SP Group A/S Snavevej 6-10
DK-5471 Søndersø CVR no. 15 70 13 15
Introduction
Introduction
Independent auditor's report on remuneration report
Consolidated financial information
Remuneration
Remuneration of the Board of Directors
Remuneration 2025
Remuneration of the Executive Board
7 Remuneration 2025
8 Short-term incentive programme
9 Long-term incentive programme
11 Repayment obligation (clawback)
11 Termination and severance pay
Derogation from the remuneration policy
Other
Comparative figures
Shareholdings of the Board of Directors and the Executive Board
Other relevant reports
Annual report 2025
Recommendations on Corporate Governance 2025
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IntroductionThe remuneration report provides an overview of the total remuneration granted to SP Group's Board of Directors and Executive Board in 2025
The remuneration report for 2024 was approved by the shareholders of SP Group at the
general meeting on 24 April 2025 without any comments.
The Board of Directors has today considered and approved the remuneration report for 2025.
The remuneration report provides an overview of the total remuneration granted to, received by or owed to each member of the Board of Directors and the Executive Board of SP Group A/S, company reg. (CVR) no. 15701315, for the 2025 financial year.
The information provided in this remuneration report for 2025 was derived from the audited annual reports of SP Group A/S for the 2021-2025 financial years.
The remuneration of the Board of Directors and the Executive Board has been granted in
accordance with SP Group's Remuneration Policy, which was approved at the annual general meeting held on 25 April 2024.
The overall objective of remuneration is:
to ensure that the interests of SP Group's Board of Directors and Executive Board are aligned with those of SP Group's shareholders;
to ensure that SP Group is able to attract, motivate and retain qualified members of the Board of Directors and the Executive Board; and
to ensure long-term sustainable value creation for the benefit of all SP Group's stakeholders.
Søndersø, 25 March 2026
Board of Directors
Hans Wilhelm Schur,
Chairman of the Board of Directors
Erik Preben Holm, Hans-Henrik Eriksen,
Deputy Chairman of the Board of Directors Member of the Board of Directors
Bente Overgaard, Marie Bakholdt Lund,
Member of the Board of Directors Member of the Board of Directors
SP Group's Remuneration Policy and annual reports are available at www.sp-group.com/investor
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In case of any discrepancies, the Danish version shall prevail.
Independent Auditor's Report on Remuneration ReportTo the Shareholders of SP Group A/S
We have examined whether the remuneration report for SP Group A/S for the financial year 1 January - 31 December 2025 contains the information required under section 139 b, subsection 3 of the Danish Companies Act.
We express reasonable assurance in our conclusion.
The Board of Directors' responsibility for the remuneration report
The Board of Directors is responsible for the preparation of the remuneration report in accordance with section 139 b, subsection 3 of the Danish Companies Act. The Board of Directors is also responsible for the internal control that the Board of Directors deems necessary to prepare the remuneration report without material misstatement, regardless of whether this is due to fraud or error.
Auditor's independence and quality management
We have complied with the independence requirements and other ethical requirements in the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code),
which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour and ethical requirements applicable in Denmark.
Our firm applies International Standard on Quality Management 1, ISQM 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Auditor's responsibility
Our responsibility is to express a conclusion on the remuneration report based on our examinations. We conducted our examinations in accordance with ISAE 3000 (revised),
Assurance Engagements Other than Audits or Reviews of Historical Financial Information and the additional requirements applicable in Denmark to obtain reasonable assurance in respect of our conclusion.
As part of our examination, we checked whether the remuneration report contains the information required under section 139 b, subsection 3 of the Danish Companies Act, number 1 - 6, on the remuneration of each individual member of the Executive Board and the Board of Directors.
We believe that the procedures performed provide a sufficient basis for our conclusion. Our examinations have not included procedures to verify the accuracy and completeness of the information
provided in the remuneration report, and therefore we do not express any conclusion in this regard.
Conclusion
In our opinion the remuneration report, in all material respects, contains the information required under the Danish Companies Act, section 139 b, subsection 3.
