”OVERALL GUIDELINES FOR INCENTIVE PAY FOR MEMBERS OF THE EXECUTIVE BOARD AND BOARD OF DIRECTORS.

1. Introduction

Pursuant to Section 139 of the Danish Public Companies Act the Board of Directors of a listed company must have established overall guidelines for incentive pay for members of the Company’s Executive Board and Board of Directors before entering into a specific agreement on incentive pay with a member of the Executive Board or Board of Directors. The guidelines must have been considered and approved at the Company’s General Meeting.

These overall guidelines relate to non-share based bonus programmes for the Executive Board and Board of Directors of Monberg & Thorsen A/S.

“The Executive Board” comprises the managers that are registered with the Danish Commerce and Companies Agency.

Existing agreements on incentive pay that have been entered into with members of the Executive Board and/or Board of Directors prior to the adoption of these guidelines will continue on terms and conditions that have been agreed.

Any extension or amendment to such agreements shall be in accordance with these guidelines.

2. General principles for incentive pay:

Bonus agreements may be linked to a specific course of events, and may be short-term or long-term, depending on the purpose of the agreement in terms of development.

The Board of Directors decides whether it is expedient to enter into an agreement on incentive pay with a member of the Executive Board or Board of Directors. The Board of Directors also decides which type of incentive pay is appropriate in each case.

3. Members of the Executive Board:

These guidelines enable bonus pay to be agreed in the following cases:

i) Structural changes in the Group:
The Company may enter into agreements on bonus with a member of the Executive Board in connection with significant structural changes in the Group, so that an extraordinary bonus will be payable in the event of the member in question providing assistance in connection with, for example, the acquisition or disposal of enterprises or individual business areas, mergers, the conclusion of strategic alliances, etc.

Members of the Executive Board may also be eligible for retention bonus, loyalty bonus and similar in connection with the implementation of structural changes in the Group.

The individual members of the Company’s Executive Board can earn bonus corresponding to up to two years’ salary for assistance in connection with such events.

ii) Special measures:
Agreements on payment of bonus may be entered into with individual members of the Executive Board in relation to the handling and implementation of specific projects defined by the Group.

When entering into a bonus agreement, the Company takes into account the nature, scope, duration, etc., of the project.

Bonus in connection with such tasks cannot exceed six months’ salary.

iii) Performance-related bonus:
Bonus agreements may be entered into with individual members of the Executive Board in connection with the achievement of set targets based on the Group’s financial results.

Bonus in connection with performance-related criteria cannot exceed six months’ salary.

The payment of bonus depends, in all instances, on whether the specific targets and conditions set out in the agreement have been met, and may also be based on the individual Executive Board member’s personal performance, the Group’s results and the occurrence of a specific event.

4. Members of the Board og Directors:

Bonus agreements may be entered into with members of the Board of Directors in the following situation:

Performance of extraordinary tasks:
In connection with the performance of extraordinary tasks, the Company can offer members of the Board of Directors remuneration beyond the remuneration fixed for Board of Directors.

5. Publication

These overall guidelines were adopted at Monberg & Thorsen A/S’s Annual General Meeting on 28 April 2008.

The guidelines enter into effect on publication on the Company’s website www.monthor.com immediately after the General Meeting.