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PURPOSE AND OBJECTIVES

The purpose of the Remuneration Policy (the “Policy”) is to define core principles of remuneration of employees of European Merchant Bank, UAB (the “Bank”). The Policy establishes the basic principles of remuneration in order to reward sustainable long-term value creation in line with the interests of shareholders, investors and customers to enable the Bank to attract, retain and train talented employees with the right competence. The Policy is compulsory to all employees in the Bank. Employees are subject to inform pay system without discrimination of age, nationality, race, social status, religion, etc. The Bank aims to assimilate a multinational company structure with talented employees and aims working in cooperation.

The issues in this document will be applied in accordance with the relevant provisions specified of Labor Code of The Republic of Lithuania.

REMUNERATION PRINCIPLES

The salary which the Bank offers to employees is competitive and reflects the employee’s experience. Performance of the individual employee, the individual’s respective team/business line and whole team builds cash-based compensation. To attract and motivate employees and build long term commitment, the Bank knows that long-term equity-based compensation is an essential element. Remuneration system must not counteract the company’s long-term interests. For overtime work, like a day off that was not required by the work Schedule, on a holiday, work at night, the specific payment rates shall be established according to article 144 of the Labor Code of the Republic of Lithuania.

Fixed remuneration or monthly salary is determined in the employment contract which reflects the level of the employee’s professional experience and responsibilities set by the job description and role charter. Fixed remuneration is not related to performance. Job charters created for every department and role are reviewed by the head of department and Management Board and then published in the related company folders.

The Management Board is responsible for implementation of the Remuneration Policy and approval of respective internal procedures. The Finance Department will coordinate the implementation of the Remuneration Policy within the Bank. The Remuneration Policy is updated annually by Supervisory Board.

In the Bank, however one-time bonuses can be given by the Management decision (Supervisory Board or shareholder decision). One-time bonuses shall be given according to article 142(1(2)) of the Labor Code of the Republic of Lithuania.

REMUNERATION OF RISK TAKERS

The variable remuneration component for Risk takers (including the deferred portion) must be allocated and/or paid out only in case the Bank’s financial situation is sustainable and is related to the performance results of the unit (department) or the respective person. If the Bank’s financial performance results are negative or below the set business targets, the Bank, without breaching the requirements set by the legislation of the Republic of Lithuania, must reduce the payment of the variable remuneration component, including the deferred portion, for a certain period. The potential risk related to the employee’s performance results, the payment of the variable remuneration component in cash or allocation in non-financial instruments is deferred.

For the KPI’s met before employment termination date, the risk takers deferred remuneration can be pay after termination of employment relations.

REMUNERATION POLICY MANAGEMENT AND CONTROL

Supervisory Board reviews Remuneration Policy once a year after Management Board reviews and submits suggestions. The Internal Audit Department of the Bank must check the implementation of the Policy principles at least once a year. The Policy is submitted to Bank of Lithuania every year before 30 April of the current year, if changed. The Bank must submit the information about the employees whose professional activity and/or decisions may have a significant impact on the Bank’s risk profile to the supervisory institution within 5 business days after such amendments are approved by the Bank. Supervisory Board and Management Board should ensure Policy complies with related laws and regulations.