Remuneration Policy

1           Introduction

In accordance with the Capital Market Rules (the “Rules”) published by the Malta Financial Services Authority (the “MFSA”), MedservRegis plc (the “Company”) hereby outlines its remuneration policy (the “Policy”) in the prescribed format mandated by the Rules.

The Policy was approved by shareholders of the Company at the 2026 annual general meeting and took effect from 27 May 2026. It is intended that that this Policy will apply for three years from the date of its approval.

The purpose of this Policy is to ensure the provision of fair, transparent, and competitive remuneration for the Board of Directors (the “Board” and the “Directors”) and any person reporting directly to the Board (hereinafter the “Senior Executives”), including but not limited to the Co-Chief Executive Officers of the Company (the “Co-CEOs”). The Policy aims to align the interests of all stakeholders with those of the Company while safeguarding its long-term sustainability and strategic objectives.

To support these objectives, this Policy establishes a clear remuneration framework that outlines the principles and guidelines for determining the compensation payable to the members of the Board and the Senior Executives. The framework is designed to attract, retain, and motivate high-calibre leadership, fostering responsible governance and sustained growth.

2           Remuneration

In its function as remuneration committee, the Company’s Remuneration and Nomination Committee (the “RemNomCom” or “Committee”) is responsible for the oversight of the Company’s implementation of the Policy in accordance with Chapter 12 of the Rules. The RemNomCom is responsible to draw up and maintain a remuneration policy that attracts, retains, and motivates Directors as well as Senior Executives who have the right qualities and skills to benefit the Company. The Policy shall determine the principles and the manner in which emoluments are distributed to Directors and the establishment of remuneration packages of Senior Executives. The RemNomCom is also guided by the “Terms of Reference of the Remuneration and Nomination Committee” of the Company, which inter alia governs the composition, role and function of the Committee, the parameters of its remit as well as the basis for the processes that it is required to comply with.

The Committee is a sub-committee of the Board, derives its authority from the Board and is directly responsible and accountable to the Board.

2.1         Remuneration Framework

In general, the Committee shall determine appropriate remuneration by considering the scope of responsibilities and the individual’s experience. The remuneration framework is intended to strike an appropriate balance between fixed and variable pay components and to align executive pay with the Company’s short-term and long-term strategy.

When establishing compensation for Directors and Senior Executives, the following factors shall be taken into account:

  1. The expectation that Directors and Senior Executives dedicate their time and efforts appropriately to their roles;
  2. The extent of time, commitment and dedication required by Directors and Senior Executives in accordance with their duties and the Company’s affairs; and
  3. The provision of a fair, attractive, and competitive remuneration, benefits, and conditions, that are commensurate to the level of experience, expertise, qualifications, professional status and responsibilities of the appointed Senior Executives.

 

2.2         Directors’ Remuneration

 

2.2.1        Emoluments

The aggregate emoluments payable to the Board refer to the total fixed remuneration of the Directors.  The maximum aggregate emoluments shall be of such an amount as may from time to time be determined by the Company, subject to any notice of approval conveyed during the general meeting referring to any proposal for increasing the maximum emoluments.

Approval from shareholders shall not be sought where the Board proposes an increase which does not exceed the latest established maximum yearly emoluments approved by the shareholders of the Company.

2.2.2        Establishment of the Emoluments

The emoluments payable to Directors shall be determined by the Committee, always subject to the overall remuneration amount set by the shareholders in general meeting.

The remuneration of the Board takes into consideration required competencies, skills, effort and scope of the Board’s work, including the number of Board and committee meetings as well as the overall responsibilities of the non-executive Directors. Due consideration is also given to market realities, practices and demands for similar positions within regulated entities, the size of the Company and its importance to the local economy. The total package payable to non-executive Directors consists of a fixed fee. Each of the non-executive Directors receive the same amount in terms of fixed fees for their respective duties as non-executive Directors.

The Board is of the opinion that any risk of a conflict of interest arising as a result of the RemNomCom drawing up this Policy is significantly mitigated by the fact that the Policy will be submitted to annual general meeting for members’ consideration and approval. This risk is further mitigated by the fact that, at the annual general meeting, members will also be asked to approve the maximum annual aggregate emoluments of the Directors, as well as any increase of such emoluments.

Moreover, in order to avoid any conflict of interest, the Company’s remuneration is managed by ensuring that no individual is involved in the decision-making process related to their own remuneration. In line with best practice, non-executive Directors’ remuneration is reviewed on an annual basis by the RemNomCom, which in turn makes any recommendations for consideration by the Board.

