Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016 1

CORPORATE GOVERNANCE

Nordic Waterproofing Holding A/S is a Danish public limited liability company, with company registration number 33395361, and is governed by the provisions of the Danish Companies Act. The registered office of the company is situated in Vejen, Denmark, with operational headquarters in Helsingborg, . The company’s shares are listed on Nasdaq Stockholm, Mid Cap.

CORPORATE GOVERNANCE FRAMEWORK APPLICATION OF THE SWEDISH CODE deviated from the Code’s article 1.2 as the Nordic Waterproofing Holding A/S aims The application of the Code is fully board was not qualified for a quorum at the to maintain an appropriate corporate consistent with the Danish Companies Act extraordinary general meeting on 21 governance framework to ensure active, and Danish recommendations on corpo- December 2016 due to the unforeseen reliable and profitable business manage- rate governance. The Code applies to all absence of the chairman; article 1.3 as ment. The corporate governance is based Swedish companies with shares listed on a Danish law specifies that the chairman of upon Danish law and other external rules regulated market in Sweden and must be the general meeting is nominated by the and instructions, including the Danish applied on the date of the listing of the board; article 2.1 as Danish law specifies Company Act, Nasdaq Stockholm’s company’s shares on Nasdaq Stockholm. that auditors are nominated by the board; Rulebook, the Swedish Securities Council Non-Swedish companies with shares listed and from article 9.2 as the remuneration on good practices in the stock market and on a regulated market in Sweden must, in committee is constituted by entire board the Swedish Code of Corporate Gover- order to comply with good stock market as preferred solution as the remuneration nance (the Code), as well as internal practice, comply with either the Code or issues have been an integrated part of guidelines including Articles of Associa- the corporate governance code applicable the listing process work. tion, instructions, policies and guidelines. in the country where such non-Swedish Apart from what is presented below, company has its registered office. Nordic THE SHARE AND SHAREHOLDERS the fact that Nordic Waterproofing is a Waterproofing has decided that it will Nordic Waterproofing Holding A/S was Danish public limited liability company, report its compliance with the Code and listed on Nasdaq Stockholm, Mid Cap and thus obliged to comply with Danish not the Danish corporate governance segment, on 10 June 2016. The principal corporate law, does not imply any material recommendations, since the company is owner at the time of listing was Axcel1. differences compared to if the company listed on Nasdaq Stockholm, where The number of shares outstanding on had been subject to Swedish corporate law companies customarily apply the Code. 31 December 2016 were 24,083,935. The applicable for public companies. During 2016, Nordic Waterproofing has number of shareholders amounted to

INFORMATION RESOLUTIONS SHAREHOLDERS NOMINATION form the Annual General Meeting ELECTIONS PROPOSALS COMMITTEE

Board of Directors AUDITORS INFORMATION Audit Committee Remuneration Committee Objectives, Strategies, REPORTS Steering Reports instruments FORECASTS OBJECTIVES Control ACTIVITIES BUSINESS OVERVIEW VALUES Staff Executive Management functions REMUNERATION STRUCTURES

Products & Solutions Installation Services

1) Axcel IV K/S, Axcel IV K/S 2, AX Management Invest K/S and AX Management Invest II K/S, all funds advised by Axcel Management A/S. 2 Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016