Hellerup, 25 March 2026
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR No 33 77 12 31
Michael Groth Hansen Lasse Berg
State Authorised State Authorised Public Accountant Public Accountant mne33228 mne35811
Consolidated financial informationRevenue DKKm | EBITDA DKKm | EBIT DKKm | EBT DKKm | |||||
+0.9% | +1.1% | +3.1% | +0.1% | |||||
2,922 2,948 | 589 | 595 | 386 | 398 | 345 345 |
478
423
441
241
296
269
258
269
201
2,481 2,656 2,606
2021 2022 2023 2024 2025 2021 2022 2023 2024 2025
2021 2022 2023 2024 2025
2021 2022 2023 2024 2025
Income statement | |||||
Revenue | 2,948 | 2,922 | 2,606 | 2,656 | 2,481 |
Profit before depreciation and amortisation (EBITDA) | 595 | 589 | 441 | 478 | 423 |
Profit before net financials (EBIT) | 398 | 386 | 241 | 296 | 269 |
Profit before tax (EBT) | 345 | 345 | 201 | 269 | 258 |
DKKm
2025
2024
2023
2022
2021
Remuneration 2025At the annual general meeting held on 24 April 2025, the Board of Direc-tors' proposal for remuneration for the 2025 financial year was approved. The remuneration was changed from 2024 to 2025:
DKK 700,000 for the chairman of the Board of Directors
DKK 450,000 for the deputy chairman of the Board of Directors
DKK 350,000 for other members of the Board of Directors
The chairman of the Audit Committee receives a separate fee of DKK 100,000 in addition to the board fee.
Remuneration of the Board of Directors for the 2025 financial year
DKK'000
Name and position
Base fee
Committee
Total
fee remuneration
Remuneration of the Board of DirectorsThe remuneration of the members of the Board of Directors is reviewed annually by the Board of Directors in accordance with the Remuneration Policy and based on a benchmark against relevant Danish and international peers
All members of the Board of Directors receive a fixed annual base fee, which is determined in accordance with the Remuneration Policy and approved by the general meeting.
Members of the Board of Directors are not eligible for participation in any incentive programme. This ensures that the Board of Directors is independent of short-term financial
results and focuses on the Company's longterm strategic value creation and sustainability.
Hans Wilhelm Schur, | |||
Chairman of the Board of Directors | 700 | 0 | 700 |
Erik Preben Holm, | |||
Deputy Chairman of | |||
the Board of Directors | 450 | 0 | 450 |
Hans-Henrik Eriksen, | |||
Board Member | 350 | 100 | 450 |
Bente Overgaard, | |||
Board Member | 350 | 0 | 350 |
Marie Bakholdt Lund, | |||
Board Member | 350 | 0 | 350 |
Total, 2025 | 2,200 | 100 | 2,300 |
The chairman of the Board of Directors, the deputy chairman of the Board of Directors and the chairman of the Audit Committee receive a supplement to the base fee for their additional duties.
For a full description of SP Group's Board of Directors, please visit www.sp-group.com
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If a member of the Board of Directors takes on specific ad hoc tasks, such member may receive an ad hoc fee for the work carried out. There were no ad hoc tasks in 2025.
Reasonable expenses incurred in relation to board or committee meetings may be reimbursed by the Company.
Remuneration of the Executive BoardThe remuneration of the members of the Executive Board is determined annually by the Board of Directors in accordance with the Remuneration Policy and based on a benchmark against relevant Danish and international peers
The total remuneration may consist of the following fixed and variable components:
a fixed base salary
usual non-monetary benefits, company-paid car, etc.
an annual short-term incentive programme consisting of a cash bonus
an annual long-term share-based incentive programme consisting of warrants
Remuneration of the Executive Board for the 2025 financial year
DKK'000
Other group
The total remuneration of the Executive Board for 2025 amounted to DKK 11.8 million, against DKK 14.3 million for the
previous year.
