

The key principles of Nightingale’s remuneration are transparency, market-orientation, and remuneration based on good performance of both the individual employee and the company. Nightingale’s remuneration principles apply to the entire personnel.

The objective of Nightingale’s management remuneration is to encourage and reward the management for work that is in line with Nightingale’s strategy at a given time and for compliance with the set rules, as well as to motivate them to strive for the success of Nightingale.

Nightingale will present the company’s remuneration policy to the Annual General Meeting to be held in 2021.

Remuneration of the Board of Directors

Decisions concerning the remuneration of the Board are made by the General Meeting for a single term of office at a time based on a proposal of the Board.

The remuneration of the Board can consist of one or more components. The members of the Board can, for instance, be paid an annual or a monthly fee as well as a meeting fee for board meetings or committee and governing body meetings.

The members of the Board may be compensated for travelling expenses and/or other costs directly incurred by the board work. The compensation paid to the Chairman of the Board may be higher than the fees paid to other members of the Board.

The members of Nightingale’s Board are not eligible for short-term incentive plans based on their position as a member of the Board.

No annual remuneration and meeting fees were paid to the members of the Board of Directors for the financial years ended 30 June 2018, 30 June 2019 and 30 June 2020. The Extraordinary General Meeting held on 18 February 2021, resolved that each member of the Board of Directors be paid a remuneration of EUR 2,000 a month.

Existing incentive programs of the Board of Directors are described in the Prospectus published on 8 March 2021 on pages 73-74, 106 and 114.

Remuneration of CEO

The remuneration of the CEO and the terms applicable to the service contract of the CEO are prepared by the Board. The service contract is approved by the Board.

The remuneration of the CEO consists of a monthly salary, employee benefits, and performance-based incentive program. The remuneration of the CEO may include supplementary pension arrangement and severance payment. The company currently offers the statutory pension cover to the CEO.

The incentive programs consist of a long-term share-based incentive plan and a short-term performance bonus plan based on reaching targets set by the Board.

The CEO’s existing long-term incentive program is described in the Prospectus published on 8 March 2021 on page 114.

The CEO’s contract may be terminated by the CEO with four (4) months’ notice and by the company with 0–2 months’ notice, and the contract includes non-competition, non-recruitment and non-solicitation obligations that remain in force for 24 months from the date the company gives the termination notice to the CEO. If the CEO’s contract is terminated by the company, the company shall pay the CEO a severance payment corresponding to the CEO’s salary for 24 months. The CEO’s contract will automatically expire without any notice period when the CEO reaches the applicable minimum age for retirement.

The salaries, remuneration and other benefits (excluding pension expenses and other incidental expenses) of the CEO totaled EUR 213,000 during the financial year ended 30 June 2020. The monthly salary of the company’s CEO has increased by EUR 2,000 as from 1 February 2021.

Remuneration of the Management Team

The CEO determines the salary, remuneration and other benefits of Nightingale’s Management Team. The remuneration of the members of the Management Team is based on a total remuneration, which may among other things include both variable and fixed components of remuneration as well as personnel benefits.

Existing Key Management Incentive Program is described in the Prospectus published on 8 March 2021 on page 114.

A notice period between 1-3 months applies to the members of the Management Team.

The salaries, remuneration and other benefits (excluding pension expenses and other incidental expenses) of the Management Team (excluding the CEO) totaled EUR 354,000 during the financial year ended 30 June 2020. There have been no material changes to the remuneration of the members of the management team after 30 June 2020. Three new members have started in the company’s management team after 30 June 2020.

Incentive programs

Nightingale has established option programs as incentive programs for personnel of the company, covering employees of the company and its group companies and other key persons. The company’s Board of Directors has outlined that future option programs of the company must be tied to an increase in the company’s value.

Nightingale has a long-term incentive plan “2021 Board, the CEO and Key Management Incentive Program”, in which the vesting of options is determined based on the company’s market value. The incentive plan has no time-based vesting rights. The Board of Directors may link the stock options to three vesting events at the Board’s discretion as follows:

  • 1/3 of the total number of stock options subject to authorisation must be linked to the vesting event when the company’s market value is between EUR 500 million and EUR 1,500 million;
  • 1/3 of the total number of stock options subject to authorisation must be linked to the vesting event when the company’s market value is between EUR 1,500 million and EUR 3,000 million; and
  • 1/3 of the total number of stock options subject to authorisation must be linked to the vesting event when the company’s market value is between EUR 3,000 million and EUR 5,000 million.

Long-term incentive plan “2021 Board, the CEO and Key Management Incentive Program” is described in more detail on page 114 of the Prospectus published on 8 March 2021.

All options under the “2021 Board, the CEO and Key Management Incentive Program” entitle the option holder to subscribe for Series B shares at a subscription price that amounts to the closing price of the share issue date or if new stock options are given prior to the First North Listing, the subscription price shall amount to the subscription price of the offer shares. The purpose of the option program is to bind the option holders to the economic growth of the company and to the development of the company’s share value as well as to create a long-term relationship between the company and the option holders, which benefits the company both economically and operationally.

Nightingale has issued shares and other equity securities that have been given to employee shareholders based on the fact that they will continue to carry out work for the benefit of the company and aim to increase the value of the company and to realise said value increase.

Nightingale operates a bonus scheme, whereby employees of the company have an opportunity to receive an annual operational salary bonus for achieving set targets corresponding to one to three months’ salary. The targets and bonus size are decided at the discretion of the Board of Directors. The CEO and members of the Management Team are eligible to participate in the bonus scheme.