more than 2,700. The largest shareholder that individually or collectively hold five (5) including conversion from a private limited on the same date was Axcel, with percent (or more) of the share capital can liability company (ApS) to a public limited 3,400,422, representing 14.1 of the share make a written request to the board of company (A/S). The meeting on 19 May capital and votes in the company. directors that an extraordinary general resolved i.a. to authorize increase share Further details on the Nordic Water- meeting be held to deal with a specific capital (valid until 2017 AGM), guidelines proofing’s share and the company’s matter. Extraordinary general meetings for remuneration and incentives and shareholders are available in the section to consider specific matters must be establishment of a nomination committee. “The NWG share”, pages 42-44. convened within two weeks of receipt of The meeting on 8 June approved the a request to such effect. cancellation of share classes, and the THE GENERAL MEETINGS AND In accordance with the Articles of fourth extraordinary meeting was held on SHAREHOLDERS’ INITIATIVES Association, all general meetings must be 21 December to elect Mrs. Riitta Palomäki Under the Danish Companies Act, the convened by the board of directors giving as additional new member of the board of annual general meeting (AGM) is the written notice between three and five Nordic Waterproofing Holding A/S until the company’s highest decision-making body. weeks prior to the meeting. As regards the close of the next annual general meeting. The annual general meeting may resolve annual general meeting, the date of the upon every issue for Nordic Waterproofing intended meeting must be published no 2017 ANNUAL GENERAL MEETING which does not specifically fall within the later than eight weeks prior to the date of The 2017 AGM will be held on Thursday, 27 scope of the exclusive powers of another such meeting and state the deadline for April 2017, at 10:00 a.m. at IVA Konferens­ corporate body. shareholder proposals. Notice of general center, Grev Turegatan 16 in Stockholm, At the annual general meeting, meetings must, in the form and substance Sweden. For more information, see section shareholders exercise their voting rights. required under the Danish Companies Act, on “Annual General Meeting 2017” on page At the annual general meeting, the be published on www.nordicwaterproofing. 85 and www.nordicwaterproofing.com. shareholders vote on matters such as com. Further, written notice of the general approval of the annual report, appropria- meeting must be emailed to all sharehold- NOMINATION COMMITTEE tion of Company profits or losses, resolu- ers who so request and to concurrently Nordic Waterproofing Holding A/S’s tions to discharge the members of the announced in the Swedish daily newspaper shareholders have resolved to establish a board of directors and the executive Svenska Dagbladet that notice has been nomination committee and to adopt rules management from liability for the financial given. The notice is expected to specify the of procedure for the nomination commit- year, the appointment of members of the time and place of the general meeting and tee. The general rule contained in the rules board of directors, the appointment of an contain the agenda of the business to be of procedure for the nomination committee auditor, and remuneration for the board of addressed at the general meeting. is that the nomination committee must directors. If a proposal to amend the Articles of comprise four members representing the The annual general meeting must be Association is to be addressed at the largest shareholders of the company, as of held in such time that the annual report, to general meeting, a summary of such the last banking day in August in the year be adopted by the board of directors and proposal must be included in the notice. before the annual general meeting, who thereafter submitted to the general For certain material amendments, the wish to participate in the nomination meeting for approval, can be submitted to specific wording must be set out in the committee. In addition to these four the Danish Business Authority within four notice. members, the chairman of the board must months after the expiry of the financial General meetings must be held in the also be a member of the nomination year. Municipality of Stockholm or Helsingborg committee. The instructions for the Shareholders who wish a matter to be in Sweden. nomination committee follow the Code addressed at the annual general meeting as regards the appointment of members. must submit a written request to the board GENERAL MEETINGS IN 2016 The main duties of the nomination of directors no later than six weeks prior to The Annual General Meeting 2016 was committee are to nominate candidates for the date of the annual general meeting. held on 9 May 2016 and approved the 2015 the positions of chairman of the board and In addition to the annual general annual report, discharged the Board and other members of the board, and to submit meeting, extraordinary general meetings Executive Management, and re-elected all proposals for fees and other remuneration may be convened to deal with other the current board members and current to be paid to each of the board members. specific matters. auditor. As of 8 March 2017, the following five Extraordinary general meetings must Four extraordinary general meetings representatives compose the nomination be held upon request from the board of were held in 2016: On 6 May the sharehold- committee: directors or the auditor elected by the ers resolved on items required in prepara- general meeting. In addition, shareholders tions for a listing on Nasdaq Stockholm, Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016 3

WORK OF THE BOARD OF DIRECTORS IN 2016

November February JAN Q3 Interim report, report from board DEC IPO update, full-year report and annual committees, report from auditor, FEB report. Review of business plan, strategy, strategic plan and budget approval, NOV policies and remuneration plan review of acquisition targets

MAR WORK OF OCT THE BOARD

OF DIRECTORS APR

SEP

MAY

AUG JUN

August JUL May Q2 Interim report June Annual General Meeting, statutory A minimum of six ordinary board meeting Q1 Interim report, board meetings will be held IPO execution, incl. prospecturs approval, report from the each year. In 2016, the board allocation, placing board committees, strategy update held 11 board meetings agreements and 2 per capsulum.