Name and position
Base salary
companies Bonus for 2025
Transaction
bonus
Share of fixed
Company- Share-based Total and variable paid car remuneration remuneration remuneration
The members of the Executive Board pay their pension contributions themselves.
The combination of a fixed base salary and short- and long-term incentive programmes is
For a full description of SP Group's Executive Board, please visit www.sp-group.com
Readmore
aimed at supporting the Company's strategy and promoting efforts to generate strong financial results in the short term and sustainable value creation for the benefit of the Company's stakeholders in the long term.
Lars Bering, CEO | 3,240 | 0 | 184 | 1,000 | 118 | 191 | 4,733 | 71% / 29% |
Søren Ulstrup, EVP | 1,140 | 1,860 | 160 | 900 | 0 | 191 | 4,251 | 71% / 29% |
Tilde Kejlhof, CFO | 2,400 | 0 | 137 | 0 | 118 | 191 | 2,846 | 88% / 12% |
Total, 2025 | 6,780 | 1,860 | 481 | 1,900 | 236 | 573 | 11,830 |
As part of the variable remuneration, members of the Executive Board may receive an annual cash bonus of up to 50% of their fixed salaries.
The bonus is based on KPIs to be set annually by the Board of Directors.
The KPIs are linked to the Company's financial performance; however, the Board of Directors may supplement the financial performance KPIs by such non-financial KPIs as the Board of Directors deems relevant to support the achievement of the Company's strategy. For 2025, the Board of Directors has set KPIs for organic growth, operating profit (EBT) and carbon reductions.
Bonus is usually paid to the members of the Executive Board in the second quarter of the new financial year when the annual report has been approved at the annual general meeting.
Executive Board bonus for the 2025 financial year
DKK'000
Name and position KPI Weighting of KPI Target Realised % DKK
Transaction bonus | 1,000 | ||||
Lars Bering, | Organic growth in revenue | 45% | DKKbn 2.9-3.2 | 16% | 117 |
CEO | EBT | 45% | DKKm 340-410 | 7% | 52 |
Carbon reduction | 10% | 10% reduction | 1% | 15 | |
Total | 1,184 | ||||
Transaction bonus | 900 | ||||
Organic growth in revenue | 45% | DKKbn 2.9-3.2 | 16% | 102 | |
Søren Ulstrup, EVP | EBT | 45% | DKKm 340-410 | 7% | 45 |
Carbon reduction | 10% | 10% reduction | 1% | 13 | |
Total | 1,060 | ||||
Organic growth in revenue | 45% | DKKbn 2.9-3.2 | 16% | 87 | |
Tilde Kejlhof, CFO | EBT Carbon reduction | 45% 10% | DKKm 340-410 10% reduction | 7% 1% | 39 11 |
Total | 137 | ||||
A bonus can only be earned if EBT exceeds DKK 340 million.
Long-term incentive programmeTo ensure retention and a direct correlation with the long-term value creation benefiting shareholders and stakeholders, the Board of Directors has established a long-term incentive programme for the Executive Board consisting of warrants.
Each member of the Executive Board is eligible for an annual grant of warrants with a value
at the time of grant of up to six months' base salary.
The warrants have a term of six years and are exercisable after three years. The term of six years ensures that members of the Executive Board are incentivised to create not only short-term results but also long-term results for the Company.
To the extent possible, warrants granted are covered by the Company's holding of treasury shares or, alternatively, by issuance of new shares.
In 2025, the Board of Directors granted 53,000 warrants to the Executive Board and other
executives and senior employees of the Group. Of these, Lars Bering, Søren Ulstrup and Tilde Kejlhof each received 4,000 warrants. The remaining warrants were allocated among 36 executives and senior employees. The 2025 grant was made on the basis of the authorisation granted to the Board of Directors at the annual general meeting held on 25 April 2024.
Warrants granted under the programme may be exercised to subscribe for shares in the
Company during the period from 1 April 2028 to 31 March 2031, always provided that warrants can only be exercised during the first two weeks of a trading window in which the Company's
in-house rules allow Management to trade in the Company's shares.
