Corporate Governance

Remuneration

The key principles of remuneration at Easor are transparency, market orientation, and rewarding for good performance. The Company's remuneration is gender neutral. The Company's remuneration principles apply to all of the Company's personnel.

The objective of the Company’s remuneration policy is to encourage and reward management for work that is in line with its current strategy and for compliance with set rules, as well as motivate them to strive for the success of the Easor Group.

Remuneration policy

Easor's remuneration policy sets out the principles and decision-making processes for the remuneration of the Board and the CEO, and for the key terms of their contracts.

The remuneration policy is presented to the AGM at least every four years or whenever material changes are made to it. The remuneration policy was approved at Talenom's Extraordinary General Meeting on 27 January 2026 and is valid until Easor's 2030 AGM.

Easor Group’s remuneration principles and policies are addressed by the Company’s Board. The Company does not have a separate Remuneration Committee appointed by the Board for the administration of the remuneration scheme. It has not been considered necessary, taking into account the nature and scale of the Company’s operations.

The Board monitors and supervises the functionality of the remuneration policy, the competitiveness of remuneration, and how the remuneration policy promotes the long-term objectives of the Company and the Easor Group.
The Board approves and proposes the Company's remuneration policy to the AGM. Significant changes are discussed by the Company's Board before the remuneration policy is presented to the AGM.

Decisions concerning the remuneration and the key terms of employment for the CEO and any potential deputy CEO are made by the Board within the framework of the valid remuneration policy. Decisions must always be based on the remuneration policy presented to the AGM.

In addition to the CEO, the Board appoints the other members of the Management Team and decides on the benefits paid to the members of the Management Team and other terms of the employment contracts. In addition, the Board decides on the Company’s remuneration and incentive schemes.

The remuneration of the Board is decided by the Company's AGM based on a proposal by the Board. The decision on the remuneration of the Board members is based on the valid remuneration policy presented to the AGM.

Easor's Board members are not covered by the Company's short-term performance bonus scheme, the Company's option programmes, or other long-term incentive schemes.

Remuneration of the Board in 2026

The Extraordinary General Meeting of Talenom held on 27 January 2026 resolved that the members of Easor's Board be paid monthly remuneration as follows:

  • Chairperson of the Board: EUR 3,500 per month (EUR 42,000 in a year)
  • Board members: EUR 1,850 per month (EUR 22,200 in a year)

The entire annual remuneration will be paid in cash. In addition, the members of the Board will be reimbursed for travel expenses in accordance with the Company's travel policy.

Decisions concerning the remuneration and the key terms of employment for the CEO and any potential deputy CEO are made by the Board within the framework of the valid remuneration policy.

The base salary of the CEO must be in line with the interests of the company and its shareholders. The base salary must be competitive in labor market comparison to attract and retain skilled professionals in the Company's service. The target is that the proportion of variable remuneration in the remuneration of the CEO does not exceed 100% of the fixed annual salary.

Remuneration of the CEO consists of the following elements:

Fixed salary component: monthly salary and fringe benefits

The fixed annual salary of CEO Otto-Pekka Huhtala, including fringe benefits, was EUR 231,382.00, of which fringe benefits accounted for EUR 240.00.

Short-Term Incentive Scheme

If the criteria defined annually by the Board are met, the CEO may be entitled to a performance bonus, the aim of which is that the annual bonus does not exceed 50% of the fixed annual salary. The Board defines the performance targets of the CEO. The performance period of the CEO’s short-term performance bonus is 12 months.

The criteria defined by the Board can consider the company’s net sales, EBITDA, operating profit , customer retention, operational efficiency, employee satisfaction, progress in product development, and product group-specific growth, as well as strategy implementation. The Board of Directors assesses the fulfillment of the criteria and decides on the remuneration based on an overall assessment.

Long-Term Bonus Scheme

The purpose of the long-term performance bonus is to motivate the CEO to increase shareholder value over the long term and commit the CEO to the Company. Long-term performance bonus schemes may include, for example, performance share plans and option schemes.

Other principal terms of the CEO’s employment relationship

If the criteria defined annually by the Board are met, the CEO may be entitled to a performance bonus, the aim of which is that the annual bonus does not exceed 50% of the fixed annual salary.

The CEO’s service contract can be terminated subject to a six (6) month period of notice by Easor and a two (2) month period of notice by the CEO.

The CEO's pension benefits are determined in accordance with applicable law.

In addition to the CEO, the Board appoints the other members of the Management Team and decides on the benefits paid to the members of the Management Team and other terms of the employment contracts.

The remuneration of Easor's other Management Team members consists of a monthly salary, customary fringe benefits and incentives in force at the time.

Short-term incentive scheme

The purpose of the short-term incentive scheme is to guide the performance of an individual and the organization and support the rapid implementation of strategic projects. The Executive Board is entitled to a performance bonus when predetermined criteria are met. The criteria consider the company's:

  • Revenue
  • EBITDA
  • Customer retention
  • Customer number development
  • Strategy implementation
  • operational efficiency
  • Employee satisfaction
  • progress in product development, and
  • product category-specific growth.

In addition, the Board of Directors separately assesses the performance of the Executive Board in its task. The performance bonus is determined based on a term lasting 12 months. According to the remuneration policy, the maximum bonus is at most 50% of the fixed annual salary (gross). The bonuses can also be paid with the company's shares, subject to the Board's decision.

Long-term incentive scheme

The purpose of the long-term performance bonus is to motivate the management team to increase shareholder value over the long term and further commit the CEO to the company. The company has no valid long-term incentive program in place.

Other Essential Terms of the Management Team's Employment Relationships

The pension benefits of the Management Team members are determined in accordance with applicable law.

The Board of Directors has decided on 19 March 2026 to distribute a maximum of 2,200,000 option rights free of charge to Easor Group’s 132 members of the personnel, including the CEO and other members of the management team, in line with the terms and conditions of Easor Plc’s 2026 Option Scheme. The terms and conditions are attached to this release. The decision is based on the authorisation included in the demerger plan dated 24 October 2025.

The option rights will be granted to the Group’s personnel free of charge and in derogation from the pre-emptive subscription right. There is a weighty financial reason from the company's point of view to issue the options because the options are intended to form part of the incentive and commitment plan for the Group’s personnel. Option rights encourage personnel to long-term work in order to increase shareholder value. The goal of the option rights is also to commit personnel to the employer.

The option rights entitle their holders to subscribe for a maximum of 2,200,000 new shares or shares held by the company. The shares subscribed for based on the option rights now issued will account for a maximum of 4.6 per cent of the total number of shares and votes in the company after any share subscription, if new shares are issued in the subscription.

The subscription period for the shares subscribed for with the option rights is between 1 March 2029 and 28 February 2030. The subscription price is determined based on the company’s trade-weighted average price of the day the options are issued. The subscription price is recorded in the company's reserve for invested unrestricted equity.

The theoretical market value of one option right is approximately EUR 0.16. The theoretical market value of the option rights is approximately 350,000 euros in total. The theoretical market value of an option right has been calculated by using the Black & Scholes option pricing model with the following input factors: share price EUR 0.61 euros, share subscription price EUR 0.61, risk free interest rate 2.05%, validity of option rights one year and volatility 35%. The annual expense recognized by the company for the option scheme is approximately EUR 120 thousand.

Terms and conditions of the 2026 Option Scheme

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