• Viktor Henriksson, appointed by MEETINGS OF THE NOMINATION Board of Directors. Under Danish law, Carnegie funds and chairman of the COMMITTEE members of the board of directors may be nomination committee. The nomination committee ahead of the removed at any time by the shareholders in • Joachim Spetz, appointed by Swedbank Annual General Meeting has held five a general meeting, by a simple majority of Robur. meetings. No fees have been paid for work votes. on the committee. Pursuant to the Code, no more than • Ulf Hedlundh, appointed by Svolder AB. one member of the board of directors may • Peter Lundkvist, appointed by Third THE BOARD OF DIRECTORS be a member of the executive manage- Swedish National Pension Fund. The board of directors is the highest ment of the company or a subsidiary. • Ulf Gundemark, chairman of Nordic decision-making body after the general Furthermore, such board member may not Waterproofing Holding A/S. meeting. The responsibilities of the board be the chairman or the deputy chairman of of directors are set out in the Danish the board of directors. Similarly, under the The nomination committee observes the Companies Act, the Articles of Association, Danish Companies Act, the majority of the rules regarding the independence of board and the board’s rules of procedure adopted members of the board of directors must be members as well as versatility and by the board of directors. In addition, the members who are not also members of breadth. In addition, each member of the board of directors must comply with the executive management, and a board nomination committee has considered any Code and Nasdaq Stockholm’s Rule Book member who is also a member of the potential conflict of interest before for Issuers, as well as other Swedish, executive management cannot be accepting the assignment, as stated in Danish and other foreign laws and chairman or deputy chairman of the board the Code. regulations, as applicable. of directors. Members of the board of directors Pursuant to the Danish Companies INDEPENDENCE OF (other than employee representatives, Act, the board of directors is responsible THE NOMINATING COMMITTEE if any) are appointed annually by the for Nordic Waterproofing’s overall and The Code also requires the majority of the shareholders at the annual general strategic management. In addition to nomination committee’s members to be meeting for the period until the end of the performing overall management duties independent in relation to the company next annual general meeting. The Articles and strategic management duties and and its management and at least one of of Association state that the board of ensuring proper organization of the these shall also be independent in relation directors (not including employee company’s business, the board of directors to the company’s largest shareholder in representatives) must consist of a must, inter alia, ensure that: terms of voting power. Of the appointed minimum of four members and a maxi- • the bookkeeping and financial reporting members, all are independent in relation mum of eight members. The Code states procedures are satisfactory, having to the company and its management and that no deputy members may be regard to the circumstances of the one are independent in relation to the appointed. The board of directors currently company company’s largest shareholders in terms consists of six ordinary members. The of voting power. members of the board of directors are presented in more detail in the section 4 Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016

• adequate risk management and internal Group and holdings of shares in Nordic The current audit committee consists control procedures have been estab- Waterproofing, see pages 38-39. of three members: Jørgen Jensen lished (chairman), Holger C. Hansen and Vilhelm • the board of directors receives requisite INDEPENDENCE OF THE BOARD Sundström. Its main duties, without having regular information about the In accordance with the Code, the majority any impact on the duties and responsibili- company’s financial position of the board members elected by the AGM ties of the board of directors, are to assist with oversight of: • the executive management performs its shall be independent in relation to Nordic duties properly and as directed by the Waterproofing and its management and at • the company’s financial reporting board of directors and least two of these shall also be indepen- • systems of internal control and risk dent in relation to the company’s major management related to finances • the financial resources of the company shareholders. Of the board’s six members, • external audit of the annual report are adequate at all times, and that the three are independent in relation to the company has sufficient liquidity to meet company and its management and three • control of the auditor’s independence, its current and future liabilities as they are independent in relation to the including oversight of non-audit fall due. The company is therefore company’s major shareholders. services and required to continuously assess its • prepare a recommendation to the board financial position and ensure that the EVALUATION OF BOARD PERFORMANCE of directors as regards the auditor to be existing capital resources are adequate. The board of directors regularly evaluates nominated by the board of directors and its work through a systematic and elected by the annual general meeting. The board of directors has adopted, and structured process with the purpose of regularly evaluates, a number of governing developing the board of directors’ work REMUNERATION AND COMPENSATION documents including the rules of proce- methods and efficiency. In addition, the The board of directors has not established dure for the board of directors, executive board of directors evaluates the company’s a remuneration committee. Instead, the management instructions, financial IT strategy and its implementation and board of directors considers it more manual, treasury policy, IT policy, informa- monitors compliance with the policies, appropriate that the entire board of tion security policy, diversity policy, code of instructions and guidelines established by directors performs the remuneration conduct, information policy and insider and the board of directors. committee’s duties. In 2016, the remuner- log book policy. Governing documents The chairman is responsible for ation committee held three meetings at adopted by the board are implemented in carrying out the evaluation and presenting which minutes were kept. Two meetings the organization by respective country the results to the nomination committee. are planned for 2017. The primary duties of managers. In addition, the board of The purpose of the evaluation is to gather the board of directors as regards remuner- directors regularly adopts and evaluates the board members’ views on the board’s ation and compensation are as follows: the Nordic Waterproofing’s business plan, performance, what measures can be taken • Consider and make decisions as to the including goals, strategies, risks and to improve the efficiency of board work, framework for the remuneration budget, and reviews the company’s website and whether the board has a well balanced packages of the CEO of the company, and ensures that such website has a mix of competencies. In 2016, the chair- including but not limited to salary, salary special corporate governance section man conducted a self-assessment of the increases, pension rights and any containing a copy of, among other things, board work performance including CEO/ compensation or terminations pay- the most recent corporate governance CFO cooperation. This based on the ments, ensuring that the contractual report. The board of directors also ensures principle of comparing “to be” with “as is” terms are fair to the individual and the that there are efficient systems for evaluations. The results have been Company, that failure is not rewarded follow-up and control of the company’s communicated and discussed within the and that the duty to mitigate loss is fully operations and that there is a satisfactory board and senior management as well as recognized. control of the company’s compliance with the nomination committee. laws and other regulations applicable to • Consider and make decisions on issues the company’s operations. BOARD MEETINGS concerning principles for remuneration In 2016 the board held 13 scheduled and other terms of employment for the COMPOSITION OF THE BOARD meetings. The CEO and the CFO, who is executive management, including According to the Articles of Association, also the board secretary, take part in the evaluate whether the remuneration level Nordic Waterproofing Holding A/S’s board board’s meetings. Other executives take is in accordance with, and not exceeding, of directors shall consist of at least four part as needed as rapporteurs for special comparable market practice levels at and no more than eight members elected items of business. any given time of the CEO including any by the AGM. The extraordinary general incentive program shall be in accor- meeting on 21 December 2016 resolved BOARD COMMITTEES dance with and not exceed comparable that the board shall have six members for AUDIT COMMITTEE market practice levels at any given time. the period until the next AGM. Following The board of directors has internally • Consider and make decisions on this resolution, the board comprises Ulf established an audit committee, which remuneration matters of material Gundemark (chairman), Christian Frigast, must comprise three members. The audit importance to the Company, including Holger C. Hansen, Jørgen Jensen, Riitta committee prepares proposals for the incentive programmes and payments for Palomäki and Vilhelm Sundström. All board of directors which either adopts the CEO of the Company. The decisions board members have attended Nasdaq’s resolutions on the matters or, if appropri- concerning the remuneration of the CEO stock market training course for board and ate, decides upon proposals for resolutions including any incentive program shall be management. The average age of the to be adopted by the shareholders at in accordance with and not exceed Board members elected by the AGM/EGM general meetings. In 2016, the audit comparable market practice levels at was 54 at year-end 2016, and one of the six committee held five meetings at which any given time. are woman. For information about the minutes were kept. Four meetings are board members’ assignments outside the planned for 2017. Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016 5

