Remuneration and incentives

Administration of Remuneration

The Annual General Meeting decides on the fees of the Chairman and members of the Board of Directors and the auditor. The Board of Directors decides and approves the terms of the CEO’s employment relationship in a written contract.

The Board of Directors also decides on the remuneration principles of the senior management and approves the personnel’s incentive scheme annually.

Board of Directors

The General Meeting decides on the remuneration paid to the Board of Directors and auditors. The Annual General Meeting resolved on May 29, 2023 to compensate the Chairman of the Board is paid a remuneration of 5,000 euros per month and the board members are paid a remuneration of 2,500 euros per month. In addition to this, it was decided that a remuneration of 500 euros per board meeting is paid to the Chairman of the Board and the board members.

According to the share register maintained by Euroclear Finland Oy, members of the Board and the CEO (Aarne Aktan) held 42,853 shares of Solteq Plc on December 31, 2022.

Chairman of the Board

The salary of the Chairman of the Board Markku Pietilä was 64,500 euros in 2022. The Chairman of the Board is not included in the bonus program of the company.

CEO

The Board decides on the service terms and conditions of the CEO, specified in writing. Currently the CEO has:

• 6 months’ period of notice.
• No additional severance pay.

The CEO and his substitute’s remuneration consists of salary in money, fringe benefits and of share and option based incentive scheme.

Remuneration paid and due to the CEOs for the financial year 2022:

• Väätäinen Olli 58 TEUR
• Lehtosalo Kari 114 TEUR
• Aktan Aarne 175 TEUR
• Total 347 TEUR

According to the share register maintained by Euroclear Finland Oy, CEO Aarne Aktan owned directly or through controlled companies 8,853 shares of Solteq Plc on December 31, 2022.

Executive Team

The remuneration of the Executive Team – excluding the CEO – consists of a fixed salary and possible short- and / or long-term incentive schemes.

Currently, the members of the Executive Team have:

• A notice period of 3 to 6 months
• An additional severance payment worth 0 to 6 months’ salary

The members of the Executive Team (excluding the CEO) held 91,503 shares of Solteq Plc on December 31, 2022.

Stock-based incentive scheme

The Annual General Meeting authorized the Board of Directors to decide on a share issue carried out with or without payment and on issuing share options and other special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act as follows:

The maximum total number of shares or other rights issued under the authorization is 1,000,000. The authorization includes the right to issue new shares and special rights or convey treasury shares. The new shares and rights can be issued and treasury shares conveyed in a directed share issue deviating from the shareholders’ pre-emptive right of subscription as part of the implementation of the company’s incentive schemes, which means there is a weighty financial reason for the company. The purpose of such incentive schemes must be to bind the company's key personnel for a period of 3-5 years. In addition, the purpose is that the now granted authorization’s maximum amount covers the company's key personnel’s incentive schemes for at least 3 years. The authorization is proposed to include the right for the Board of Directors to decide on the other terms concerning the share issue and granting special rights, including the subscription price and payment of the subscription price in cash or by using the subscriber’s receivable to offset the subscription price and record it in the company's balance sheet.

The authorization is effective until 30 April  2026. This authorization cancels the corresponding decision made by the Annual General Meeting 2022.