MT Højgaard Holding A/S

Adjustment to the company’s long-term share-based incentive program

The board of directors of MT Højgaard Holding A/S has in accordance with the company’s remuneration policy, approved at the annual general meeting on 17 March 2020, decided to implement a limited number of adjustments and clarifications to the company’s current long-term share-based incentive program (“LTI programme”), which was introduced after the completion of the merger pursuant to the remuneration policy of 5 April 2019 applicable at that time.

The adjusted LTI programme will apply for 2020 and onwards and replaces the program applicable for 2019. The terms, overall principles and remuneration components, which applied under the LTI programme for 2019, are in all material respects carried forward in unamended form under the adjusted program.

The LTI programme for 2020 will apply in parallel with MT Højgaard Holding A/S’ short-term cash-based management bonus program.

Participants in the LTI programme have the right to invest 25-100% of bonus earned under the short-term cash-based management bonus program. The LTI programme is a revolving, conditional share program which is based on an annual right to award of shares in MT Højgaard Hold-ing A/S (“LTI award”). The shares being awarded under the LTI award are subject to a three (3) years’ vesting period.

Subject to certain conditions, the participants may achieve right to ”Matching Shares” as well as ”Dividend Shares” as further described below.

The objective of the LTI programme is to ensure concurrent interests between the management and the shareholders, to strengthen and maintain the participants’ affiliation to the group and to increase the management’s focus on the financial objectives, including a high and long-term revenue growth.

The shares to be awarded under the LTI programme are acquired from MT Højgaard Holding A/S’ stock of treasury shares (own shares).

The participants’ purchase of shares under the LTI award will be at a share price equivalent to the average market price of the shares of MT Højgaard Holding A/S in the first five (5) trading days in the qualifying year for the LTI award.

The value of the annual LTI award is calculated on an annual basis at the time of the annual general meeting’s approval of MT Højgaard Holding A/S’ annual report.

Under the LTI programme, and subject to certain conditions being met, the participants’ share of the LTI award in the share depository can either be increased with a number of additional conditional shares (”Matching Shares”) paid by the company, or decreased.