• Consider and make decisions on the executive management may in specific strategic and operative development and targets (bonus levels and performance cases be authorized by the board of financial performance. In addition to these targets) for company-operated perfor- directors to carry out management-related meetings, the senior executives work in mance related incentive programmes for measures, which are outside the scope of close daily cooperation regarding various executive managers of the Company as the company’s day-to-day business. matters. well as monitor and evaluate the fulfillment of such targets. GROUP MANAGEMENT REMUNERATION FOR MEMBERS • Monitor and evaluate programmes for The executive management is supported OF THE BOARD OF DIRECTORS variable remuneration, both ongoing and by a number of senior officers of the AND GROUP MANAGEMENT those that have ended during the year, company. Together with the executive Board of directors for the executive management management, these senior officers of Fees and other remuneration for members the subsidiaries constitute the group • Monitor and evaluate the application of of the board of directors, including the management team. the guidelines for remuneration that the chairman of the board, are determined by Martin Ellis has been CEO of Nordic annual general meeting is legally the company’s shareholders at the annual Waterproofing since October 2015, when obliged to establish, as well as the general meeting based on proposals made Holger C. Hansen was elected to the current remuneration structures and by the board of directors and the nomina- company’s board. Aside from the CEO, the levels in the company. tion committee. The shareholders have group management team consists of the resolved at a general meeting that fees be • Oversee the implementation of any CFO, four business unit managers for payable for the 2016 accounting year as pension, retirement, death or disability Denmark, , Sweden & and follows: SEK 500,000 to the chairman of or life assurance scheme and any SealEco respectively and the head of the board, SEK 325,000 to the Deputy incentive schemes for executive Corporate Communications & Investor chairman and SEK 275,000 to all remain- managers of the company. Relations (IR). The CEO and other mem- ing board members. Remuneration for the • Review its own terms of reference and bers of group management team are chairman of the committee amounts to effectiveness on the above, on an annual presented in more detail in the section SEK 50,000 and each member of the audit basis. entitled “Group management”, on pages committee is paid SEK 50,000. Axcel’s 40-41. representatives were paid board fees EXECUTIVE MANAGEMENT The group management team conducts subsequent the listing in June. Members Pursuant to the Danish Companies Act and management meetings at regular intervals of the board of directors are not entitled to the Articles of Association, the board of and held twelve meetings in 2016. The any special benefits when they resign from directors appoints and removes the meetings are focused on the Group’s the board. members of an executive management, which is responsible for the day-to-day management of Nordic Waterproofing Holding A/S. The Articles of Association state that an executive management REQUIREMENT TO DISCLOSE SHAREHOLDINGS consisting of one to five members must be Since Nordic Waterproofing Holding A/S’s registered office is located in Denmark, the appointed. Currently, the company has only Swedish Financial Instruments Trading Act (1991:980) provides that corresponding Danish appointed one member to the executive rules apply as regards the requirement to disclose shareholdings. For the purpose of management: Martin Ellis as CEO designating the home member state pursuant to the Transparency Directive (2004/109/EC, (Dk. administrerande direktør). as amended), Denmark is the company’s home member state. The executive management reports to Pursuant to section 29 of the Danish Securities Trading Act, holders of shares in Danish the board of directors. The executive companies with shares admitted to trading on Nasdaq Stockholm are required to give management’s responsibilities are set out simultaneous notice to the company and the Danish FSA of the shareholdings in the in the Danish Companies Act, the Articles company immediately, when the shareholding reaches, exceeds or falls below thresholds at of Association, directions and instructions intervals of 5, 10, 15, 20, 25, 50 or 90 per cent. and limits of 1/3 or 2/3 of the voting rights or given by the board of directors, and other nominal value of the total share capital. internal regulations and instructions When a company has received a notification, it must publish the content of the established by the board of directors. In notification as soon as possible. Holders of shares in a company mean a natural or legal addition, the executive management is person who, directly or indirectly, holds (i) shares in the company on behalf of himself and required to comply with the Code and for his own account, (ii) shares in the company on behalf of himself, but for the account of Nasdaq Stockholm’s Rule Book for another natural or legal person, or (iii) share certificates, where such holder is considered a Issuers, as well as other Swedish, Danish shareholder in relation to the underlying securities represented by the certificate. and other foreign laws and regulations, as The notification must be made immediately and during the same trading day (before applicable. midnight) of the transaction and in accordance with the provisions of the Executive Order no. The executive management must, inter 1256 of 4 November 2015 and must state the number of voting rights and shares held alia, take any measures necessary to directly or indirectly following the transaction. The notification must further state the ensure the company’s bookkeeping is transaction date on which the threshold was reached or no longer reached and the identity maintained pursuant to law and that the of the shareholder as well as the identity of any natural or legal person with the right to vote management of funds is conducted in a on behalf of the shareholder and, in the case of a group structure, the chain of controlled sound manner. The executive management undertakings through which voting rights are effectively held. The information must be must attend board meetings, unless notified to the company and simultaneously submitted electronically to the Danish FSA. decided otherwise by the board of Failure to comply with the notification requirements is punishable by fine. directors, and must keep the board of Please refer to http://www.nordicwaterproofing.com/en/information-for-shareholders/ directors – through the chairman – regu- for more information. larly informed about matters of importance relating to the day-to-day operations. The 6 Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016

