Munters : Guidelines for Remuneration of Senior Executives

About this update from Munters Group Ab

‌Proposal regarding guidelines for the remuneration of senior executives (item 19) The main changes to the existing guidelines proposed by the board of directors relate only to updates of the examples of financial criteria that long-term variable cash salary may be linked to. The Board of Directors proposes that the 2026 annual general meeting resolve on guidelines for the remuneration of senior executives to be in force until further notice, pursuant to the following. The group of executives encompassed by the guidelines comprises the CEO and other members of the Group Management. The guidelines also encompass any remuneration to board members, other than board fees. The guidelines shall apply to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the 2025 annual general meeting. The guidelines do not apply to any remuneration resolved by the general meeting. The guidelines' promotion of the company's business strategy, long-term interests and sustainability Munters business strategy is to be a global leader in energy-efficient and sustainable climate solutions. Our solutions enable energy efficient production processes with reduced carbon dioxide emissions for our customers. Using innovative technologies, Munters ensures the optimal climate for mission-critical industrial applications and processes by providing energy-efficient climate control solutions, including air treatment, cooling, dehumidification, and related services such as installation, maintenance, and digital monitoring systems. The largest segments include industry, data centers, food, pharmaceuticals, and agriculture, where precise temperature and humidity control are essential for efficiency, sustainability, and operational performance. Munters conducts operations in three business areas. AirTech is a global leader in energy-efficient air treatment solutions, providing climate control technologies that ensure optimal humidity levels for industrial applications. FoodTech is a leading provider of advanced software and control systems designed to optimize climate management and operational efficiency across the entire food production value chain, including livestock farming and greenhouses. Data Center Technologies is a leading provider of advanced climate cooling solutions, offering a wide range of energy-efficient technologies such as air handling, evaporative cooling, and heat rejection. These solutions help different data center operators achieve sustainable and reliable operations. For further information regarding Munters business strategy, see Munters website ( https://www.munters.com/en-us/about-us/our-strategy/ ). A prerequisite for the successful implementation of Munters business strategy and safeguarding of the company's long-term interests, including its sustainability, as well as delivery on the ambitions the company has, is that the company is able to recruit and retain qualified personnel. In order to do so, Munters must be able to offer a competitive total remuneration based on market terms, which these guidelines enable. Variable cash remuneration covered by these guidelines shall aim to promote the company's business strategy and long-term interests, including its sustainability. Types of remuneration, etc. The remuneration shall be on market terms and may consist of the following components: fixed annual cash salary, variable cash salary, pension and other benefits. Additionally, the general meeting may - irrespective of these guidelines - resolve on, for example, share and share price-related remuneration. Fixed cash salary The fixed cash salary shall reflect the demands and responsibility that the position entails as well as individual performance. The fixed cash salary shall be revised annually. Variable cash salary Variable cash salary may consist of annual variable cash salary and / or long-term variable cash salary. The annual variable cash salary shall be maximized to 60 per cent of the fixed annual cash salary for the CEO and 50 per cent of the fixed annual cash salary for the other members of the Group Management. The satisfaction of criteria for awarding variable cash salary shall be measured over a period of one year. The annual variable cash salary shall be linked to predetermined and measurable financial criteria, such as adjusted operating earnings and working capital. By linking the remuneration of the senior executives to the company's earnings and financing of its operating activities, the criteria promote the implementation of the company's business strategy and long-term interests, including its sustainability. Furthermore, the criteria for variable cash salary shall be designed so that they do not encourage excessive risk taking. With the exception of what is stated below regarding members of the Group Management who are business area presidents, the long-term variable cash salary shall be awarded after one, two, and three years, respectively, and shall be maximized to a total of 150 per cent of the annual fixed cash salary for the CEO, and 60 per cent of the annual fixed cash salary for other members of the Group Management, distributed pro-rata over the three years. The satisfaction of criteria for pay out of long-term variable cash salary shall be measured during a one-, two- and three-year period, respectively, before pay out. Such long-term variable cash salary shall be linked to predetermined and measurable financial criteria (weighting 70 per cent) and non-financial criteria (weighting 30 per cent). The financial criteria may consist of, for example, adjusted operating earnings and net sales and the non-financial criteria may consist of, for example, weighted sustainability goals (such as annual reduction of direct (Scope 1) and indirect (Scope 2) emissions measured in tonnes of carbon dioxide or indirect emissions per unit sold (Scope 3, Category 11) measured in tonnes of carbon dioxide, annual percentage of women leaders who have been appointed within the group, and annual service growth). In addition, members of the Group Management who are business area presidents may be entitled to additional long-term variable cash salary that shall be maximized to 10 per cent of the annual fixed cash salary and be linked to a predetermined and measurable financial criterion for the relevant business area. The financial criterion may consist of, for example, adjusted operating earnings or annual recurring revenue, and may be different for each business area. The satisfaction of criterion for pay out of such long-term variable cash salary shall be measured during a three-year period before pay out. By linking the remuneration of the senior executives to the company's