Remuneration

Principles for Remuneration

The following principles for remuneration of senior executives were adopted by the 2024 Annual General Meeting:

A prerequisite for the successful implementation of Trelleborg’s strategy is that the company is able to recruit, develop and retain qualified senior executives.
To this end Trelleborg offers market aligned remuneration, and these principles enable the company to offer senior executives competitive total remuneration packages.

The remuneration structure is to comprise fixed and variable remuneration, pension benefits and other benefits, which together form the individual’s total remuneration package

*Fixed remuneration* Annual Base Salary (ABS)	*Benefits* Pension Other Benefits
*Variable* *remuneration* Short-Term Incentive Programs (STI)	Long-Term Incentive Programs (LTI)

Application of these principles varies depending on local legislation and local market conditions.

Remuneration may consist of fixed salary - often referred to as Annual Base Salary (ABS), variable remuneration in Short-Term Incentive programs (STI) and Long-Term Incentive programs (LTI), pension benefits and other benefits. The variable remuneration is to be linked to predetermined and measurable criteria of a financial or non-financial nature. They may also be individualized, quantitative or qualitative objectives. The criteria are to be designed so that they contribute to Trelleborg’s business strategy and long-term interests, including its sustainability strategy. In 2024 the STI was based on the metrics EBITA, operating cash flow (OCF) and a specific sustainability target – CO₂ reduction. The STI does not constitute pensionable income and does not form the basis for the calculation of vacation pay.

An individual’s remuneration shall be based on overall performance, competence, experience and potential as well as requirements in position. The criteria for awarding variable remuneration is to be measured over one year (STI) or several years (LTI). Both the STI and the LTI programs may amount to not more than 100 percent of the fixed salary during the measurement period. As a complement to the ordinary LTI cash program, within the overall frame of 100% of the fixed salary, Trelleborg introduced 2024 a Performance Share Program for Group Management. A criteria is that the participants makes a private investment of 10 percent in Trelleborg shares of his/her annual fixed gross salary.

The LTI programs are designed to contribute to Trelleborg’s business strategy and long-term interests including its sustainability. The purpose and objective with the programs is to:

unite the interests of shareholders and affected executives by offering participants an opportunity to become significant shareholders in Trelleborg,
strengthen Trelleborg Group’s ability to retain and recruit qualified senior executives,
offer an internationally competitive remuneration and
incentivize senior executives to hold Trelleborg shares up to a minimum level of one annual fixed gross salary.

The performance criteria for the LTI programs include (i) an annual improvement of 10 percent in the Trelleborg Group’s earnings per share, and (ii) regarding the share-based incentive program introduced in 2024, a total improvement in earnings per share of 33 percent over three years.

Pension plans and health benefits are to be defined contribution schemes. A comprehensive package may include also medical & health insurance and various wellbeing programs, parental leave, etc. Trelleborg applies benefit programs that complements what laws and labor agreements provide on a local basis.

The Principles for Remuneration of Senior executives applies directly to the Group Management, including the President and CEO, as well as other members of Business Areas Management Teams. The principles are complemented by directives governing pensions and other benefits for senior executives. In 2024, total remuneration of Group Management, including the President and CEO amounted to SEK 82,609,000 (89,447,000), excluding pension premiums, and SEK 94,247,000 (100,268,000), including pension premiums.

The President and CEO
During 2024, the President received a fixed salary and other fixed remuneration of in total SEK 14,025,000. Pursuant to agreements, the President has the possibility of earning a Short-Term Incentive. The STI has a fixed ceiling, which corresponds to a maximum of 70 percent of the annual fixed salary. For 2024, annual variable salary remuneration for the President was set at SEK 7,935,000 (6,441,000).

Pensionable age for the President is 65; however, both the company and the President have the right, without a special cause, to request an early retirement from the age of 60, with a mutual six-month notice of termination. The pension agreement is a defined-contribution scheme, and the premium comprises 45 percent of the fixed salary, including vacation pay. For the President, a notice period of 24 months applies should termination of employment be initiated by the company. Should a termination of employment be initiated by the President, the notice period shall be six months.

Other senior executives

The STI for other senior executives has a fixed ceiling accounting for a maximum of 35–70 percent of the fixed annual salary.

For other senior executive the premiums for defined contribution pension are to amount to not more than 35 percent of the fixed salary.

Certain senior executives have extended notice periods when a termination of employment is initiated by the company, normally 12, 18, or 24 months. Should a termination of employment be initiated by a senior executive, the notice period is six months. The President and other senior executives have also been entitled to other benefits, primarily a company car and medical expenses insurance.

Principles for remuneration of senior executives

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Long-term incentive program

Since 2005, the Board of Directors has annually resolved on a long-term incentive program for the President and for senior executives considered to have a significant influence on the Trelleborg Group’s earnings per share. These programs are rolling on three years at the time. The Board determines annually whether to introduce new programs and, if so, the scope, objective, and participants. The long-term incentive programs have been a cash-based supplement to the annual variable salaries, provided that the executive is still employed and has not given notice before the program has ended and payment has been made. As a complement to the ordinary LTI cash programs, within the overall frame of 100% of the fixed salary, a long-term performance share program was introduced for Group Management in 2024. This program requires a private investment in the Trelleborg share of 10 percent of the participant’s fixed annual gross salary.