Executive management and group have been established, which are reviewed regularly exchanges information with the management team regularly by the board of directors to auditor. The board of directors’ policy is that ensure that such systems are appropriate The auditor is obliged to attend the salaries and other benefits be on market and sufficient in the context of the annual general meeting and is entitled to terms and adequate to attract sufficiently company’s business and operations. The attend other general meetings. At the qualified employees for the relevant company’s annual report includes annual general meeting, the auditor is positions. information about the management of obliged to answer questions raised relating The board of directors determines the operational risks. to the annual report. The auditor is also remuneration payable to the members of The financial reporting and internal entitled to attend any board meeting at executive management, including the CEO. controls are aimed at providing the board which the annual report of the company is The salaries for the members of executive of directors and executive management being presented and – under the board’s management consist of a fixed salary, with reasonable assurance that: rules of procedure – any other board variable salary and other benefits. The meetings at which financial statements, on • reporting by the executive management annual salary to the company’s CEO which the auditor must provide a statment, is reliable and in compliance with amounts to EUR 0.5 million. The CEO, with are considered. internal policies and procedures and support from the board of directors, gives a true and fair view of the determines the remuneration payable to INFORMATION POLICY AND INSIDER AND company’s financial performance and other members of group management. The LOGBOOK POLICY financial position salaries to the members of group Nordic Waterproofing has prepared an management consist of a fixed salary and • material risks are identified and information policy and an insider policy for pension, and the possibility to receive minimized the purpose of informing employees and variable salary and other benefits. The • internal controls are in place to support other relevant parties at the Company variable salary to which the company’s the quality and efficiency of the business about the laws and regulations applicable CEO and CFO and the four heads of processes and to safeguard the to the distribution of information by the business units are entitled is capped at 60 company’s business and assets and Company, and the special requirements percent of their fixed salary. The members imposed on persons who are active in a • business is conducted in compliance of the executive management and the listed company with regard to, inter alia, with applicable laws, regulations and group management will be offered a salary price-sensitive information. In this context, internal policies. which is on market terms and based on the company has established routines for such person’s responsibilities, expertise handling the distribution of information CONFLICT OF INTEREST TRANSACTIONS and performance. which has not been made public. Under the Danish Companies Act, no In addition, the shareholders may member of the board of directors or execu- resolve at the annual general meeting to tive management may participate in the THE IR FUNCTION offer long-term incentive schemes such as transaction of business that involves any The IR function is headed up by the equity-based and share price-based agreement between the company and that company’s IR and Communications incentive schemes. The purpose of these member, or legal proceedings against that Manager. The primary duties of the IR incentive schemes will be to contribute to member, or the transaction of business function are to support the CEO and CFO in long-term value growth and provide a that involves any agreement between the relation to the capital markets, to prepare shared interest in value growth for company and a third party, or legal (jointly with the CFO and communication shareholders and employees. For more proceedings against a third party, if the team) quarterly and annual reports, information about the remuneration to the member has a material interest in such analyst conferences, general meetings and board and group management team, see business and that material interest could capital market presentations, and to pages 38-41. conflict with the interests of the company. regularly report on IR activities. External financial information is FINANCIAL REPORTING AND AUDITING regularly provided in the form of: INTERNAL CONTROL Pursuant to the Articles of Association, the • Interim reports The responsibilities of the board of annual general meeting must appoint a • Annual report directors and the executive management state-authorized public accountant to audit • Press releases about important news for financial reporting and internal control Nordic Waterproofing’s accounts. The that is assessed to have a potential is, inter alia, governed by the Danish company’s auditor is PricewaterhouseCoo- impact on the share price Accounting Act, the Danish Annual Reports pers Statsautoriseret Revisionspartner- Act, the Danish Companies Act and the selskab. For 2016, the total remuneration • Presentations for financial analysts, Code. to the company’s auditor amounted to SEK investors and the media on the date of The board of directors regularly 7.3 million. The total remuneration to other publication of the year-end and interim considers whether it would be expedient to auditors in the Group during the period reports include additional financial and nonfinan- amounted to SEK 2.2 million. • Meetings with financial analysts, cial information in the company’s financial The auditor is appointed for a term of investors and media representatives. reports. The board of directors regularly one year by the shareholders following a assesses the material risks associated proposal by the board of directors ADDITIONAL INFORMATION with the company’s operations, the following recommendation from the audit Please visit www.nordicwaterproofing.com implementation of the company’s strategy committee. The scope of the auditor’s for information such as the Articles of and the risks associated with the financial duties, including audit and non-audit Association, the Code of Conduct, and reporting, and seeks to ensure that such duties, is agreed annually between the information from previous general risks are managed in a proactive and board of directors and the auditor based on meetings as well as media releases. efficient manner. recommendations by the audit committee. As part of the company’s risk manage- The company has regular discussions and ment, various internal control systems Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016 7

