The annual shareholders’ meeting 2025 resolved to adopt the following guidelines for remuneration to executive management.

Scope of the guidelines

These guidelines relate to remuneration and other terms of employment for the persons who, during the time the guidelines apply, are members of Röko AB (publ)'s group management, hereinafter collectively referred to as "executive management". The guidelines shall apply to remuneration agreed, and changes made to remuneration already agreed, after the guidelines have been adopted by the annual shareholders’ meeting 2025 and apply from the time the company's shares of class B are listed on Nasdaq Stockholm. The guidelines do not apply to remuneration resolved by the shareholders’ meeting.

For any employment relationships governed by rules other than Swedish, due adjustments may be made to comply with such mandatory rules or established local practice, taking into account, as far as possible, the overall purpose of these guidelines.

The guidelines' promotion of the company's business strategy, long-term interests and sustainability

Röko's business idea is to acquire and develop market-leading niche businesses that operate sustainably and have the potential to deliver sustainable earnings growth and good cash flows. Röko has a clear business strategy focusing on results, simplicity and decentralization. Röko's overall goal is to increase earnings per share every year, which has been achieved through both organic growth and acquisitions.

Successful implementation of the company's business strategy and the safeguarding of Röko's long-term interests and continued growth requires that the company can recruit and retain qualified employees. This requires that the company can offer competitive remuneration.

These guidelines enable executive management to be offered a competitive total remuneration. Variable cash remuneration covered by these guidelines shall aim to promote the company's business strategy and long-term interests, including its sustainability.

Forms of remuneration, etc.

For each of the members of the executive management, an annual target remuneration level is set which should be in line with the market.

The remuneration for the members of the executive management, in order to reach the target remuneration level, shall consist of fixed remuneration and variable remuneration.

Fixed remuneration may consist of the following components: fixed cash salary (basic salary), pension benefits and other benefits.

Within the framework of these guidelines, the CEO and executive management may alternate remuneration within fixed remuneration between the different components of fixed cash salary, pension benefits and other benefits.

Fixed cash salary (basic salary)

The fixed cash salary, the basic salary, shall be based on the individual's responsibilities, authority, skills and experience.

Pension and other benefits

Pension rights for the CEO and the members of the executive management shall apply from the age of 65 at the earliest. For the CEO, an amount corresponding to a maximum of 30 percent of the annual basic salary may be allocated to endowment, pension, life and health insurance. Other members of the executive management are entitled to pension benefits of up to 30 percent of their annual basic salary. Pension agreements are concluded in accordance with the local rules applicable in the country where the member of the executive management resides. All pension benefits are defined contribution and vested, i.e. not conditional on future employment in Röko.

Other benefits, such as a company car, additional health insurance or occupational health care, may be provided. The total value of these benefits shall constitute a minor part of the fixed remuneration and shall be exchanged within the total fixed remuneration.

Variable remuneration and criteria for awarding variable cash remuneration etc.

Variable cash remuneration shall not be paid to the CEO. For the other members of the executive management, variable cash remuneration may be paid and shall be based on individually set targets. The CEO is responsible for the assessment of variable cash remuneration for other executives.

Variable cash remuneration covered by these guidelines shall aim to promote the company's business strategy and long-term interests, including its sustainability. The split between fixed and variable remuneration shall be proportionate to the responsibilities and authority of the executive.

The variable remuneration shall be linked to predetermined and measurable criteria designed to promote the company's long-term value creation. The fulfillment of criteria for the payment of variable cash remuneration shall be measurable over a period of one year. At the end of the measurement period for the fulfillment of the criteria for payment of variable cash remuneration, the extent to which the criteria have been fulfilled shall be assessed.

Executive management shall, after completion of the IPO, undertake to acquire shares in the company for 50 percent of the variable cash remuneration paid, after deduction of income tax paid by the company, and not to dispose of the shares acquired thereby for a period of at least three years from the date of acquisition, provided that the person in question is employed during the full three-year period.

Termination of employment

In the event of termination by the CEO, a notice period of six months shall apply. In the event of termination by the company, the notice period shall not exceed 18 months.

In the event of termination of members of the executive management by the company, a maximum notice period of 12 months applies. The right to salary and other benefits is maintained during the notice period. Basic salary during the notice period and severance pay shall not exceed an amount corresponding to the basic salary for two years. The severance pay shall not be offset against other income.

Salary and conditions of employment for employees

In preparing the Board of Directors proposal for these remuneration guidelines, salary and employment conditions for the company's employees have been taken into account by including information on the employees' total remuneration, the components of the remuneration and the increase and growth rate over time as part of the remuneration committee's and the Board of Directors basis for decision when evaluating the reasonableness of the guidelines and the limitations that follow from them.

The decision-making process for setting, reviewing and implementing the guidelines

The Board of Directors has established a remuneration committee. The committee's tasks include preparing the Board of Directors’ resolution on proposal for guidelines for remuneration to executive management. The Board of Directors shall prepare proposals for new guidelines when the need for significant changes to the guidelines arises, but at least every four years, and present the proposal for resolution at the annual shareholders’ meeting. The guidelines shall apply until new guidelines are adopted by the shareholders’ meeting.

The remuneration committee shall also monitor and evaluate variable remuneration programs for the executive management, the application of the guidelines for remuneration for the executive management and the current remuneration structures and levels in the company.

The members of the remuneration committee are independent of the company and its executive management. The CEO and other members of the executive management are not present when the Board of Directors considers and resolves on remuneration-related matters, insofar as they are affected by such matters.

Deviation from the guidelines

The Board of Directors may temporarily resolve to deviate from the guidelines, in whole or in part, if there are special reasons for this in an individual case and a deviation is necessary to serve the company's long-term interests or to ensure the company's financial viability. As stated above, the remuneration committee's tasks include preparing the Board of Directors' resolutions on remuneration issues, including resolutions on deviations from the guidelines.