Board remuneration

Remuneration of members of the Board of Directors is decided by the shareholders at the general meeting annually. A proposal for the board remuneration to the general meeting is prepared by the Board of Directors’ Nomination and Governance Committee.

When preparing its proposal, the committee considers, among other things, the development of director remuneration and the level of director remuneration in peer companies. The committee has underlined the importance of aligning the interests of directors with those of shareholders and prefers payment of board remuneration in the form of shares.

Remuneration Policy (adopted by the AGM 4 April 2024)

Board remuneration in 2024 and 2023

Board remuneration in 2024
The Annual General Meeting 2024 resolved that the Chair of the Board is paid an annual base fee of EUR 231,000, the Deputy Chair of the Board EUR 145,000, and other members of the Board EUR 120,000.

The AGM further resolved that the annual committee fees remain unchanged and that the members of the Board’s committees be paid annual fees as follows:

Audit Committee: Chair EUR 45,000 and members EUR 25,000
Remuneration Committee: Chair EUR 27,500 and members EUR 10,000
Nomination and Governance Committee: Chair EUR 20,000 and members EUR 10,000

The annual base fee will be paid in Company shares and cash so that approximately 40% of the fee will be paid in the Company shares to be purchased on the Board members’ behalf, and the rest in cash. The annual committee fees will be paid in cash. If the term of a member of the Board of Directors terminates before the Annual General Meeting of 2025, the Board has a right to decide upon potential reclaim of the annual fees as it deems appropriate.

The Company will pay any costs and transfer tax related to the purchase of the Company shares. Shares thus purchased may not be transferred within two years from the purchase date or until the director’s membership in the Board has ended, whichever occurs first.

The AGM further resolved that travel and lodging expenses incurred from meetings held elsewhere than in a director’s place of residence will be paid against invoice.

Board remuneration in 2023
The Annual General Meeting 2023 resolved that the Chair of the Board is paid an annual base fee of EUR 218,000, the Deputy Chair of the Board EUR 145,000, and other members of the Board EUR 120,000.

The AGM further resolved that the annual committee fees remain unchanged and that the members of the Board’s committees be paid annual fees as follows:

Audit Committee: Chair EUR 35,000 and members EUR 15,000
Remuneration Committee: Chair EUR 27,500 and members EUR 10,000
Nomination and Governance Committee: Chair EUR 20,000 and members EUR 10,000

Board fees paid in 2023

Director	Annual fee (EUR)	40% in shares (EUR)	60% in cash (EUR)	Annual committee fee	Total remuneration (EUR)
Henrik Ehrnrooth, Chair	218,000	87,200	130,800	20,000	238,000
Kim Wahl, Deputy Chair	145,000	58,000	87,000	35,000	180,000
Pia Aaltonen-Forsell	120,000	48,000	72,000	15,000	135,000
Emma FitzGerald	120,000	48,000	72,000	10,000	130,000
Jari Gustafsson	120,000	48,000	72,000	10,000	130,000
Piia-Noora Kauppi	120,000	48,000	72,000	10,000	130,000
Topi Manner	120,000	48,000	72,000	10,000	130,000
Marjan Oudeman	120,000	48,000	72,000	15,000	135,000
Martin à Porta	120,000	48,000	72,000	27,500	147,500
Total	1,203,000	481,200	721,800	152,500	1,355,500

Transactions of managers

Board ownership

Board remuneration in previous years

Information on the board remuneration in previous years is available in the Remuneration Reports and remuneration in and before year 2019 is available in the Remuneration Statements published by the company.

Statements