BOARD OF DIRECTORS

Name Ulf Gundemark Holger C. Hansen Christian Frigast Position Chairman of the Board since: 2015. Deputy Chairman since: 2015. Member of Board member since: 2015. Chairman of the remuneration committee. the remuneration committee. Member of Member of the remuneration committee. Member of the nomination committee. the audit committee. Education Master of Science in Electronics from Bachelor degree of Science in Economics Master of Science from the University of Chalmers University of Technology, from Copenhagen Business School, Copenhagen, Denmark and a Bachelor in Gothenburg, Sweden. Denmark. banking from Wharton Business School, University of Pennsylvania, USA. Year elected 2015 2016 2015 Born 1951 1969 1951 Nationality Swedish Danish Danish Other assignments Member of the boards of AQ Group AB, CEO of HCH Consult ApS and a member Managing Partner in Axcel, chairman of Constructor Group AS, GUMACO AB, of the executive board of AH Wood Invest Axcelfuture, deputy chairman of Pandora Papyrus Holding AB, Ripasso Energy AB, ApS, Hampen Ejendomsselskab ApS, HCH A/S and Danish Venture Association and Scandi Standard AB (publ), Solar A/S and Invest ApS, Kliplev Ejendomsselskab ApS, member of the board of Denmark- Lantmännen ekonomiska förening. Palsgaard Gruppen ApS and Tåsinge America Foundation. Ejendomsselskab ApS. Chairman of Clopethan A/S, F. Junckers Industrier A/S, Junckers Holding AS, Scanpharm A/S and HCB Invest ApS, deputy chairman of Lilleheden A/S, and member of the board of Delete Group Oy and Drico Intressenter Holdco AB.