2.2.3        Remuneration Framework for the Executive Chairman

 

For the three financial years ending 31st December 2026, 2027 and 2028 respectively, the executive Chairman will remain eligible to a fixed remuneration, coverage for medical and life insurance as well as directorship fees as well as a variable remuneration component. The variable component is calculated on the basis of the executive Chairman’s monthly base salary and is scalable upwards depending on thresholds of consolidated net profit being reached, up to a maximum.

2.3         Senior Executives’ Remuneration

The RemNomCom is also responsible to establish the remuneration of the Senior Executives. When establishing compensation for Senior Executives, the following factors shall be taken into account (in addition to those set out in section 2.1 above):

  1. The assigned duties and responsibilities of the individual concerned, including the extent of his / her involvement in the Company’s business;
  2. The expected working pattern (taking into consideration duties falling outside of ordinary working hours);
  3. The level of competencies, knowledge, skills, abilities, experience and expertise required as well as the demand and supply of such skills in the market;
  4. The legal responsibilities pertinent to the post being considered;
  5. The length of service of the individual with the Company, as well as their contribution to the Company’s reputation, financial performance, market position, growth, and overall success;
  6. Any restrictions on secondary employment and involvements in business activities imposed on the individual as part of their appointment; and
  7. The prevailing remuneration practices, employment conditions, and salary rates adopted by companies within the same industry sectors, of similar size, standing, reputation, and complexity.

 

The remuneration paid to Senior Executives shall not fall under Article 2.2 (“Directors’ Remuneration”) of this Policy.

2.3.1.   Fixed remuneration

Senior Executives shall receive fixed remuneration as set out in the Senior Executive’s employment agreement. The fixed salary of a Senior Executive shall be reflective of that individual’s experience, and the responsibilities of the role. Fixed salaries will be reviewed annually by the Committee to reflect inflationary costs, costs of living adjustments and any increases necessary to align the fixed remuneration with market standards and the responsibilities of the role.

Where, under the applicable governing law of the employment contract, it is mandatory to pay Senior Executives a bonus and / or benefits, such bonus and / or benefits shall be considered as part of the fixed salary of the relevant Senior Executive.

2.3.2.   Variable remuneration

The Committee may grant variable remuneration to Senior Executives in order to align management incentives with the long-term interests of the Company and its shareholders. The variable remuneration may comprise:

  1. Short-term incentives in the form of an annual performance-based bonus payable in cash; and/or
  2. Long-term incentives in the form of share-based awards granted under a long-term incentive share award plan of the Company approved by the shareholders of the Company.

 

2.3.3.   Short-term incentives: annual bonuses

Senior Executives may be entitled to receive additional discretionary and variable remuneration. Annual bonuses shall be payable if certain pre-established financial and non-financial targets are achieved.

As Senior Executives, the Co-CEOs, on the recommendation of the Committee, shall be entitled to share, equally, an annual cash bonus pool (the “CEO Annual Cash Bonus”) equivalent to a percentage of the Company’s consolidated audited group net profit. The CEO Annual Cash Bonus shall only be payable if a certain, pre-determined, minimum amount of audited group net profit is recorded by the Company for the relevant financial year. The CEO Annual Cash Bonus may, at the discretion of the Committee, be reduced if certain critical financial and non-financial targets are not met. The Committee shall determine the financial and non-financial targets to achieved at the beginning of the relevant financial year, or soon as practicable after the Remuneration Policy has been approved by the shareholders, as may be applicable.

The Committee shall determine whether the financial and non-financial criteria have been satisfied based on the audited financial statements of the relevant financial year.

The Annual Cash Bonus is designed to incentivise and reward the achievement of stretching short term performance targets that are directly aligned with the Group’s annual strategic and operational priorities. The bonus is structured around a balanced scorecard of financial and non-financial performance metrics, reflecting the Board’s belief that sustainable long term value creation requires not only strong financial delivery but also excellence in areas such as safety, operational performance and responsible business conduct.

The financial metrics ensure that bonus outcomes are closely linked to the group’s profitability and balance sheet discipline, whilst the non-financial metrics — including safety performance — reinforce the Group’s commitment to the health and wellbeing of its workforce and the responsible management of its operations. Together, these metrics are intended to drive the right behaviours across the organisation and ensure that short term incentive outcomes fairly reflect the overall performance of the Group during the relevant financial year.

2.3.4.   Long-term incentives

In addition to the fixed remuneration and short-term incentives detailed above in this section 2, the Co-CEOs may be eligible to participate in the long-term incentive scheme (“LTI Scheme”), approved by ordinary resolution of shareholders at the Annual General Meeting held on 27 May 2026. The LTI Scheme constitutes share-based remuneration and this section specifies vesting periods, retention of shares after vesting, and explains how the share-based remuneration contributes to the Company’s business strategy, long-term interests and sustainability.

