CORPORATE GOVERNANCE GUIDELINES

The following guidelines concerning remuneration payable to officers of the company were accepted at the 2012 AGM:

The board of directors proposes that the guidelines accepted at the 2011 AGM should continue to apply unchanged. Remuneration paid to the CEO and others in the company's management shall consist of a fixed remuneration, possible variable compensation, pension and any other customary benefits. The total sum paid must reflect market levels of compensation and the terms and conditions of payment shall reward good performance as well as give equal incentive for both the shareholders and the individual.

Fixed Compensation

Remuneration in the form of fixed compensation is to be paid in proportion to the officer's experience, responsibility and competence.

Variable Compensation

Variable compensation is to be paid in proportion to the officer's responsibility and competence. Additionally, compensation is to be both capped and based on the achievement of goals that correspond with shareholders' long-term interests. The variable compensation shall, whenever applicable, be based on quantitative and qualitative goals.

The company's cost for the variable compensation paid to the CEO and other company management is to amount to between zero and 100 per cent of the total sum of fixed remuneration paid, in line with goal-achievement.

The board proposes that the CEO and other company management in the same manner be given the right to participate in stock option plans as other staff and in accordance with the proposal the board submits at the AGM, as well as to receive any subsidised premium on the same terms as other HiQ employees.

Pension

HiQ offers its employees a premium-based pension scheme with the right to receive a pension payment from 65 years of age. Variable compensation paid is not pensionable. Retirement benefits are to be limited to 35 per cent of the amount of fixed compensation paid and to a maximum of approximately SEK 400,000 per annum and per employee.

Additional Benefits

Additional benefits provided by HiQ consist of conventional benefits given in accordance with local custom.

Termination of Employment and Severance Payment

With regard to the CEO, a mutual period of notice of six months will apply should either the company or the CEO choose to terminate the CEO's employment. Should the company choose to terminate the CEO's employment, a severance payment equivalent to ten month's salary is to be paid. Should the CEO choose to terminate his/her employment, then salary payable and other benefits are to be paid for a period of four months after employment ceases, during which time a non-compete clause will apply. In the case of the termination of the employment of other management, a mutual period of notice of three to six months will ordinarily apply.

The CEO determines the amount of remuneration payable to management. The amount of remuneration payable to the CEO is to be determined by the board.

The board may deviate from these guidelines in isolated cases if special reasons for doing so exist.

INFORMATION

The company's governance is based on the Swedish Companies Act, articles of association, the obligations associated with its listing on the NASDAQ OMX Nordic Exchange Stockholm, the Swedish Code of Corporate Governance and other applicable laws and regulations.

Corporate governance includes a set of rules and a decision-making hierarchy designed to ensure the controlled and efficient management of the company's operations, in order to meet shareholders' requirements for return on invested capital. Increased openness and transparency provide good insight into the company's operations, which contributes to effective governance. Corporate governance in Sweden has traditionally been regulated by law. In addition, industry self-regulatory bodies regularly present various regulations relating to corporate governance.

Detailed information about the Swedish Code of Corporate Governance is available at www.bolagsstyrning.se. HiQ aims to achieve a high standard through the clarity and simplicity of its management system and governing documents. Governance, management and control of HiQ is divided between the shareholders at the AGM, the Board of Directors and the auditors in accordance with the Swedish Companies Act and the Articles of Association.

Bolagsordning för HiQ International AB (publ) (pdf)

Governance reports: