Continuation of incentive programme

06 Mar 2026 12:17 CET

Since 2003, Schouw & Co. has operated long-term incentive programmes for senior
managers. The purpose of the restructured long-term incentive programme is to
promote value creation in Schouw & Co. by aligning the interests of the
individuals comprised by the programmes and the company's shareholders.

The share-based programme includes three senior managers of the Group's parent
company, who are initially granted a total of 19,200 Performance Share Units
(PSUs), of which Jens Bjerg Sørensen, CEO & President, is granted 12,200 PSUs.
The grant is based on the following terms:

The participants have received a number of PSUs, which gives a conditional right
to receive shares in the company free of charge at a later date. The PSUs
granted are subject to a vesting period until approval by the general meeting of
the annual report for the financial year 2028. The grant to each participant may
not exceed 75% of their annual base salary.

The final number of shares is determined on the basis of the KPIs defined for
the programme and can amount to between zero and 100% of the PSUs initially
granted. For the 2026 programme, the KPIs are determined for the years
2026-2027-2028, with EBITDA and ROIC (including goodwill) each being assigned a
KPI weight of 40%, while Total Shareholder Return is assigned a KPI weight of
20%. Based on the current share price, the theoretical value of the programme
can thus total between zero and DKK 12 million. The programme is covered by the
company's holding of treasury shares, which is recognised at zero in the balance
sheet.

Furthermore, the vesting of the PSUs is conditional on the holder being in
continuing employment with a group company throughout the vesting period and on
the holder complying with the general terms and conditions of the programme in
all respects. However, in the event of termination of the employment
relationship during the vesting period, the holder, if considered a Good Leaver,
will be entitled to retain a proportionate share of the PSUs granted based on
the time he or she has been employed during the performance period.

Aktieselskabet Schouw & Co.
Jørgen Dencker Wisborg, Chairman of the Board of Directors
Jens Bjerg Sørensen, President & CEO

Questions relating to the above should be directed to Jens Bjerg Sørensen, CEO,
on tel. +45 8611 2222.

More information:
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667717_2026-03-06 FBM26-13 Incentive programme ENG.pdf