The LTI Scheme is designed to align the interests of the Company’s executive management, particularly the Co-CEOs, with those of its shareholders, promote sustainable long-term value creation, and support the retention of key leadership talent.

Overview of the LTI Scheme

An overview of the LTI Scheme is set out below.

Definitions

The following terms shall bear the meanings set out below:

“Award” means a conditional entitlement granted to a Participant under the LTI Scheme to receive Shares in respect of a Financial Year in which the Profit Gate is met;

“Board” or “Board of Directors” means the board of directors of the Company;

“Capital Markets Rules” means the Capital Markets Rules issued by the Malta Financial Services Authority, as amended from time to time;

“Clawback” means the recovery by the Company, in whole or in part, of Shares or their cash equivalent that have already vested and been transferred to a Participant pursuant to the LTI Scheme;

“Clawback Period” means the period of three (3) years commencing on the Vesting Date of the relevant Award;

“Co-CEOs” means each of the Co-Chief Executive Officer (Operations & Business Development) and the Co-Chief Executive Officer (Finance & Strategy) of the Company for the time being, as appointed by the Board;

“Employee” means a person employed by a Group Company in the capacity of Co-CEO or subject to a service contract with a Group Company pursuant to which such person is engaged as Co-CEO of the Company;

“Final Group Net Profit” means the final (unaudited) consolidated net profit of the Group for the relevant Financial Year but excluding discontinued operations, before the deduction of any amounts accrued or payable under the LTI Scheme or any other executive incentive arrangement;

“Financial Year” means, as applicable, the financial year ended 31st December 2026, the financial year ended 31st December 2027 and the financial year ended 31st December 2028;

“Good Leaver” means a Participant who ceases to be an Employee in the circumstances set out in the Plan Rules, including death, ill-health, retirement, redundancy, termination without cause, or other Board-approved circumstances;

“Good Leaver Vesting Date” means, in the case of a Good Leaver, one hundred and fifty (150) days following the end of the Financial Year in which the Employee’s employment or service contract is terminated;

“Group” means the Company and its Subsidiaries from time to time, and “Group Company” means any member of the Group;

“LTI Scheme” or “Plan” means the Long-Term Performance Share Based Incentive Scheme adopted at the AGM, as governed by the Plan Rules;

“Lock-In” means the restriction on the transfer or disposal of Vested Shares by a Participant for a period of one (1) year following the Vesting Date;

“LTI Award Pool” means the aggregate monetary value of the Award calculated for a given Financial Year in accordance with the Plan Rules;

“Malus” means the reduction, cancellation, or lapse, in whole or in part, of an Award that has been granted but has not yet vested, applied prior to the Vesting Date;

“Notice” means the notice convening the AGM;

“Plan Rules” means the rules governing the LTI Scheme, a copy of which is available for inspection as set out in Section 7 of this Circular;

“Participant” means a person holding an Award under the LTI Scheme;

“Profit Gate” means the minimum threshold of Final Group Net Profit of €2,500,000 that must be met in a Financial Year for an Award to be granted in respect of that year;

“Remuneration and Nomination Committee” means the remuneration and nomination committee of the Board;

“Remuneration Policy” means the revised and updated remuneration policy of the Board of Directors, as described in Section 5.2 of this Circular;

“Shares” means ordinary shares in the issued share capital of the Company;

“Share Rights” means share rights granted under the LTI Scheme, each of which provides the conditional right to receive, free of charge, a Share;

“Subsidiary” means any undertaking in which the Company holds, directly or indirectly, more than 50% of the voting share capital or otherwise has the right to direct or cause the direction of the management and/or policies of that undertaking;

“Treasury Shares” means Shares repurchased by the Company pursuant to a shareholder-approved share buyback programme and held in treasury pending allocation to Participants in accordance with the LTI Scheme;

“Trigger Event” means any one or more of the events specified in Section 4.1.10 of this Circular;

“Vesting Date” means: (i) one hundred and fifty (150) days following 31st December 2028; or (ii) a Good Leaver Vesting Date, as applicable;

“Vesting” or “Vest” means a Participant becoming entitled to have Shares transferred to them in accordance with the Plan Rules;

“Weighted Average Traded Share Price” means, in respect of any Financial Year, the weighted average price of the ordinary shares of the Company traded on the Official List of the Malta Stock Exchange during that Financial Year, as calculated by reference to the official trading records of the Malta Stock Exchange for all trading days during that year.

