Remuneration

Guidelines for remuneration to senior executives

The Board of Directors proposes that the Annual General Meeting adopt the following guidelines for remuneration to senior executives. These guidelines apply to the CEO and other members of the executive management team and shall govern remuneration agreements entered into, and changes made to existing agreements, after the guidelines have been approved by the Annual General Meeting. The guidelines do not apply to remuneration decided by the general meeting.

Promotion of the Company’s business strategy, long-term interests, and sustainability

Titania is a rapidly growing real estate company focused on the Stockholm region. Its operations include project development, construction, and property management. Titania is active throughout the value chain, from early urban and project development stages to land acquisition, construction, leasing, and long-term management of properties. The company possesses expertise across all stages and has the capacity to execute large-scale urban development projects that contribute to increased social and economic sustainability.

For more information about the Company’s business strategy, visit www.titania.se/en/about-titania/our-operations/

Successful implementation of the Company’s strategy and the safeguarding of its long-term interests, including sustainability, require the ability to attract and retain qualified employees. To achieve this, the Company must offer competitive remuneration. These guidelines enable the Company to offer senior executives a competitive total compensation package.

Variable cash remuneration covered by these guidelines shall aim to promote the Company’s business strategy and long-term interests, including sustainability.

Forms of remuneration
Remuneration shall be market-based and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits, and other benefits. In addition, the general meeting may, independently of these guidelines, decide on share-based or share price-related remuneration.
Fulfillment of criteria for variable cash remuneration shall be measurable over a one-year period. Variable cash remuneration may amount to a maximum of 50 percent of the fixed annual cash salary.
For the CEO, pension benefits including health insurance shall be defined contribution. Variable cash remuneration shall not be pensionable. Pension premiums for defined contribution pensions shall not exceed 30 percent of the fixed annual cash salary. The same applies to other senior executives.
Other benefits may include, for example, life insurance, health insurance, and company car benefits. Premiums and other costs for such benefits may not exceed 10 percent of the fixed annual cash salary.
For employment relationships governed by regulations other than Swedish law, appropriate adjustments may be made to comply with mandatory rules or established local practice, while striving to fulfill the overall purpose of these guidelines.

Termination of employment
In the event of termination by the Company, the notice period may not exceed twelve months. Fixed cash salary during the notice period and severance pay may not exceed an amount equivalent to one year’s fixed cash salary for the CEO and other senior executives. In the event of resignation by the executive, the notice period may not exceed six months.
Additional compensation may be paid for non-compete undertakings. Such compensation shall offset potential loss of income and shall only be paid if the executive is not entitled to severance pay. It shall be based on the fixed cash salary at the time of termination and may amount to a maximum of 80 percent of the fixed cash salary, paid during the non-compete period, which shall not exceed 12 months after termination.

Criteria for variable cash remuneration
Variable cash remuneration shall be linked to predetermined and measurable criteria, which may be financial or non-financial, and may include individual quantitative or qualitative goals. The criteria shall be designed to promote the Company’s strategy and long-term interests, including sustainability, by aligning with the business strategy or supporting the executive’s long-term development.
Once the measurement period has ended, the extent to which the criteria have been met shall be assessed. The Remuneration Committee is responsible for this assessment. For financial targets, the assessment shall be based on the most recent financial information available to the Company.

Employee salary and employment conditions
In preparing these guidelines, the Board has considered employee salary and employment conditions by reviewing data on total compensation, its components, and trends over time. This information has served as a basis for evaluating the fairness of the guidelines and the limitations they impose. The development of the pay gap between senior executives and other employees will be presented in the remuneration report.

Decision-Making process
The Board has established a Remuneration Committee. Its duties include preparing the Board’s decisions on proposals for guidelines for remuneration to senior executives. The Board shall prepare new guidelines at least every four years and present them for approval at the Annual General Meeting. The guidelines shall remain in effect until new ones are adopted. The Remuneration Committee shall also monitor and evaluate variable remuneration programs for the executive management, the application of the guidelines, and the Company’s remuneration structures and levels. The members of the Remuneration Committee are independent in relation to the Company and its executive management. The CEO and other executives do not participate in Board discussions or decisions on remuneration matters that concern them.

Deviation from the guidelines
The Board may decide to temporarily deviate from the guidelines, in whole or in part, if there are special reasons in an individual case and such deviation is necessary to safeguard the Company’s long-term interests, including sustainability, or to ensure its financial viability. As stated above, the Remuneration Committee is responsible for preparing the Board’s decisions on remuneration matters, including decisions on deviations from the guidelines.

Remuneration and Other Benefits to the Board of Directors for the Financial Year 2024

The table below presents the remuneration and other benefits received by board members elected by the general meeting during the financial year 2024. All amounts are reported in thousands of Swedish kronor (TSEK).

Remuneration and Other Benefits to the Board of Directors for the Financial Year 2023

The table below presents the remuneration and other benefits received by board members elected by the general meeting during the financial year 2023. All amounts are reported in thousands of Swedish kronor (TSEK).