earnings, financing of day-to-day operations, and sustainability, the criteria promote the implementation of the company's business strategy and long-term interests, including its sustainability. The criteria for long-term variable cash salary shall be designed so that they do not encourage excessive risk-taking. A certain part of the net amount after tax of paid out long-term variable cash salary is expected to be invested in Munters shares, according to the share ownership policy which the Board of Directors has adopted. The entire net amount after tax is expected to be invested in Munters shares until the holding in value corresponds to 200 per cent of the gross annual fixed cash salary for the CEO and 100 per cent of the gross annual fixed cash salary for other members of the Group Management. When such a holding has been achieved, half of the net amount after tax is expected to be invested in Munters shares. To which extent the criteria for awarding variable cash salary have been satisfied shall be evaluated when the measurement period has ended. The Board of Directors is responsible for the evaluation so far as it concerns variable cash salary to the CEO. The Remuneration Committee is responsible for the evaluation so far as it concerns variable cash salary to other members of the Group Management. For financial objectives, the evaluation shall be based on the latest financial information made public by the company. Terms and conditions for both annual variable cash salary and long-term variable cash salary shall be designed so that the Board of Directors, if exceptional economic circumstances prevail, has the option of limiting or refraining from payment if such a measure is considered reasonable. Additional variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual's ordinary tasks. Such remuneration may not exceed an amount corresponding to 50 per cent of the fixed annual cash salary and shall not be paid more than once per year and per individual. Resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee. Pension For the CEO, pension benefits, including health insurance, shall be defined contribution. Variable cash salary shall not qualify for pension benefits. Pension contributions for defined contribution pension shall amount to not more than 35 per cent of the fixed annual cash salary. For other members of the Group Management, pension benefits, including health insurance, shall be defined contribution unless the executive concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash salary shall qualify for pension benefits to the extent required by mandatory collective agreement provisions applicable to the executive. Pension contributions for defined contribution pension shall amount to not more than 35 per cent of the fixed annual cash salary. Other benefits and compensation Other compensation may consist of other benefits that are customary and in line with market terms, such as medical insurance, life insurance and company cars, which shall not constitute a significant part of the total remuneration. Such benefits may amount to not more than 10 per cent of the fixed annual cash salary. For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines. Consultancy fee to board members In specific cases, and for a limited time, Munters board members elected by the general meeting may be able to be remunerated for services within their respective areas of expertise, which does not constitute board work. For these services (including services performed by a board member wholly-owned company), a fee on market terms can be paid, provided that such services contribute to the implementation of Munters business strategy and safeguarding of Munters long-term interests, including its sustainability. Such consultancy fee may, for each board member, in no case exceed one year's board fee. Termination of employment Fixed cash salary during the notice period and severance pay, as well as remuneration for any non-compete restrictions, shall in total not exceed an amount corresponding to the fixed cash salary for two years for the CEO and 18 months for other members of the Group Management. Severance pay shall not be paid if notice of termination of employment is made by the CEO and other members of the Group Management. The notice period between the company and the CEO, and other members of the Group Management, shall not exceed 6 months. Remuneration for any non-compete restrictions shall compensate for any loss of income and shall only be paid for such period as the former executive does not have the right to severance pay. The remuneration shall amount to not more than 60 per cent of the fixed annual cash salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions, and shall be payable during the period subject to the non-compete restriction, which shall not exceed 12 months after termination of employment. Salary and employment conditions for employees In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the company and the group's Swedish operations have been taken into account by including information on the employees' total remuneration, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee's and the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. In the company, i.e. in Munters Group AB, there are only eight employees (and all are senior executives). Preparation and decision-making process The Board of Directors has established a Remuneration Committee. The committee's tasks include, among other things, preparing the Board of Directors' decision to propose guidelines for remuneration to senior executives. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit the proposal to the annual general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the Group Management, the application of the guidelines for remuneration to senior executives as well as the current remuneration structures and compensation levels in the company. The CEO and other members of the Group Management do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. Remuneration to the CEO is prepared by the Remuneration Committee and decided by the Board of Directors. Remuneration to other members of the Group Management is prepared by the CEO and decided by the Remuneration Committee. Derogation from the guidelines The Board of Directors may temporarily resolve to derogate from the guidelines resolved by the general meeting, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability. As stated above, the Remuneration Committee's tasks include preparing the Board of Directors' resolutions in remuneration-related matters, which includes preparing any resolutions to derogate from the guidelines. Munters Group AB (publ) The Board of Directors

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