Eligible Participants

Participation in the LTI Scheme is limited to persons employed or engaged as Co-CEO of the Company. To be eligible for an Award, a person must be an Employee and must not have given or received notice of termination.

The Award and Profit Gate

An Award is a conditional entitlement to receive Shares in respect of a Financial Year in which the Final Group Net Profit equals or exceeds €2,500,000 (the “Profit Gate”). No Award shall be made in any year in which the Profit Gate is not met. The LTI Scheme covers the three financial years ending 31st December 2026, 2027 and 2028, respectively.

Computation of Share Rights and the LTI Award Pool

The number of Share Rights comprised in each Award is determined by dividing the LTI Award Pool for the relevant Financial Year by the Weighted Average Traded Share Price for that year. Where there are two Co-CEOs, the Share Rights are divided equally between them. The LTI Award Pool equals 2% of the Final Group Net Profit where such profit is between €2,500,000 and €3,000,000, and 3% where it equals or exceeds €3,000,000. The aggregate number of Shares that may be comprised in Awards is capped at 1,000,000 ordinary shares  of a nominal value of €0.10 each (the “Plan Limit”), with no individual Participant receiving Awards of more than 500,000 ordinary shares of a nominal value of €0.10 each (the “Individual Limit”). Lapsed, forfeited, or clawed-back Shares shall not count towards either limit.

Vesting

Awards vest following a three-year period, on the date falling 150 days after 31st December 2028 (or, in the case of a Good Leaver, on the applicable Good Leaver Vesting Date), subject to the Participant’s continued employment throughout. Following the Vesting Date, notwithstanding that the Shares shall have vested and been transferred to the Participant, each Participant shall be required to retain all Vested Shares for a mandatory holding period of one (1) year from the Vesting Date (the “Lock-In”). During the Lock-In, Participants are prohibited from selling, transferring, assigning, pledging, or otherwise disposing of any Vested Shares, whether directly or indirectly. The Lock-In is intended to further align the interests of Participants with those of the Company’s shareholders by ensuring continued exposure to the Company’s share price performance beyond the vesting period.

Method of Satisfaction

Awards shall be satisfied primarily by the transfer of Treasury Shares. Where insufficient Treasury Shares are available, the Board shall have the right to satisfy Awards by a cash settlement, in accordance with the Plan Rules. Shareholder approval is accordingly being sought for a share buyback programme (as the primary sourcing mechanism).

Good Leaver Provisions

Where a Participant ceases to be an Employee prior to the Vesting Date due to death, ill-health, retirement, redundancy, termination without cause, or other Board-approved circumstances, the Award shall vest on a pro-rata basis rather than lapse entirely.

Rights of the Holder of an Award

A Participant has no voting, dividend, or other shareholder rights in respect of an Award until the Shares are transferred. Awards are non-transferable (save to personal representatives on death) and lapse immediately upon any attempted transfer or upon the Participant’s bankruptcy.

Malus and Clawback

Awards are subject to malus and clawback provisions. The Remuneration and Nominations Committee may reduce, cancel, or recover Awards where a Trigger Event has occurred, including: (a) a material misstatement in the Company’s financial statements; (b) fraud, misconduct, or dishonesty; (c) breach of employment contract or fiduciary duties; (d) breach of applicable law or regulation causing reputational harm; (e) calculation error; or (f) breach of the Lock-In. The Clawback Period is three (3) years from the Vesting Date. The Remuneration and Nominations Committee shall exercise its discretion fairly and proportionately.

Administration

The LTI Scheme shall be administered by the Remuneration and Nominations Committee, which shall have full authority to oversee the Plan.  Where the Plan requires that determinations are to be made, all such determinations shall require the approval of the Board of Directors and all decisions of the Remuneration and Nomination Committee shall be subject to the review and approval of the Board of Directors. Where required, the Remuneration and Nomination Committee shall make recommendations to the Board of Directors for approval, in relation to the interpretation of the LTI Scheme, the determination of Awards, and the resolution of any disputes arising thereunder.

3           Duration

The duration of service of Directors is regulated by the Articles of Association of the Company. Directors are appointed to the Board by the shareholders of the Company at a general meeting and shall hold office until the next general meeting.

The appointment of Senior Executives is subject to applicable employment laws and regulations. The terms of engagement of both Directors and Senior Executives are governed by a written contract clearly setting out the duties, roles, responsibilities and remuneration of the given individual.

4           Disclosure Of Aggregate Emoluments

The RemNomCom is responsible for the presentation of a remuneration report for the most recent financial year as prescribed under Appendix 12.1 to the Rules. The remuneration report shall be put forward to an advisory vote of the shareholders at an annual general meeting.