Guidelines for remuneration to the CEO and other senior executives

The Board proposes that the Annual General Meeting resolves on the following guidelines for remuneration to the CEO and senior executives, to apply until not later than the Annual General Meeting regarding the fiscal year 2027/28.

The guidelines apply for the President and CEO of Dustin as well as members of the Executive Management, who report directly to the CEO. The guidelines do not cover compensation decided on by a general meeting of shareholders, such as directors' fees or share-based incentive programs.

The guidelines shall be applied for remuneration that is agreed upon, and changes made to already agreed upon remuneration, after the guidelines have been adopted by the Annual General Meeting. The guidelines steer the decisions made by the Board's Remuneration Committee with respect to senior executives who report directly to the CEO and by the Board in its entirety with respect to the CEO.

The guidelines promotion of Dustin's business strategy and long-term interests

The vision of Dustin is to help the customer to stay in the forefront. Dustin lives up to this vision through providing the right IT solution to the right costumer and user. At the right time and at the right price. Therefore, Dustin's promise to its customer is – "We keep things moving." Dustin’s strategy focuses on achieving profitable and long-term growth at the same time as we take a leading role toward a more sustainable IT industry. The strategy has four pillars: growth, margin, sustainability and capital efficiency. We have a strong position online and increasingly broad portfolio of products, services and solutions. In combination with favorable market trends, this means we are well positioned for continued profitable growth. Dustin is convinced that a sustainability work at the forefront, with a clear circular mindset, is not solely necessary - it also creates business opportunities. Dustin's vision, strategy and goals in different respects are more closely presented on the Company's website www.dustingroup.com.

A prerequisite for a successful implementation of Dustin's business strategy and safeguarding of Dustin's long-term interests, including its sustainability, is that Dustin's ability to recruit and retain qualified personnel with relevant competence remains. To this end, it is essential that Dustin offers competitive total remuneration.

Dustin has implemented long-term share-related incentive programs. They have been adopted and set by the Annual General Meeting and are therefore not covered in these guidelines. For the same reason the long-term share-related incentive program proposed by the Board and submitted to the Annual General Meeting 2023/24 for approval is excluded. The programs include the CEO, other senior executives and key persons. The incentive programs adopted by the Annual General Meeting are conditional upon the participant’s own investment and holding periods of several years. The programs require and are conditional upon the participant's own investment in warrants or synthetic options and a certain holding period of three years. For further information on Dustin’s incentive programs,  please visit www.dustingroup.com

Variable cash remuneration covered by these guidelines shall aim at promoting Dustin's business strategy and long-term interests, including sustainability.

Types of remuneration

Dustin shall offer remuneration that is in line with market terms and is based on factors such as the importance of the work duties, the executives' competence, experience and performance. The remuneration may consist of a fixed base salary, short-term variable remuneration, pension benefits, insurance and other benefits. In addition, a general meeting of shareholders can - and independent of these guidelines - decide on for instance share-based and share price - related remuneration.

Fixed base salary

Fixed base salary constitutes remuneration for a committed work contribution at a high professional level that ultimately aims to create value-added for Dustin's customers, shareholders and employees. Fixed based salary shall be attractive in comparison to the market and be based on the executive's competence, experience and performance. The salaries shall be reviewed yearly. Senior executives shall not receive fees for board assignments in the Dustin Group's subsidiaries.

Variable remuneration

In addition to the fixed base salary, variable remuneration may be payable. Variable remuneration shall be based on measurable criteria that are formulated to promote the Company's business strategy and long-term interests, including sustainability. The criteria shall be adopted yearly by the remuneration committee and the Board of Directors. Variable remuneration shall be based on the achievement of financial targets for the Dustin Group and business area, such as profit, financial efficiency, sales and ESG (environment, social & governance) as well as non-financial achievements related to i.e. culture. Not less than 70 percent of the evaluation will be based on financial measurements. The measurement period is both yearly and quarterly and the remuneration shall be dependent on the position and can amount to a maximum of 100 percent of the fixed base salary for the measurement period.

Additional variable remuneration may be payable for extraordinary circumstances, provided that such extraordinary arrangements are only made at the individual level for the purpose of recruiting or retaining executives, or as remuneration for an extraordinary work contribution on top of the persons normal work duties. Such remuneration may not exceed an amount corresponding to 50 percent of his or her fixed annual salary and may not be awarded more than once a year per individual. Decisions on such remuneration shall be made by the Board of Directors following preparation by the Remuneration Committee.

