Compensation Committee and Remuneration

Compensation Committee

The board has decided not to delegate any responsibilities to sub-committees such as Audit committee and Compensation committee. Hence the board in its entirety has the full responsibility for such matters.

System of variable remuneration

A description of the company’s system of variable remuneration to the Executive Management, and of each outstanding share and share-pricerelated incentive scheme per 31 December 2022 can be found in note 9 in the Annual Report 2022. Information on outstanding share and share-pricerelated incentive schemes per December 31 2022 can also be found right below.

Outstanding share and share-pricerelated incentive schemes

The company had, per December 31 2022, the following oustanding share and share-pricerelated incentive schemes:

– In Q2 2021, an incentive scheme for senior executives was adopted that comprises a maximum of 17,789,489 stock options at a subscription price equal to 120 per cent of the average volume weighted closing price of Anoto Group’s shares on Nasdaq Stockholm for each trading day during the period from 8 June 2021 up to and including 29 June 2021. The maximum number of stock options to be allocated to the CEO (Perry Ha) is 6,469,745 and to each of the other senior executive is between 200,000 and 4,313,163. The vesting period for the issued options are as follows: one third of the options will become exercisable one year after the date of grant of the options. Thereafter, the remaining two thirds of the options vest on a pro rata basis, with 1/24 per month, until all options have vested. All options can be exercised three years after the date of grant of the options. The stock options can be exercised to purchase common stock in the Company no later than on the fifth anniversary from the date of grant of the options minus one day, after which any outstanding options lapse. Perry Ha, resigned in December 2021 and the Board has granted him 2,156,581 options and cancelled all other options. Perry’s options vested on March 5, 2022 and will expire three years from the date of vesting. As of 31 December 2022, there were 5,556,581 options outstanding.

– In Q2 2022, an incentive scheme for senior executives was adopted that comprises a maximum of 14,000,000 stock options at a subscription price equal to 120 per cent of the average volume weighted closing price of Anoto Group’s shares on Nasdaq Stockholm for each trading day during the period from 20 June 2022 up to and including 4 July 2022. The maximum number of stock options to be allocated to the CEO (Joonhee Won) and Chairman of the Board (Jorgen Durban) is 7,000,000 each. The vesting period for the issued options are as follows: the options vest on a pro rata basis, with 1/36 per month, until all options have vested. All options can be exercised three years after the date of grant of the options. The stock options can be exercised to purchase common stock in the Company no later than on the fifth anniversary from the date of grant of the options minus one day, after which any outstanding options lapse. As of 31 December 2022, there were 14,000,000 options outstanding.

Guidelines for executive remuneration

For more information on executive remuneration, see Guidelines for the Remuneration of Senior Executives, adopted by the Annual General Meeting, to Apply until the Annual General Meeting of 2024.