Main Elements of the Management Group’s Remuneration

Bittium Investors

Main Elements of the Management Group´s Remuneration

The Board of Directors appoints the CEO and confirms the terms of his/her employment and remuneration. The Board is also responsible for appointing the members of the Company’s Management Group, approving their terms of employment and remuneration, and deciding on the principles for the Company’s remuneration systems.

In addition to base salary, the CEO and other members of the Management Group have variable pay programs to further encourage high performers. The Company has established a Short-term Incentive Plan and a Long-term Incentive Plan.

Short-term Incentive Plan

Variable pay according to the Short-term Incentive Plan will be based on achievement of targets. The earning period for the variable pay is the calendar year. The targets are set separately for each earning period. The setting of targets and the review of their achievement is decided on a one-over-one basis. The criteria for the short-term variable pay are the financial and strategic targets. In 2023 the financial targets of the Management Group have been based on operating profit. In 2024 the financial targets of the Management Group have been based on turnover and operating profit.

Long-term Incentive Plan

The new share based long-term incentive scheme of Company consists of performance share plans (“PSP”). The objectives of the Performance Share Plans are to align the interests of the Company’s management with those of the Company’s shareholders and, thus, to promote shareholder value creation in the long term, to commit the management to achieving the Company’s strategic targets and the retention of the Company’s management.

The PSP consists of three annually commencing three-year performance share plans, PSP 2023-2025, PSP 2024-2026 and PSP 2025-2027, each with a one-year performance period, which is followed by the payment of the share reward and a two-year transfer restriction period. The commencement of the following two plans, PSP 2024-2026 and PSP 2025-2027, is, however, subject to a separate Board decision which decision was not made in 2024 for PSP 2024-2026.