When the measurement period for fulfillment of the criteria for payment of variable cash remuneration has ended, it shall be assessed and determined to what extent the criteria have been met. In the annual evaluation the Remuneration Committee - or the Board, where

applicable - can adjust the targets and/or the remuneration for both positive and negative extraordinary event, reorganizations and structural changes.

The Board of Directors have the possibility to in accordance with law or agreements claim that variable remuneration that has been awarded based on inaccurate grounds shall be fully or partly repaid.

Pension and other benefits

The pension benefits of the CEO, including health insurance, shall be in accordance with a defined contribution solution. Variable remuneration shall not be pensionable. Pension premiums for the defined contribution pensions shall amount to a maximum of 30 percent of the fixed annual salary. The pension benefits, including health insurance, for other senior executives shall be in accordance with a defined contribution solution. Variable remuneration shall be pensionable to the extent stipulated by mandatory clauses in union agreements that are applicable to the executive. Pension premiums for the defined contribution pension shall amount to a maximum of 30 percent of the fixed annual salary. Externally recruited senior executives (except for a new CEO) shall have a defined contribution pension plan in accordance with ITP 1.

Other benefits shall be if limited scope and may include, for example, disability, life and health insurance, and a car, travel and housing benefit. Such benefits may amount to a maximum of 10 percent of the fixed salary. For senior executives who are stationed in another country than their homeland may additional remuneration and other benefits be awarded to a reasonable extent with account taken to the specific circumstances associated with such stationing abroad.

Regarding employments that are governed by other rules than Swedish rules may, with respect to pension benefits and other benefits, due adaptations be done in order to comply with such mandatory rules and local practice. However, the general purpose of these guidelines shall be catered to.

Cessation of employment

For notice of termination served by the employer, the notice period may be a maximum of twelve months. Fixed based salary during the notice period and severance pay may together not exceed an amount corresponding to two years' fixed salary. For notice given by a senior executive, the notice period may be a maximum of six months, without any right to severance pay. In addition, remuneration may be payable for any non-compete obligation. Such payment shall compensate the executive for possible loss of income and shall only be made during the period that the executive lacks a right to severance pay. The monthly remuneration for a noncompete obligation shall amount to a maximum of 80 percent of the average monthly income for the twelve months preceding the end of employment. The remuneration shall be payable during the time that the non-compete obligation applies, which shall be a maximum of twelve months after the end of employment.

Salary and terms of employment for employees

In the preparation and drafting of the Board's proposal of these remuneration guidelines salary and terms of employment for Dustin's employees have been considered. Information on the employees' total remuneration, remuneration components and the increase in remuneration and rate of growth over time has made up part of the Remuneration Committee's and the Board's decision-making documentation in their evaluation of the fairness of the guidelines and the limitations that emanate from these.

Decision-making process for adopting, reviewing and implementing the guidelines

The Board of Directors has established a Remuneration Committee. The committee's duties include conducting preparatory work for the Board's decisions on proposed guidelines for remuneration of senior executives, remuneration and other terms of employment for this group. The Board shall draw a proposal for new guidelines at least every four years and submit the proposal for decision by the general meeting.

The guidelines shall apply until new guidelines have been adopted by a general meeting of shareholders. The Remuneration Committee shall also monitor and evaluate ongoing programs and programs concluded during the year for variable remuneration for members of the executive committee, application of guidelines for remuneration of senior executives, and applicable remuneration structures and remuneration levels at Dustin. The members of the Remuneration Committee are independent in relation to Dustin and the executive committee. In the Board's handling of and decision on remuneration-related matters, the CEO or other members of the executive committee are not present to the extent they are the subject of the matter at hand.

Deviations from the guidelines

The Board of Directors may decide to temporarily depart from the guidelines entirely or partly if in a specific case there are special reasons for doing so and a departure is necessary to safeguard the Dustin Group's long-term interests, including sustainability, or to safeguard the Group's financial soundness. As stated above, it is part of the Remuneration Committee's duties to conduct preparatory work for the Board's decision on remuneration related matters, which also includes decision to depart from the guidelines.

Description of significant changes in the guidelines and how the shareholders' view are considered

The proposed guidelines submitted to the Annual General Meeting 2023/24 entail a clarifications in accordance with new strategy. No significant changes in relation to the Company's existing guidelines are proposed. The Company has not received any views from the shareholders.