Remuneration

The following principles for remuneration of senior executives were adopted by the 2024 Annual General Meeting:

• Trelleborg will offer market-based terms of employment that enable the company to recruit, develop and retain senior executives.
• The remuneration structure is to comprise fixed and variable remuneration (annual variable salary and long-term incentive programs), pension provisions and other remuneration, which together form the individual’s total remuneration package.
• Principles for remuneration may vary depending on local conditions.

Senior executives comprise the President and CEO as well as other members of Group Management. The principles are complemented by directives governing pensions and other benefits for senior executives. In 2024, total remuneration of Group Management amounted to SEK 82,609,000 (89,447,000), excluding pension premiums, and SEK 94,247,000 (100,268,000), including pension premiums.

President
During 2024, the President and CEO received a fixed salary and other remuneration. Pursuant to agreements, the President has the possibility of earning an annual variable remuneration. The annual variable remuneration has a fixed ceiling, which corresponds to a maximum of 70 percent of the fixed annual
salary. In 2024, the annual variable remuneration was based on financial targets and specific sustainability targets. The annual variable remuneration does not constitute pensionable income and does not form the basis for the calculation of vacation pay. For 2024, annual variable remuneration for the President was set at SEK 7,935,000 (6,441,000).

Pensionable age for the President is 65; however, both the company and the President have the right, without a special cause, to request an early retirement from the age of 60, with a mutual six-month notice of termination. Should the President enter into an early retirement, the employment agreement and the pension agreement will be null and void. The pension agreement is a defined-contribution scheme, and the premium comprises 45 percent of the fixed salary, including vacation pay. Pension premiums were paid in 2024 as shown in the adjacent table. For the President, a notice period of 24 months applies should termination of employment be initiated by the company. Should a termination of employment be initiated by the President, the notice period shall be six months.

Other senior executives
The principles for remuneration of other senior executives are based on a fixed and annual variable remuneration as well as certain benefits. The annual variable remuneration has a fixed ceiling accounting for a maximum of 50–70 percent of the fixed annual salary. In 2024, the annual variable remuneration was based on the metrics EBITA, operating
cash flow (OCF) and a specific sustainability target – CO₂ reduction.

For other senior executives, the entire pension plan was based on a defined-contribution model, whereby the pension premium varied between 10 and 35 percent of the fixed salary. For other Swedish senior executives, the maximum level of 35 percent in accordance with the policy was applied in 2024.

Certain senior executives have extended notice periods when a termination of employment is initiated by the company, normally 12, 18, or 24 months. Should a termination of employment be initiated by a senior executive, the notice period is six months. The President and other senior executives have also been entitled to other benefits, primarily a company car and medical expenses insurance.

Purpose
The long-term incentive programs shall be designed to contribute to Trelleborg’s business strategy and long-term interests including its sustainability. The purpose of programs is to strengthen Trelleborg Group’s ability to retain and recruit qualified senior executives, offer an internationally competitive remuneration and unite the interests of shareholders and affected executives by offering participants an opportunity to become significant shareholders in Trelleborg.

Target figures

The target values for the long-term incentive program include (i) an annual improvement of 10 percent in the Trelleborg Group’s earnings per share, and (ii) regarding the share-based incentive program introduced in 2024, a total improvement in earnings per share of 19 percent over three years. This target shall exclude the Group’s items affecting comparability and the impact of any share repurchase programs. For the 2018–2020 programs, the basis for the target figure was set as the outcome of earnings per share for 2017. This principle has remained unchanged for the rolling three-year programs that commenced thereafter. The 2022–2024 program has an outcome limited to 33.33 percent of the maximum annual variable remuneration per year in the program. The 2023–2025 and 2024–2026 programs have an outcome that is capped to a certain extent by the individual’s fixed salary.

Outcome and payment

The outcome of the programs is calculated (i) annually and accumulated over the respective three-year period, and (ii) regarding the share-based incentive program introduced in 2024, after the respective three-year period. Potential payments are made in the first quarter of the year after the program expires. Therefore, a payment will be made in the first quarter of 2025 for the program approved in 2022–2024. For the program approved for 2023–2025, payment will be made in the first quarter of 2026, and for the program approved for 2024–2026, payment will be made in the first quarter of 2027. These payments do not constitute pensionable income and do not form the basis of calculation of vacation payment.

In 2024, SEK 44,317,000 (54,717,000) was expensed as the targets were partly achieved.

Other incentive programs
The Group has no other ongoing incentive programs such as convertible debentures, warrant programs or similar at the present time.