Reward Policy

B2HOLDING GROUP - REWARD POLICY 

The Board of Directors’ statement relating to the guidelines for salary and other remunerations to the Chief Executive Officer and the other senior executives as approved by the Annual General Meeting on 24 May 2019

1 PURPOSE

B2Holding ASA’s reward policy is a management tool that shall contribute to Group profit and
increased shareholder value and to attract, retain and develop qualified people with the right
managerial and professional competencies. This reward policy applies to the Chief Executive
Officer of B2Holding ASA (the "CEO"), the Managers in B2Holding ASA and the Directly
Reporting Business Units Managers.

“Managers in B2Holding ASA” means managers employed by B2Holding ASA who report
directly to the CEO, and the "Directly Reporting Business Units Managers" means managers
employed by other group companies and who report directly to the CEO.
"Management" means the CEO, Managers in B2Holding ASA and the Directly Reporting
Business Units Managers and a "Manager" shall mean a member of the Management.

2 REWARD STRATEGY

The fundamental principle in B2Holding´s determination of salary and other remuneration for
the Management is that the terms are to be competitive with terms in positions with similar
responsibility, workload and complexity in the local markets. B2Holding ASA and its
subsidiaries (the "Group") will adapt to the local market practices to the extent the Group find
expedient.

3 REWARD SYSTEM

All positions relevant for this policy shall be objectively evaluated and given a job grade. The
rating of each unique position is determined from the level of accountability, the level of
problem-solving, and the know-how requirements in the role.
For each job grade, there is a salary band. The midpoint for each salary band is determined
regularly, per country, with reference to the external market and the Group’s remuneration
strategy. Each salary band will have a maximum and a minimum pay level, which is +/- 30 %
from the midpoint.

4 REWARD 

Reward includes all the instruments the organization and its managers have at hand, and
utilize to encourage and reward performance. Monetary reward includes:

   a. Base Salary
   b. Benefits - e.g. Pension Scheme, Personnel Insurances, Car Scheme, etc.
   c. Annual Bonus – Short Term Incentive
   d. Share Options – Long Term Incentive

5 DETERMINING BASE SALARY

The base salary will be determined based on the following criteria’s: Job level, Local
competition, Salary band for the job, Performance level, Budget and guidelines for annual
salary review.

Determining annual base salary movements - the following criteria will apply: Performance
level, Present position in salary band, Budget and guidelines for annual salary review.

Expatriates are subject to tailor-made arrangements.

6 DETERMINING BENEFITS

Benefits will be related to local market standards and job level.

7 DETERMINING ANNUAL BONUS

   a. All Managers subject to this reward policy are eligible for an annual bonus subject to
       achievement of an agreed set of targets. Performance level related to the set of targets
       will be the criterion determining the size of the annual bonus. The target structure will
       comprise Group targets, Business Unit targets and individual targets when appropriate.

       A target level expressed in % of base salary will be defined for each Manager.
       Determination of the target will be based on local market standard for each individual
       managerial position.

       The Board of Directors of B2Holding ASA (the "BoD") will set the target bonus level for
       the CEO. The BoD will furthermore decide the target bonus level for the other Managers
       following a recommendation of the CEO.

   b. The target structure will include 2-3 independent weighted components:
               I. Group targets
               II. The Group target will be determined by the BoD
               III. Business unit targets
               IV. The business unit targets are to be decided by the BoD following the recommendation of the CEO.
               V. Individual targets - when appropriate with a weight up to 40 %
               VI. The individual targets will be decided by the CEO.

               The CEO´s performance will be measured against targets i) and iii). The Business Unit Managers performance
               will be measured against i), ii), and iii) when an individual target has been decided. The Managers in
               B2Holding ASA will be measured against i), and iii) when an individual target has been decided.

   c. The bonus level matrix will be reviewed year over year to be in line with the local market
       and the Group’s reward strategy.

   d. The BoD shall approve any annual bonus in excess of target bonus for the individual.

   e. Managers subject to an earn-out model as a result of an acquisition or merger are not
       eligible for Annual bonus before the earn-out period is over.

   f.  Manager having submitted notice of resignation is not eligible for Annual Bonus.

8 DETERMINING SHARE OPTIONS

   a. B2Holding shall implement a new Share Option Program under which options for
       B2Holding shares may be granted by the BoD to the CEO, Managers in B2Holding
       ASA and Business Unit Managers responsible for an operating profit above NOK 50
       mill. (each an "option candidate").

   b. The new Share Option Program shall not have any effect on the remaining outstanding
       share options granted under earlier share-based incentive programs. No new options
       shall be granted under these earlier programs, and the BoD shall otherwise manage
       such programs and the terms and conditions thereof as it deems appropriate (including
       inter alia by amending exercise periods or extending the term of options granted, but
       not by agreeing reduction of strike prices).

   c. The intention is to grant new options on an annual basis, awarded on the same date
       unless in the opinion of the BoD there are circumstances that should indicate otherwise.
       The BoD shall on an individual basis consider and determine the number of share
       options, if any, to be granted to each option candidate that year. When making its
       decision, the BoD shall inter alia take into consideration the potential impact the option
       candidate may have on the value creation for the shareholders and the Group's
       earnings performance over time.

   d. The BoD will not in any single calendar year grant share options representing in total
       more than 0.75% of the share capital of B2Holding ASA as at the date of the Annual
       General Meeting in that year.

   e. Granted share options shall vest with one-third on each of the first, second and third
       anniversary of the grant unless otherwise resolved by the BoD. The share options shall
       expire no later than on the fifth anniversary of the grant.

   f.  The strike price of the options shall be equal to volume weighted average price quoted
       on the Oslo Stock Exchange for the B2Holding shares in the last twenty trading days
       prior to the date on which the BoD grants the options ("VWAP”). The strike price shall
       be adjusted for dividend distribution and mathematical effects from rights issues and
       other dilutive corporate actions.

   g. Unless otherwise follows from applicable securities law or B2Holding's insider trading
       rules or policies, the participants in the Share Option Program may sell his/her shares
       at any time after exercising the option.

   h. Managers who may become entitled to earn-out payments as a result of an acquisition
       or merger are not eligible for participation in the Stock Option Program before the earnout
       period is over.

    i. If a participant dies while being part of the Stock Option Program, the participants' heirs
       shall inherit the vested options. B2Holding ASA will not withdraw any grants under the
       Stock Option Program in case of a participants’ disability.

9 RIGHTS AND OBLIGATIONS

The Reward Policy is a policy that the company intends to comply with. The policy does however
not create any rights for the Managers or obligations for B2Holding ASA or its affiliates and
may be deviated from, amended, replaced or terminated by B2Holding ASA at its sole
discretion at any point in time and without notice.

10 GOVERNANCE

Any amendments to this policy shall be approved by the BoD.

11 EFFECTIVE FROM

The Reward Policy is effective from 24 May 2019.

Approved by: Board of Directors 2 May 2019

Jon Harald Nordbrekken
Chairman of the Board of Directors
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