Scope and definitions. 1) the management of the part of the organisation that trades with or approves financial instruments,

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1 Executive Order on Remuneration Policy and Obligations to Provide Information about Remuneration in ATP (Arbejdsmarkedets Tillægspension) and LD (Lønmodtagernes Dyrtidsfond) Executive Order no. 121 of 7 February 2012 The following shall be laid down pursuant to section 24f and section 32a(2) of the Arbejdsmarkedets Tillægspension Act, cf. Consolidating Act no. 942 of 2 October 2009, as amended by Act no of 21 December 2010, section 5e and section 14a(2) of the Lønmodtagernes Dyrtidsfond Act, cf. Consolidating Act no of 3 October 2007, as amended by Act no of 21 December 2010 and following negotiations with the Minister for Employment: Scope and definitions 1.-(1) This Executive Order shall apply to ATP (Arbejdsmarkedets Tillægspension) and LD (Lønmodtagernes Dyrtidsfond). (2) In the following, the undertakings mentioned in subsection (1) shall be referred to as the undertaking. 2.-(1) The provisions in this Executive Order on remuneration policy, remuneration and disclosure obligation shall apply to the remuneration policy of the undertaking relating to the board of representatives, the board of directors and the board of management as well as to other employees whose activities significantly influence the risk profile of the undertaking, cf. subsections (2) and (3). (2) As a general rule, employees whose activities significantly influence the risk profile of the undertaking shall mean 1) the management of the part of the organisation that trades with or approves financial instruments, 2) the management of the part of the organisation that invests in the assets of the undertaking, 3) employees in the parts of the organisation mentioned in nos. 1 and 2 who, through financial instruments, can assume a significant risk on behalf of the undertaking with the assets of the undertaking, 4) managers of the actuary function and reinsurance who can assume a significant risk on behalf of the undertaking with the assets of the undertaking, 5) the management of the part of the organisation that verifies compliance with limits for risk assumption, and 6) employees who may inflict significant credit risks on the undertaking. (3) The board of directors shall decide which persons mentioned in subsection (2) are covered by subsection (1) and whether other people in the undertaking are covered by subsection (1).

2 (4) Sections 5 and 12 of this Executive Order shall apply to employees involved in control functions and auditing, including employees working with compliance and internal auditing. 3. Variable components of the remuneration shall mean remuneration schemes under which final remuneration is unknown in advance, including bonus schemes, performance contracts and other similar schemes. 4. The remuneration policy of the undertaking for persons mentioned in section 2(1) and (4) shall comply with the requirements stated in sections For civil servants on special conditions under collective agreements covered by section 2(1) and (4), sections 9-14 shall only apply to bonus schemes and other agreements on variable remuneration to the extent that such schemes are not laid down in the collective agreements. Remuneration policy 5. The board of directors shall lay down the remuneration policy of the undertaking, including the pension policy and guidelines for allocating redundancy pay for the people mentioned in section 2, and shall be responsible for implementing the policy. The remuneration policy laid down shall be approved by the board of representatives. 6. The board of directors shall review the remuneration policy at least once a year in order to adjust the remuneration policy to the developments in the undertaking. 7.-(1) At least once a year, the board of directors shall ensure control procedures on compliance with the remuneration policy. The board of directors shall lay down guidelines for the control procedures and the results of these shall be reported to the board of directors. (2) The board of directors shall control the remuneration of the management of the part of the organisation that controls compliance with the limits for risk assumption and the management of the part of the organisation that otherwise performs control, including the chief internal auditor. The remuneration committee set up pursuant to section 15 may carry out this control. 8. The employees involved in drawing up the remuneration policy and who control compliance with the policy shall possess the necessary expertise and shall be independent from the departments of the undertaking in which they carry out control procedures, taking into account the undertaking s size, internal organisation as well as the scope and complexity of the undertaking s activities. 9.-(1) Taking into account the undertaking s size and organisation as well as the scope and complexity of the undertaking s activities, the remuneration policy shall be drawn up in conformity with sections and shall 1) comply with and facilitate sound and effective risk management which does not encourage excessive risk assumption, 2) comply with the undertaking s business strategy, values and long-term goals, including a sustainable business model,