The exercise price has been fixed at DKK
340.00 per share of nominally DKK 2 plus 7.5% p.a., calculated from 1 April 2025, and until the warrants are exercised. The exercise price has been fixed based on market conditions on 28 March 2025. Any unexercised warrants expire without cash settlement. The warrants vest on a continuous basis over the period.
Long-term incentive programme, cont.
Warrants granted are expected to have a value of DKK 47.74 each for an aggregate market
Warrants
No. of warrants at
value of DKK 2,530,104. The market value of the warrants was calculated using the Black- | Name and position | No. of warrants at 1 January 2025 | Granted | Cancelled | 31 December Value, 2025 | outstanding warrants |
Scholes model with volatility of 35.6% calcu- lated on the basis of the price of the Company's | ||||||
shares during the past 12 months, a level of | ||||||
interest rates of 1.91%, a share price of DKK | ||||||
309.5 (closing price at 28 March 2025) and | ||||||
based on the assumption that the warrants are | ||||||
exercised in April 2028. Allowance is made for | ||||||
any dividend payments made during the period. | ||||||
Lars Bering, CEO | |||||
Grant in 2021 | 7,500 | 0 | 0 | 7,500 | 438,300 |
Grant in 2022 | 7,500 | 0 | 0 | 7,500 | 321,300 |
Grant in 2023 | 7,500 | 0 | 0 | 7,500 | 296,925 |
Grant in 2024 | 7,500 | 0 | 0 | 7,500 | 229,575 |
Grant in 2025 | 0 | 4,000 | 0 | 4,000 | 190,960 |
Total | 30,000 | 4,000 | 0 | 34,000 | 1,477,060 |
Søren Ulstrup, EVP | |||||
Grant in 2021 | 7,500 | 0 | 0 | 7,500 | 438,300 |
Grant in 2022 | 7,500 | 0 | 0 | 7,500 | 321,300 |
Grant in 2023 | 7,500 | 0 | 0 | 7,500 | 296,925 |
Grant in 2024 | 7,500 | 0 | 0 | 7,500 | 229,575 |
Grant in 2025 | 0 | 4,000 | 0 | 4,000 | 190,960 |
Total | 30,000 | 4,000 | 0 | 34,000 | 1,477,060 |
Tilde Kejlhof, CFO* Grant in 2025 | 0 | 4,000 | 0 | 4,000 | 190,960 |
Total | 0 | 4,000 | 0 | 4,000 | 190,960 |
* Appointed to the Executive Board on 1 September 2024. Warrants were granted prior to appointment to the Executive Board, amounting to 20,000 warrants at year-end 2024.
Repayment obligation (clawbacfi)In exceptional cases, the Company has the right to demand full or partial repayment (clawback) of remuneration paid or granted under both the short-term and the longterm incentive programmes. This may happen where it is established that remuneration was paid based on data which have proven to be misstated or if a member of the Executive Board has acted grossly negligently or fraudulently.
In the 2025 financial year, no variable remuneration was reclaimed.
Termination and severance payThe members of the Executive Board may terminate their employment with SP Group giving six months' notice.
In connection with future appointments, the Board of Directors cannot agree a notice of termination in excess of 24 months and the Executive Board cannot agree a notice of termination in excess of
12 months. As a main rule, the service agreements of the members of the Executive Board are not time limited.
If the employment relationship of a member of the Executive Board is terminated by SP Group, the Company has no obligation to make any special severance payment.
In the event a member of the Executive Board dies, the Company may pay post-service salary to his/ her spouse and children under the age of 24 for a period of up to six months; however, such period will not exceed the period of notice if the employment relationship was terminated prior to the member's death.
Derogation from the remuneration policyThe Board of Directors may in special circumstances derogate from SP Group's Remuneration Policy if any part of the policy no longer drives business performance, the achievement of the Company's strategy or motivation and retention of employees.
