Disclosure on remuneration in the

E. Öhman J:or AB Group 2015

Disclosure in accordance with Article 450 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms.

Published in May 2016, updated with additional information concerning Banque Öhman S.A. in December 2016.

Background

This statement has been prepared in accordance with Swedish Financial Supervisory Authority (Finansinspektionen) regulations regarding remuneration structures in credit institutions, investment firms and fund management companies licensed to conduct discretionary portfolio management (FFFS 2011:1), the Luxembourg law of 5 April 1993 on the financial sector, circulars relating to so-called remuneration policies from the Commission de Surveillance du Secteur Financier, and Article 450 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms. The statement contains information on remuneration rules adopted by the boards of E. Öhman J:or AB, each of the Swedish companies within the E. Öhman J:or AB Group (“the Öhman Group”) that were under the supervision of Finansinspektionen as at 31 December 2015, and the Luxembourg credit institution Banque Öhman S.A., as well as information on how the relevant companies comply with the requirements regarding remuneration policy and remuneration systems set out in the above regulations.

The Öhman Group’s remuneration rules set out the grounds and principles on which variable, and to some extent non-variable, remuneration paid out to people within the framework of employment should be established in Group companies requiring a licence.

This document ends with some information on remuneration earned during the financial year 2015 within E. Öhman J:or Fonder AB, E. Öhman J:or Wealth Management AB and Banque Öhman S.A.

Decision-making and areas of responsibility

Prior to being adopted by the boards of the relevant Group companies, the remuneration policy of each company was submitted to the risk management, compliance and internal audit functions, as well as the CEO and, where applicable, the CFO of each company for opinions and comments. Before decisions are taken on significant changes in the policy, the opinions of at least the above functions in the Group companies must be sought.

The boards of the relevant companies have overall responsibility for the implementation and follow-up of the remuneration policy. In addition, the compliance function should, when appropriate and in any case annually, independently verify that the remuneration paid by each Group company complies with the relevant Group company’s remuneration policy. In the case of Banque Öhman, the audit referred to in the last sentence has instead been assigned to the internal audit function.

Decisions on, among other things, (i) the total amount of variable remuneration to be paid each financial year; (ii) remuneration for senior management and staff who have overall responsibility for one of the Group company’s control functions; and (iii) measures to follow up implementation of the remuneration policy, are to be taken by the board of directors of each Group company. The board’s decision should be prepared by a board member who has been appointed by the board to be responsible for this. The boards of the parent company E. Öhman J:or AB, E. Öhman J:or Fonder AB, E. Öhman J:or Wealth Management AB and Banque Öhman S.A. each held five ordinary board meetings in 2015.

General information about the remuneration system in the Öhman Group, the relationship between results and remuneration, and risk analysis

The Öhman Group’s intention is that the remuneration policy should result in a remuneration system that allows the Öhman Group to attract and retain competent and qualified personnel, while also being compatible with and promoting effective risk management and not encouraging excessive risk-taking.

The rules on remuneration within the Öhman Group therefore distinguish to some extent between employees who are considered to be able to influence the relevant company’s level of risk (“risk takers” and “staff whose professional activities have a material impact on the company’s risk profile”) and employees who are considered to be able to do so only to a very limited extent or not at all. The remuneration policy also contains rules that are designed, among other things, to achieve a balance between risk and reward and an appropriate balance between fixed and variable remuneration in the long term.

The remuneration rules should ensure that the Group companies’ total variable remuneration does not limit the ability of the Group companies, or the consolidated situation that the relevant companies in the Öhman Group are part of, to maintain a sufficient capital base or, if necessary, strengthen their capital base. For this purpose, the policy contains rules on risk adjustment and consideration of the cost of liquidity requirements and capital when calculating the amount available for variable remuneration, deferred payment and cancellation of remuneration in some cases.

Prior to the remuneration policy being adopted, a risk analysis was carried out on the risk of the Öhman Group’s remuneration system having an impact in the form of excessive risk-taking, which could affect the level of risk in the relevant Group companies. The risk analysis covers both the Öhman Group as a whole and its size and activities in relation to other players in the markets where the Öhman Group is active, and each business area in which the Swedish Group companies requiring a licence have activities.

It also takes into account how the Öhman Group’s exposure to excessive risk-taking may be affected by the design of the remuneration system.

The risk analysis has formed the basis for decisions on which employees within the relevant Group companies are considered to be risk-takers, employees whose professional activities have a material impact on the company’s risk profile and employees who may have a material impact on the services provided and/or the Group company’s conduct towards its customers. Variable remuneration for such staff is subject to additional restrictions compared with other employee categories and must not exceed the fixed remuneration. The variable portion of remuneration must not exceed 100% of the fixed portion of total remuneration.

In view of the overall risk analysis, determining which employees should be defined as risk-takers includes taking into account the existence and size of mandates that employees may have for conducting business on behalf of a Group company or funds managed by a Group company, as well as other professional activities that expose the Group company to risk. When determining which employees should be considered employees whose professional activities have a material impact on the company’s risk profile, the size of the employees’ remuneration has been taken into account, as have some of the positions held by these employees, in accordance with the rules relating to this in FFFS 2011:1 and the Commission’s technical standards for this area. The employees who are considered to be able to have a material impact on the services provided and/or Öhman’s conduct towards customers include asset managers, investment advisors and sales staff and their managers, staff handling complaints, account managers and product developers.