Independent in relation to Yes. No. No. Representing Axcel. major shareholders Independent in relation to Yes. No. Former CEO of Nordic Waterproofing. Yes. the company Previous experience Chairman of Bridge to China AB, Chairman of Butiksindretning Herning Deputy chairman of Torm A/S and includes chairman and board member of Lindab A/S and CEO of Nordic Waterproofing. member of the board of Vara Esko- International AB and Ripasso Energy Graphics Holding A/S. Systems AB, and board member of Lönne International AS. Number of shares, own and 20,000 shares. 100,704 shares. 23,000 shares. closely related, 2016* Board meeting attendance 13 of 13 meetings. 13 of 13 meetings. 12 of 13 meetings. Audit committee attendance – 5 of 5 meetings. – Remuneration committee 3 of 3 meetings. 3 of 3 meetings. 3 of 3 meetings. attendance Remuneration 20161) Board SEK 500,000 SEK 325,000 SEK 160,000 Committee(s) – SEK 50,000 – Total 2016 SEK 500,000 SEK 375,000 SEK 160,000

* Board assignments and holdings in Nordic Waterproofing as stated above reflect the situation as per 31 December 2016. 1) Remuneration paid to the board of directors for the period May 2016-April 2017. 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 2016 calendar year, remuneration was paid as per Note 11. No consulting fees were paid to Board members. Remuneration excludes travel allowances. 8 Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016

Name Jørgen Jensen Riitta Palomäki Vilhelm Sundström Position Board member since: 2015. Member of Board member since: 2016. Board member since: 2015. Member of the remuneration committee. Chairman the remuneration committee. Member of of the audit committee. the audit committee. Education Master of Science in Economics from Master of Science in Accounting and ICT Master of Science in Finance and Aarhus University, Denmark. from Turku School of Economics and Business Administration from Hanken Business Administration, Finland. School of Economics, , Finland. Year elected 2015 2016 at the EGM 2015 Born 1968 1957 1969 Nationality Danish Finnish Swedish Other assignments CEO of Widex A/S and board member of Executive Vice President and CFO of Partner in Axcel and chairman of JB several subsidiaries of Widex A/S, board Uponor Oyj, member of the board of Gymnasiet Syd AB, JB Gymnasiet Mitt AB, member and CEO of JFJ Invest ApS, and directors, chair of the Audit Committee at JB Gymnasiet Norr AB, JB Grundskola, board member of DFDS A/S. Componenta Oyj and member of the Friskola i Lödde AB, Galären utbildningar Supervisory Board and Deputy Chair of i Karlskrona AB, Ad Mandatum i Vadstena the Audit Committee at OP Cooperative. AB, Culinar Utbildning i Stockholm AB and Matpedagogerna AB, member of the board of Delete Group Oy, Gianduja Invest AB, Instruo Holding AB and JB Education AB.

Independent in relation to Yes. Yes. No. Representing Axcel. major shareholders Independent in relation to Yes. Yes. Yes. the company Previous experience Chairman of Alto Danmark A/S and CFO of Kuusakoski Group and various Chairman of ASTAR AB, Kompetens- includes several companies in the Nilfisk Group. managerial positions in Konecranes utvecklingsinstitutet Sverige AB, SAD2 and ABB. Invest AB and Quenocird Holding AB, and CEO of Axcel Management AB.

Number of shares, own and 20,976 shares. 0 shares. 0 shares. closely related, 2016* Board meeting attendance 13 of 13 meetings. n.a.2) 13 of 13 meetings. Audit committee attendance 5 of 5 meetings. – 5 of 5 meetings. Remuneration committee 3 of 3 meetings. – 3 of 3 meetings. attendance Remuneration 20161) Board SEK 275,000 – SEK 160,000 Committee(s) SEK 100,000 – SEK 30,000 Total 2016 SEK 375,000 – SEK 190,000

* Board assignments and holdings in Nordic Waterproofing as stated above reflect the situation as per 31 December 2016. 1) Remuneration paid to the board of directors for the period May 2016-April 2017. 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 2016 calendar year, remuneration was paid as per Note 11. No consulting fees were paid to board members. Remuneration excludes travel allowances. 2) Riitta Palomäki was elected in December 2016 and has not attended any board meeting in 2016. Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016 9

GROUP MANAGEMENT

Name Martin Ellis Jonas Olin Mats Lindborg Esa Mäki 2) Position Executive Board Chief Financial Head of Nordic Waterproofing Head of Nordic Waterproofing President and CEO. Officer (CFO). Sweden & Norway. Finland. Education Diploma from HEC Paris Bachelor of Science in Four year technical high school Master of Science in building Business School, France. economics and diploma in Building and Civil economics and In addition, attended Stern business accounting, Lund Engineering from Erik a Bachelor in building Business School in New York, University, Sweden. Dahlbergs Gymnasium in construction technology from US and Getulio Vargas Business Jönköping, Sweden. Tampere University, Finland. School in Sao Paulo, Brazil.