Purpose
The long-term incentive programs shall be designed to contribute to Trelleborg’s business strategy and long-term interests including its sustainability. The purpose and objective with of the programs is to:

unite the interests of shareholders and affected executives by offering participants an opportunity to become significant shareholders in Trelleborg,
strengthen Trelleborg Group’s ability to retain and recruit qualified senior executives,
offer an internationally competitive remuneration and
incentivize senior executives to hold Trelleborg shares up to a minimum level of one annual fixed gross salary

Performance criteria

The performance criteria for the long-term incentive program include (i) an annual improvement of 10 percent in the Trelleborg Group’s earnings per share, and (ii) regarding the share-based incentive program introduced in 2024, a total improvement in earnings per share of 33 percent over three years. This criteria shall exclude the Group’s items affecting comparability and the impact of any share repurchase programs. For the 2018–2020 programs, the basis for the criteria was set as the outcome of earnings per share for 2017. This principle has remained unchanged for the rolling three-year programs that commenced thereafter.

Outcome and payment

The outcome of the programs is calculated (i) annually and accumulated over the respective three-year period, and (ii) regarding the share-based incentive program introduced in 2024, after the respective three-year period. Potential payments or delivery of performance shares are made in the first quarter of the year after the program expires. Therefore, a payment or delivery of performance shares will be made in the first quarter of 2026 for the program approved for 2023–2025. For the programs approved for 2024–2026, payment or delivery of performance shares will be made in the first quarter of 2027 and for the programs approved for 2025–2027, payment or delivery of performance shares will be made in the first quarter of 2028. These payments or delivery of shares do not constitute pensionable income and do not form the basis of calculation of vacation payment. The LTI cash programs have an outcome that is capped to a certain extent by the individual’s fixed salary. The Performance share programs have an outcome that is capped at 3 times the number of shares invested and allocated to the program by the individual. In total these outcomes may amount to not more than 100% of the individuals fixed annual salary.

In 2024, SEK 44,317,000 (54,717,000) was expensed as the targets were partly achieved.

Other incentive programs
The Group has no other ongoing incentive programs such as convertible debentures, warrant programs or similar at the present time.

Remuneration to the Group Management 2024

KSEK		Fixed salary	Annual variable salary	Long Term Incentive program ¹⁾	Other Benefits	Extraordinary items²⁾	Total	Pension	Total including pension
President	2024	13,740	7,935	7,754	285	-	29,714	6,031	35,745
	2023	12,738	6,441	8,474	228	12,106	39,987	5,583	45,570
Group Management, others (6 persons) ³⁾	2024	25,199	14,059	12,202	1,435	-	52,895	5,607	58,502
Group Management, others (5 persons)	2023	23,244	7,967	15,435	1,420	1,394	49,460	5,238	54,698
Total	2024	38,939	21,994	19,956	1,720	-	82,609	11,638	94,247
Total	2023	35,982	14,408	23,909	1,648	13,500	89,447	10,821	100,268

¹⁾ Expensed in 2024. Payment is made in the first quarter, 2025 to 2027, on condition that the individual is employed in the Group on December 31 of the preceding year. As of 2024 and onwards, included share-based incentive programs.

²⁾ Refers to extraordinary remuneration related to the divestment of the tire operation.

³⁾ Remuneration to Linda Muroski, President of Trelleborg Medical Solutions, is included for the period April 1 to December 31, 2024. Remuneration to Jürgen Bosch, President of Trelleborg Sealing Solutions, is included for the period April 1 to December 31, 2024, Compensation to Peter Hahn, President of Trelleborg Sealing Solutions until March 31, 2024, is included for the period January 1 to March 31, 2024.

Remuneration report 2024

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Remuneration to the Board of Directors 2024

			2024*
KSEK	Board	Committee	Total
Johan Malmquist	2,150	275	2,425
Gunilla Fransson	725	405	1,130
Monica Gimre	725	180	905
Henrik Lange	725	280	1,005
Peter Nilsson	-	-	-
Anne Mette Olesen	725	100	825
Jan Ståhlberg	725	280	1,005
Jimmy Faltin	-	-	-
Lars Pettersson	-	-	-
Maria Eriksson	-	-	-
Magnus Olofsson	-	-	-

*Remuneration to the Board for the May 2024–April 2025 period. The fees paid to the members of the Board of Directors elected by the Annual General Meeting are approved by the Annual General Meeting based on the proposals of the Nomination Committee. For the 2024 calendar year, remuneration was paid as per Note 10. No consulting fees were paid to the Board members. Remuneration is not paid to executive Board members. Remuneration excludes travel allowances.

Questions & answers

Why and how is share ownership encouraged for members of Trelleborg's Management Team?

Share ownership in the company creates a stronger connection between the company's long-term goals and the private interests of the management team, which in turn contributes to increased shareholder value.

The Board has decided on a policy with an explicit expectation that members of the Group Management, each within a reasonable timeframe, should achieve share ownership in Trelleborg's shares equivalent to one annual fixed gross salary. This is supported by a share-related incentive program for the CEO and Group Management, which requires a private investment of 10 percent of their annual fixed gross salary.