CEO’s Remuneration

Hannu Huttunen, between January 1, 2023 and March 31, 2023

The monthly base salary of Mr. Hannu Huttunen was in 2023 EUR 19.930, including salary but excluding fringe benefits (mobile phone).

With regard to the targets of the Short-term Incentive Plan 2022, the Board divided the targets equally between the three product and service areas. Within these sub-targets, the performance metrics had relative weights of 10 to 50 percent. The performance metrics included both financial goals (including operating profit and EBITDA) and operational goals related to the development of sales and business in the product and service areas. Under the STI program, a maximum of 60 percent of base salary could be paid to the CEO. For year 2022, the maximum payment based on the Short-term Incentive Plan was 60 % of the annual base salary.

The maximum payment of each Long-term Incentive Plan (PSP1 2020–2022, PSP1 2021-2023 and PSP1 2022-2024) was 100 % of the annual base salary.

The CEO was expected to build up the holding of the Company´s shares until the value of the holding corresponded to at least 100% of the annual gross base salary.

Johan Westermarck, between April 1, 2023 and December 31, 2023

The monthly base salary of Mr. Johan Westermarck was in 2023 EUR 27.980, including salary but excluding fringe benefits (mobile phone).

With regard to the targets of the Short-term Incentive Plan 2023, the Board has set operating profits as performance metrics.

In addition, one-off fixed Matching Share Plan was established for the CEO. The aim of the Plan is through share ownership to align the interests of the CEO with those of the Company´s shareholders and to promote shareholder value creation in the long term as well as the retention of the CEO with the Company. The fixed Matching Share Plan was a one-off plan, in which the CEO was expected to purchase shares of Bittium Corporation with at least the value of 200,000 euros at a price formed in public trading on Nasdaq Helsinki. The Company committed to match the share investment by way of the CEO receiving matching shares without consideration with a net value of 100,000 euros. In addition to the matching shares, the Company committed to the payroll tax and other taxes and tax-like charges payable in connection with the plan. The plan is not tied to the achievement of short term business objectives in accordance with the Remuneration Policy. The temporary deviation is to ensure the Company´s long-term interests taking into account long-term financial success, competitiveness and shareholder value development, among other things, in a situation where the CEO has changed.

The PSP2 does not state that the maximum award size of CEO may be up to three times of his annual base salary, as stated in the Remuneration Policy. The temporary deviation is to ensure the Company´s long-term interests taking into account long-term financial success, competitiveness and shareholder value development, among other things, in a situation where a remarkable part of the management has changed. The CEO is expected to retain in his ownership at least half of the shares received under Bittium´s share-based incentive plans until the value of CEO´s share ownership in Bittium corresponds to at least his annual gross base salary.

The Board of Directors defines and approves the essential terms of the service of the CEO, including the CEO’s remuneration, in the form of a written agreement. CEO Johan Westermarck´s service contract is effective until further notice and can be terminated by the Company with twelve (12) and by the CEO with six (6) months´ written notice.

The pension security of CEO is statutory and he does not have supplementary pension. According to the pension legislation, the lowest limit of the pension age for CEO is 65 years and 1 month at the moment.