There was no derogation from the Remuneration Policy in 2025.
Comparative figures
Changes in the remuneration of the Board of Directors and the Executive Board from 2021 to 2025 are summarised in the table and compared with the parent company
The remuneration of the Board of Directors changed from 2024 to 2025. The change in Executive Board remuneration from 2023 to 2024 includes bonus payments for both 2023 and 2024. In preceding years, the bonus relates to the prior year.
Changes in remuneration of the Board of Directors
DKK'000
Name and position 2021 2022 2023 2024 2025
Hans Wilhelm Schur, | |||||
Chairman of the Board of Directors | 600 | 600 | 600 | 600 | 700 |
Percentage change | 33% | 0% | 0% | 0% | 17% |
Erik Preben Holm, | |||||
Deputy Chairman of the Board of Directors | 350 | 350 | 350 | 350 | 450 |
Percentage change | 27% | 0% | 0% | 0% | 29% |
Hans-Henrik Eriksen, | |||||
Board Member | 350 | 350 | 350 | 350 | 450 |
Percentage change | 27% | 0% | 0% | 0% | 29% |
Bente Overgaard, | |||||
Board Member | 300 | 300 | 300 | 300 | 350 |
Percentage change | 33% | 0% | 0% | 0% | 17% |
Marie Bakholdt Lund,* | |||||
Board Member | - | - | 300 | 300 | 350 |
Percentage change | - | - | - | 0% | 17% |
* The fee for 2023 has been annualised.
Changes in remuneration of the Executive Board
DKK'000
Name and position 2021 2022 2023 2024 2025
Lars Bering, CEO Percentage change | 2,781 19% | 3,181 14% | 3,438 8% | 4,893 42% | 4,733 -3% |
Søren Ulstrup, | |||||
EVP | 2,777 | 3,184 | 3,497 | 4,747 | 4,251 |
Percentage change | 17% | 15% | 10% | 36% | -10% |
Tilde Kejlhof,* | |||||
CFO | - | - | - | 3,117 | 2,846 |
Percentage change | - | - | - | -9% |
* The fee for 2024 has been annualised.
Change in parent company
DKK'000 2021 2022 2023 2024 2025
Percentage change, profit before tax | 69% | 11% | 23% | 24% | 13% |
Percentage change, average | |||||
remuneration | -4% | 0% | 6% | 12% | -3% |
Shareholdings of the Board of Directors and the Executive Board
The number of SP Group shares held by members of the Board of Directors, members of the Executive Board or their related parties
Name and position Private Own company
Related parties
Holding at year-end
2025 % of capital
Board of Directors | |||||
Hans Wilhelm Schur, | |||||
Chairman of the Board of Directors | 0 | 0 | 2,166,403 | 2,166,403 | 17.4% |
Erik Preben Holm, | |||||
Deputy Chairman of the Board of Directors | 64,160 | 21,114 | 0 | 85,274 | 0.7% |
Hans-Henrik Eriksen, | |||||
Board Member | 17,500 | 4,279 | 0 | 21,779 | 0.2% |
Bente Overgaard, | |||||
Board Member | 6,465 | 2,323 | 113 | 8,901 | 0.1% |
Marie Bakholdt Lund, | |||||
Board Member | 0 | 0 | 0 | 0 | 0.0% |
Executive Board | |||||
Lars Bering, CEO | 16,725 | 0 | 5,405 | 22,130 | 0.2% |
Søren Ulstrup, EVP | 24,831 | 175,094 | 0 | 199,925 | 1.6% |
Tilde Kejlhof, | |||||
CFO (until 5 January 2026) | 6,500 | 0 | 0 | 6,500 | 0.1% |
Total | 136,181 | 202,810 | 2,171,921 | 2,510,912 | 20.2% |
Design and production by Noted
SP Group A/S
Snavevej 6-10
DK-5471 Søndersø
Tel: +45 70 23 23 79
https://www.sp-group.com info@sp-group.dk
CVR no.: 15 70 13 15