3 3) harmonise with the principles of protection of members in connection with executing activities and contain measures which can prevent conflicts of interest, and 4) ensure that the total variable remuneration which the undertaking undertakes to pay does not undermine the undertaking s possibilities to fulfil its obligations. (2) For persons mentioned in section 2(1) who earn variable remuneration, cf. section 3, of up to a maximum of DKK 100,000 annually, the board of directors or the board of management may assess that these persons can be exempted from the requirement in section 10(1), no. 4, if appropriate. At the request of the Danish FSA, the undertaking shall substantiate the considerations that have been taken into account to exempt the variable component of the remuneration from the requirement in section 10(1), no. 4 as well as the propriety of this, cf. 1st clause. Variable remuneration 10.-(1) If the undertaking allocates variable remuneration to the persons mentioned in section 2(1) and (4), cf. section 3, the remuneration policy shall ensure an appropriate balance between the fixed and variable components of remuneration, including 1) that the variable components of the remuneration of a member of the board of representatives, board of directors or board of management does not exceed more than 50% of the remuneration and the fixed basic salary including pension, respectively, 2) that an appropriate ceiling for variable components of the remuneration for other employees whose activities significantly influence the risk profile of the undertaking has been set, 3) that the fixed component of the remuneration constitutes a sufficiently high percentage of the total remuneration such that the undertaking can carry out a flexible bonus policy, 4) that payment by the undertaking of no less than 40% of a variable component of the remuneration - for larger amounts no less than 60% - takes place over a period of no more than three years starting one year after the time of calculation, however, for the board of representatives, board of directors and board of management no more than four years, distributed equally over the years or with a growing percentage at the end of the period, and 5) that the undertaking may omit paying a variable component of the remuneration if, at the time of payment of the variable component of the remuneration, the undertaking cannot comply with its obligations to its members. (2) The appropriate balance between fixed and variable components of the remuneration in subsection (1) may vary depending on the function of the recipient and other conditions of the undertaking. (3) The undertaking shall ensure that persons mentioned in section 2(1) receiving variable remuneration are obligated to repay the variable remuneration wholly or partly, if the variable remuneration has been paid on the basis of information about results which can be documented as incorrect, and if the recipient was in bad faith.

4 11.-(1) A variable component of the remuneration which is performance-based, shall be fixed on the basis of an assessment of the results of the individual employee, the results of the department of the recipient and the results of the undertaking. (2) Assessment of the results according to subsection (1) shall be seen in relation to the economic trends and shall be carried out within a multiannual framework to ensure that the assessment takes into account the results seen over a longer period. (3) The performance measurement which forms the basis for the variable component of the remuneration pursuant to subsection (1) shall reflect the current and future risks linked to the results concerned as well as any free reserves and liquidity required to achieve the results. (4) Assessment of the individual employee s results pursuant to subsection (1) shall take into account nonfinancial criteria such as compliance with internal rules and procedures as well as compliance with the guidelines and procedures of the undertaking. Remuneration of employees in special functions 12.-(1) If the undertaking s remuneration of an employee involved in the control functions of the undertaking contains a variable component, the variable component of the remuneration may not depend on the result of the department in which the employee carries out control procedures. (2) If the undertaking s remuneration of an employee functioning as an actuary contains a variable component, the variable component of the remuneration shall depend on the employee s role and may not depend on the results of the department. Special regulations on redundancy pay 13.-(1) Section 10 shall not apply to agreements on redundancy pay complying with the following conditions: 1) The agreement on redundancy pay is established in connection with recruitment to the position. 2) The redundancy pay agreed does not depend on the results achieved from working in the position. 3) At the time of redundancy, the redundancy pay agreed may not exceed a value corresponding to the last two years' total remuneration including pension. (2) Section 10 shall not apply to agreements on redundancy pay established in connection with redundancy for the part of the redundancy pay that does not exceed a value corresponding to one year's total remuneration including pension. (3) Subsections (1) and (2) shall only apply to redundancy pay which cannot be derived from legislation or collective agreement. Information to employees of the undertaking

5 14. The persons mentioned in section 2(1) and (4) shall at all times be able to familiarise themselves with the most recent remuneration policy as well as other documents describing determination of their remuneration as well as evaluation of their performance. Remuneration committee 15.-(1) The undertaking may set up a remuneration committee, cf. however, subsection (2). (2) Groups with several undertakings which, pursuant to subsection (1), have set up a remuneration committee, may set up a joint remuneration committee for such undertakings in the group or part thereof. Organisationally, the remuneration committee shall be located in the parent undertaking. (3) The chairman and the members of the remuneration committee shall be members of the board of directors of the undertaking which sets up the remuneration committee, or of boards of directors of undertakings which under subsection (2) have a joint remuneration committee. The remuneration committee shall be composed such that the members are capable of making a qualified and independent assessment of whether remuneration by the undertaking, including remuneration policy and associated procedures and internal controls, is in compliance with section 23b(1), no. 9 of the Arbejdsmarkedets Tillægspension Act, section 4c(1), no. 9 of the Lønmodtagernes Dyrtidsfond Act as well as the provisions of this Executive Order. (4) The remuneration committee shall be responsible for the preparatory work on decisions by the board of directors concerning remuneration, including remuneration policy and other decisions in this respect which may influence risk management by the undertaking. The committee may perform other functions concerning remuneration. The committee shall, in the preparatory work, safeguard the long-term interests of the undertaking. Approval of remuneration policy 16.-(1) Before an undertaking enters into an agreement on variable remuneration or redundancy pay with a member of the undertaking s board of representatives or board of directors, the board of representatives shall have approved the remuneration policy of the undertaking, cf. section 23b(1), no. 9 of the Arbejdsmarkedets Tillægspension Act and section 4c(1), no. 9 of the Lønmodtagernes Dyrtidsfond Act, including guidelines for allocation of variable remuneration as well as guidelines for redundancy pay. (2) Once a year the board of directors shall account for the remuneration of the board of representatives and the board of directors of the undertaking to the board of representatives and the Minister for Employment. The account shall contain information about remuneration in the preceding financial year and about the expected remuneration in the current year and subsequent financial year. Disclosure and reporting obligations 17.-(1) At least once a year the undertaking shall publish the following information concerning its remuneration policy and remuneration practice for the board of representatives, board of directors, board of management and other employees whose activities significantly influence the risk profile of the undertaking, cf. section 2(1):