Results criteria

Various criteria are used to establish both fixed basic salary and any variable remuneration. When calculating the total amount available to be paid out in variable remuneration for the respective Group companies, the results, capital base and liquidity of the Group company and the consolidated situation are taken into account. Distribution of variable remuneration on an individual level is discretionary and decided on the basis of an evaluation of the employee’s performance in at least the past financial year. The evaluation criteria include how well the employee has met set objectives, contributed to the relevant Group company’s profitability and complied with applicable rules, whether internal or external. For employees who may have a material impact on the services provided and/or Öhman’s conduct towards customers, qualitative criteria need to be considered to at least the same degree as quantitative criteria relating to profitability. Qualitative criteria refer to criteria that encourage employees to act in the best interests of customers, such as compliance, fair treatment of customers, customer satisfaction, the outcome of investment services provided and low levels of customer complaints.

Principles for deferred payment, etc.

According to the remuneration policy, at least 40 per cent of variable remuneration must be deferred for staff who have been defined as employees whose professional activities have a material impact on the company’s risk profile and whose variable gross remuneration in any one financial year amounts to at least SEK 100,000 for the Swedish companies, and at least EUR 100,000 for Banque Öhman. For i) staff in senior management in the Swedish companies and ii) other employees whose professional activities have a material impact on the company’s risk profile and whose variable remuneration portion in a financial year exceeds a level specified in the policy, at least 60 per cent of the variable remuneration in cash is to be deferred. The deferred remuneration must be paid out over a period of three to five years after the end of the financial year that formed the basis of the remuneration. The deferral period is determined by the amount of responsibility and risk attributable to the employee in question and is detailed in the policy. Variable remuneration for staff whose duties have a material impact on the risk profile of a Group company should be cancelled in whole or in part if it is later found that any of the criteria for calculation of variable remuneration, either the total remuneration within the company or the distribution at individual level, have not been met. Remuneration should also be cancelled in whole or in part if the relevant Group company’s position has deteriorated to the point where payment cannot be justified given the relevant Group company’s financial situation.

Remuneration earned in 2015

E. Öhman J:or Fonder AB

Total fixed and variable remuneration charged as an expense in 2015 in the category staff in senior management (1 person) amounted to SEK 966,000 and SEK 228,000 respectively.

Total fixed and variable remuneration charged as an expense in 2015 in the category other staff whose professional activities have a material impact on the company’s risk profile (8 persons) amounted to SEK 8,440,000 and SEK 1,250,000 respectively

For other employees (16 persons), fixed remuneration in 2015 amounted to SEK 8,797,000, while variable remuneration amounted to SEK 981,000. The company is not divided into business areas or other profit centres. Therefore, the total amounts charged as an expense are recognised only at company level.

Total fixed and variable remuneration charged as an expense amounted to SEK 18,203,000 and SEK 2,459,000 respectively. Of the variable remuneration charged as an expense in 2015, SEK 1,759,000 has so far been paid out in 2016 and payments of SEK 700,000 have been deferred in accordance with current regulations.

In 2015, SEK 541,000 was paid out in remuneration deferred from previous years. As at 31 December 2015, deferred remuneration from previous years stood at SEK 1,129,000. Of this amount, SEK 440,000 has so far been paid out in 2016, with SEK 689,000 outstanding. No deferred variable remuneration has been cancelled in accordance with the criteria in current regulations.

No severance pay was charged as an expense in 2015. No commitments regarding severance pay or guaranteed variable remuneration were given during the year. No one individual received remuneration equivalent to EUR 1 million or more during the financial year.

E. Öhman J:or Wealth Management AB

Total fixed and variable remuneration charged as an expense in 2015 in the category staff in senior management (2.2 persons) amounted to SEK 3,229,000 and SEK 202,000 respectively.

For other staff whose professional activities have a material impact on the company’s risk profile (4.3 persons), fixed remuneration charged as an expense in 2015 amounted to SEK 5,575,000, while variable remuneration amounted to SEK 199,000. There were no other categories of staff in the company in 2015. The company is not divided into business areas or other profit centres. Therefore, the total amounts charged as an expense are recognised only at company level.

Total fixed and variable remuneration charged as an expense amounted to SEK 8,804,000 and SEK 401,000 respectively. Of variable remuneration charged as an expense in 2015, SEK 252,000 has been paid out so far in 2016, while payment of SEK 87,000 has been deferred in accordance with current regulations.

No variable remuneration deferred from previous years was payable in 2015.

No severance pay was charged as an expense in 2015. No commitments regarding severance pay or guaranteed variable remuneration were given during the year. No one individual received remuneration equivalent to EUR 1 million or more during the financial year.

Banque Öhman S.A.

Total fixed and variable remuneration charged as an expense in 2015 in the category staff in senior management (2 persons) amounted to EUR 392,605.17 and EUR 0 respectively.

Total fixed and variable remuneration charged as an expense in 2015 in the category other staff whose professional activities have a material impact on the company’s risk profile (4 persons) amounted to EUR 486,573.19 and EUR 0 respectively.

For other employees (31 persons), fixed remuneration charged as an expense in 2015 amounted to EUR 2,418,237.52, while variable remuneration amounted to EUR 106,618. The company is not divided into business areas or other profit centres. Therefore, the total amounts charged as an expense are recognised only at company level.

Total fixed and variable remuneration charged as an expense amounted to EUR 3,297,415.88 and EUR 106,618 respectively. Of variable remuneration charged as an expense in 2015, EUR 106,618 has been paid out so far in 2016, while payment of EUR 0 has been deferred in accordance with current regulations.

In 2015, EUR 334,518 was paid out in remuneration deferred from previous years. As at 31 December 2015, deferred remuneration from previous years stood at EUR 291,345. Of this amount, EUR 29,366 has been paid out during 2016, with EUR 261,979 outstanding. No deferred variable remuneration has been cancelled in accordance with the criteria in current regulations.

No severance pay was charged as an expense in 2015. No commitments regarding severance pay or guaranteed variable remuneration were given during the year. No one individual received remuneration equivalent to EUR 1 million or more during the financial year.