Entra : Retningslinjer for fastsettelse av godgjørelse til ledende ansatte

GUIDELINES ON THE DETERMINATION OF SALARIES AND OTHER REMUNERATION OF SENIOR EXECUTIVES AND BOARD OF DIRECTORS

Approved by the Annual General Meeting on 23 April 2021

These guidelines (the "Guidelines") have been prepared in accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act and provides the framework for the remuneration of Senior Executives, defined as the CEO and other members of the management team, and the Board of Directors (the "Board") in Entra ASA (the "Company").

1. Guidelines for management remuneration

Remuneration of Senior Executives is based on the following general principles:

• Entra shall be a professional organisation that attracts and retains skilled personnel and develops the competence of its staff. Entra thus needs to use remuneration, including competitive salaries, in order to ensure that the Group can recruit and retain competent and attractive expertise
• Moderation in the level of salaries of the Group's employees
• Management remuneration shall be competitive, but not leading
• The fixed salary shall be the main element of the remuneration, but all remuneration elements shall be considered in total
• The targets for any performance-related pay scheme shall be objective, measurable and definable, and there should be a clear correlation between the Group's business goals and the targets in such performance-related pay scheme
• Senior Executive remuneration shall be transparent and in line with the principles of good corporate governance

2. Process for determination of remuneration

The Board has established a separate Remuneration Committee. The Remuneration Committee functions as an advisory body for the Board and the CEO and is responsible primarily for:

• Making recommendations to the Board based on the committee's evaluation of the principles and systems underlying the remuneration of the CEO and other Senior Executives
• Making recommendations to the Board based on the committee's evaluation of the overall remuneration of the CEO, including the annual basis for bonus payments and bonus payments actually made
• Assisting the CEO in determining the remuneration of the other Senior Executives
• Advising the Board and the CEO in compensation matters which the committee finds to be of material or principle importance for Entra

3. Determination of remuneration in 2021

The guidelines for management remuneration set forth above form the basis for all remuneration of Senior Executives. The Board of Directors furthermore proposes that the following principles shall apply for 2021 and up until the annual shareholders' meeting in 2022.

The total remuneration of the CEO and other Senior Executives consists of a fixed package of salary and benefits supplemented by performance-based bonuses, share-basedlong-term incentive plans, employee share plans, pension and insurance arrangements.

3.1 Fixed remuneration

The fixed remuneration provided to Senior Executives includes a base salary (which is the main element of remuneration) and benefits in kind such as a car allowance, mileage agreements and telephone. The Senior Executives also have insurance coverage and other benefits in line with what is offered to the other employees in accordance with collective agreements, legislation and normal practice in Norwegian companies.

3.2 Performance-related pay

The Group operates performance-related pay schemes for Senior Executives. For the Group's Senior Executives, performance-related pay in 2021 includes a performance-related pay scheme ("STI") and a long-term performance based share incentive program ("LTI").

3.2.1 STI scheme

The STI scheme is based on set targets at Group level in accordance with Board approved scorecards for 2021, as well as predefined personal targets. The scorecard for 2021 consist of the following KPIs and topics:

• NOI margin (net operating income less administrative cost/rental income)
• Customer satisfaction score
• Energy consumption and waste management in the property portfolio
• HSE (health, safety and the environment)
• Employee satisfaction
• Compliance

For the CEO and the deputy CEO the STI scheme has a maximum limit of 50 per cent of base salary and for other Senior Executives the maximum limit is 30 per cent of base salary.

3.2.2 LTI scheme

The LTI scheme is based on two Key Performance Indicators (KPIs); Return on Equity before tax (RoE) and Total Shareholder Return (TSR), each weighting 50 per cent. The Board believes that these KPIs align the interest of Senior Executives and shareholders in a beneficial manner, even though both KPIs are also influenced by external factors beyond the control of management.

Actual performance is determined on a linear target scale between a hurdle at 100 per cent and a cap at 120 per cent for both KPIs.

1. Return on Equity: three-year average RoE before tax compared to a target determined by the Board of Directors
2. Total Shareholder Return: three-year Entra TSR performance compared to the performance of the FTSE EPRA/NAREIT index.

Overview of remuneration scale LTI scheme 2021

			Maximum LTI	Maximum LTI
			result CEO and	result Senior
			deputy CEO (%)*	Executives (%)*
Target	100	120
achived
RoE	5.5	6.6	30	20
TSR	100 % of index	120 % of index	30	20
Result LTI	0	100	60	40

• Calculated as actual achieved RoE & TSR divided by target RoE & TSR ("Result"). This Result is compared to the applicable target scale and if between 100 and 120 per cent, the linear percentage achievement is multiplied with the maximum 2021 result. I.e., if the Result is 110 per cent on the target scale, 2021 remuneration is calculated by 50 per cent multiplied by maximum 2021 result of 40 per cent and 60 per cent for Senior Executives and CEO/Deputy CEO, respectively.

The LTI remuneration will be distributed in shares which will have a vesting period of five years, whereof 1/3 matures after three years, new 1/3 after four years and the remaining 1/3 after five years. LTI remuneration is not included in the basis for pensionable salary and there is a cap on share price increase under the LTI scheme at 200 per cent share price increase.

3.2.3 Reclaiming performance-related pay

The Company shall have the right to demand the repayment of any performance-related remuneration that has been paid on the basis of facts that were self-evidently incorrect, or as the result of misleading information supplied by the individual in question.

3.3 Share purchase scheme

The CEO and other Senior Executives are eligible to participate fully in Entra's discounted employee share purchase plan on the same terms as all other employees.

3.4 Pension benefits

The CEO and other Senior Executives has a contribution-based service pension on the same terms as other employees. The contributions are 5 per cent of salaries between 0 G and 7.1 G and 15 per cent of salaries from 7.1 G to 12 G.

3.5 Board compensation for Senior Executives

The CEO and certain other Senior Executives have a number of internal directorships in subsidiaries and partly-owned companies. They do not receive any remuneration for these directorships.

3.6 Severance package arrangements

The CEO has the right to six months' severance pay based on the base salary in cases where the Board takes the initiative to terminate the employment. No other Senior Executives have pre-agreed severance pay agreements.

4. Board remuneration

The general meeting determines each year the remuneration of the Board based on the Nomination Committee's proposal. The Board's remuneration shall reflect the Board's responsibilities, expertise, and use of time and the complexity of the business. Remuneration is not dependent on results and no share options are issued to Board members.

Employee-elected members of the Board receive fees in line with shareholder-elected Board members.

5. Annual remuneration report

Pursuant to Section 6-16b of the Norwegian Public Limited Liability Companies Act, a report on salaries and other remuneration to Senior Executive personnel and the Board will be presented at the Annual General Meeting, first time at the Annual General Meeting in 2022. The report shall be made available on the Company's website.

6. Deviation from the Guidelines

The Board may decide to deviate entirely or partly from the Guidelines in individual cases provided that there are special circumstances that make such deviation necessary in order to satisfy the long-term interests of the Company or to ensure the financial viability of the Company.

7. Approval of the Guidelines

These Guidelines shall be presented to the General Meeting for consideration and approval annually and in the event of any significant modifications. These Guidelines shall be made available on the Company's website.