6 1) The decision-making process in connection with determining the remuneration policy, including information about the composition of the remuneration committee, its authorisation, and the external experts who have been consulted with a view to laying down the remuneration policy as well as the role of relevant parties concerned. 2) The relationship between remuneration and results. 3) The most significant characteristics in the undertaking s remuneration structure, including information about the criteria that form the basis for the performance measurements and risk adjustments, and for postponement of variable remuneration and qualifying for this. 4) The result criteria that form the basis for allocation of variable components of the remuneration. 5) The most important parameters and reasons for schemes with variable remuneration and other noncash benefits. 6) Total amount of remuneration earned in the financial year broken down by business areas. 7) Total amount of remuneration earned in the financial year broken down by board of representatives, board of directors, board of management and other employees whose activities significantly influence the risk profile of the undertaking, stating the following: a) The total remuneration earned in the financial year broken down by fixed and variable remuneration as well as the number of recipients. b) The total variable remuneration earned in the financial year broken down by cash and other non-cash benefits. c) The total variable remuneration earned in the financial year broken down by paid and postponed amounts. d) The postponed variable remuneration which has been calculated (allocated), paid and reduced in the financial year. e) New appointment payments and redundancy pay paid in the financial year as well as the number of recipients. f) The total amount for redundancy pay allocated in the financial year, the number of recipients as well as the highest amount allocated to one individual person. (2) The provision in subsection (1), no. 7 shall only apply in relation to employees whose activities significantly influence the risk profile of the undertaking, provided that publication does not disclose the remuneration of the individual person. (3) The provision in subsection (1), no. 7, e) and f) shall only apply to pay which cannot be derived from legislation or collective agreements.

7 (4) Taking into account the undertaking s size, internal organisation, scope and complexity of its activities, the undertaking may wholly or partly omit to publish one or more pieces of the information mentioned in subsection (1). (5) In immediate continuation of the completion of the financial statements, the undertaking shall submit the information mentioned in subsection (1), nos. 6 and 7 to the Danish FSA and at the same time make public the information mentioned in subsection (1) on its website in a place where it naturally belongs. If information is published to fulfil accounting requirements or other requirements, the disclosure obligation shall be regarded as being complied with. If the information is not included in the annual report, the undertaking shall, in the annual report, state where the information can be found. (6) Removal of information from the undertaking s website shall take place according to the same principles used by the undertaking for other notifications. (7) An undertaking which, pursuant to subsection (4), may omit to publish one or more pieces of information mentioned in subsection (1) may, pursuant to subsection (5), also omit to submit the information mentioned in subsection (1), nos. 6 and 7 to the Danish FSA and to publish the information mentioned in subsection (1) on its website. 18.-(1) In connection with presentation of the annual report, the undertaking shall report the number of persons to the Danish FSA who in the financial year in question, as part of their employment or duties and responsibilities as a member of the board of representatives or board of directors, have earned a total annual remuneration including pension exceeding an amount corresponding to EUR 1 million. (2) The report to the Danish FSA pursuant to subsection (1) shall include the number of persons as well as the size of each unnamed person's total remuneration including pension. Penalties 19.-(1) Violation of section 2(3) and sections 5 and 6, section 7(1) and (2), 1st clause, section 9(1) and (2), 2nd clause and section 10(1), (3) and (4), sections 11-16, section 17(1) and (5), 1st clause and section 18 shall be liable to a fine. (2) Companies etc. (legal persons) may incur criminal liability according to the regulations in chapter 5 of the Criminal Code. Entry into force 20.-(1) This Act shall enter into force on 1 March 2012, cf. however subsections (3)-(4). (2) At the same time, Executive Order no of 21 December 2010 on remuneration policy and disclosure obligation on remuneration in ATP (Arbejdsmarkedets Tillægspension) and LD (Lønmodtagernes Dyrtidsfond) shall be repealed. (3) The provision in section 9(2) shall enter into force for the remuneration year (4) The provision in section 13 shall apply to agreements on redundancy pay entered into or re-negotiated after the entry into force of this Executive Order.

8 The Danish Financial Supervisory, 7 February 2012 Ulrik Nødgaard / Thomas Broeng Jørgensen