Born 1956 1972 1964 1969 Nationality British Swedish Swedish Finnish Previous experience CEO of Nordic Waterproofing 20 years of experience as CFO, 30 years of experience with CEO of Nesco Group (2012-2016) includes (2011-2012) and Chairman of controller and auditor, including sales and marketing including and various managerial Nordic Waterproofing Trelleborg Waterproofing, Trelleborg Waterproofing. positions of Icopal Finland and (2011-2015) and 30 years of Abdon Finax, IKEA Industry and other companies in the building experience as CEO and other Mazars. material industry. leading positions, including Icopal (CEO) and Saint Gobain (President of the Building Materials Division). Number of shares, 316,270 shares. 45,010 shares. 58,414 shares. 0 shares. own and closely related 1) Joined NWG 2011 2007 1986 2017 In current position since 2015 2011 2011 2017

PRINCIPLES FOR REMUNERATION The following are the principles for remuneration of senior executives adopted by the 2016 Annual General Meeting:

Members of the Company’s board of directors and Executive directors and the executive management. Payment of bonus is Management receive a fixed annual remuneration. In addition, only relevant when conditions and targets have been fully or partly members of the board of directors and Executive Management met (as agreed). If no targets are met, no bonus is paid out. may receive incentive-based remuneration consisting of cash Targets for the board of directors shall be agreed upon by the bonus (including cash bonuses based on development in the share board of directors and the nomination committee. Targets for the price (phantom shares or similar)) – on both an ongoing, sin- executive management shall be agreed upon the board of gle-based and event-based basis. directors and the executive management. Other bonus schemes that may lead to cash bonuses of up to CASH BONUS REMUNERATION 60 percent of the base salary may be made in special cases. Such Cash bonus schemes may consist of an annual bonus, which the schemes shall typically be made so as to take effect upon the individual member of the board of directors and the executive occurrence of a specific event. Subject to the restrictions of management can receive if specific targets of the Company and applicable law, specific events can be the acquisition of a other possible personal targets for the relevant year are met. The controlling interest in a company, the completion of a takeover bid, maximum cash bonus shall be equivalent to 60 percent of the or the completion or reaching of other significant transactions or fixed base salary of each eligible participant from the board of objectives.

1) Holdings in Nordic Waterproofing as stated above reflect the situation as per 31 December 2016. 2) Will join NWG on 1 April 2017. 10 Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016

Name Paul Erik Rask Thomas Zipfel Anders Antonsson Position Head of Nordic Waterproofing Head of SealEco. Head of Investor Relations. Denmark. Education Bachelor in Business Master of Science in electronics B Sc. in media and Administration from Aarhus engineering from Industrie und literature, Lund University, University, a Master of Science Handelskammer in Bochum, Sweden. in Business and Economics Germany. In addition, he has from Aalborg University and an studied an Executive Marketing Executive Master of Business Program and Executive Administration from the Management Program at IFL, Scandinavian International Stockholm School of Economics, Management Institute in Sweden. Copenhagen, Denmark. In addition, Paul Erik Rask has studied the Advanced Management Programme at INSEAD. Born 1962 1961 1964 Nationality Danish Swedish Swedish Previous experience 30 years of experience of 20 years of experience of More than 25 years experience includes leading positions and sales and managing positions, including of corporate communications marketing, including Trelleborg Trelleborg Waterproofing. and investor relations, including Phønix A/S. Northland Resources and Intrum Justitia.

Number of shares, 89,104 shares. 83,504 shares. 0 shares. own and closely related 1) Joined NWG 1992 2009 Interim since 2015 In current position since 2000 2011 2015

REMUNERATION OF GROUP MANAGEMENT Annual Total including SEK million Fixed salary variable salary Other benefits Total Pension pension CEO 2016 4.9 2.9 0 7.8 0 7.8 2015 1.2 0.7 0 1.8 0 1.8 Group Management, others (6 persons) 2016 8.8 6.1 0.7 15.6 2.3 17.9 2015 7.4 4.1 0.7 12.1 2.3 14.4 Total 2016 13.7 9.0 0.7 23.4 2.3 25.7 Total 2015 8.5 4.8 0.7 13.9 2.3 16.2

1) Holdings in Nordic Waterproofing as stated above reflect the situation as per 31 December 2016.