The annual general meeting held on 15 May 2025 resolved to implement a long-term incentive program in the form of a share saving program. The purpose of the incentive program is to encourage a broad ownership amongst the company’s employees, facilitate recruitment, maintain competent employees, increase the alignment of interest between the employees and the company’s shareholders and increase motivation to reach or exceed the company’s financial targets.

20 employees in Karnov participate in the share savings program. The participants are divided into four different categories depending on position. Category 1 includes the Group CEO, category 2 includes the CFO and the regional CEOs, category 3 includes the Group management (Senior Executives) and category 4 includes a number of key position holders.

The employees participate in the program by allocating acquired or already held ordinary shares to the program (so-called savings shares). The maximum investment permitted in savings shares depends on the category of the participant. The participants have allocated a total of 59,706 savings shares to the program.

Participants who retain the savings shares during the program’s vesting period of at least three years and also remain employed by Karnov throughout the whole vesting period will at the end of the period be eligible for free additional ordinary shares. The allotment of free additional shares is dependent on the Company’s ordinary share’s total shareholder return (TSR) exceeding certain thresholds during the Vesting Period, as defined in the annual general meeting’s resolution, during 2025–2028.

Vesting occurs according to the thresholds below:

  1. If the Company’s TSR equals or exceeds 26 per cent of the Initial Share Price, 40 per cent of the Performance Shares will vest;
  2. If the Company’s TSR equals or exceeds 40 per cent of the Initial Share Price, 55 per cent of the Performance Shares will vest;
  3. If the Company’s TSR equals to or exceeds 56 per cent of the Initial Share Price, 85 per cent of the Performance Shares will vest;
  4. If the Company’s TSR equals or exceeds 73 per cent of the Initial Share Price, 90 per cent of the Performance Shares will vest; and
  5. If the Company’s TSR equals or exceeds 91 per cent of the Initial Share Price, 100 per cent of the Performance Shares will vest.

If the Company’s TSR is less than 26 per cent of the Initial Share Price during the entire Vesting Period, no vesting or allocation of Performance Shares will occur.

Full allotment would mean that the total number of shares under the program amount to no more than 226,176 ordinary shares, corresponding to approximately 0.2 per cent of the total number of shares outstanding in the company.