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SP A/S : Remuneration Report 2025 for SP Group
SP A/S : Remuneration Report 2025 for SP
About this update from Sp Group A/s
Remuneration report 2025 Innovative solutions in plastics SP Group A/S Snavevej 6-10 DK-5471 Søndersø CVR no. 15 70 13 15 Contents Remuneration report 2025 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 Follow us Introduction The 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 Read more In case of any discrepancies, the Danish version shall prevail. Independent Auditor's Report on Remuneration Report To 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 information Revenue 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 2025 At 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 Directors The 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 Read more 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 Board The 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 2025 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 Read more 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 Short-term incentive programme 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 programme To 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 pay The 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 policy The 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 [email protected] CVR no.: 15 70 13 15