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Remedy Entertainment Oyj

Remuneration Information Mar 21, 2024

3288_def-14a_2024-03-21_a230b838-4066-43d9-b62e-9372e8fef0e3.pdf

Remuneration Information

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REMEDY ENTERTAINMENT PLC

REMUNERATION REPORT 2023

REMEDY ENTERTAINMENT PLC: REMUNERATION REPORT FOR THE FINANCIAL YEAR 2023

1. Introduction

This is Remedy Entertainment Plc's (the "Company") Remuneration Report, which includes information on the remuneration paid to the Company's Board of Directors and Chief Executive Officer (the "CEO") during the financial year 2023.

This Remuneration Report will be presented to the Company's Annual General Meeting 2024, which will resolve on the approval of this Remuneration Report. The Annual General Meeting's resolution is an advisory decision.

The remuneration paid to the Board of Directors and CEO, as presented in this Remuneration Report, is based on the Company's Remuneration Policy approved by the Board of Directors. The Company's Remuneration Policy aims to promote the achievement of the Company's strategic objectives and the creation of shareholder value as well as to improve the Company's competitiveness and long-term financial performance.

The Company's Remuneration Policy and this Remuneration Report are available at the Company's website at www.investors.remedygames.com/remuneration/.

2. Development of the Board's and CEO's Remuneration

The tables below present how the remuneration of the Board of Directors and CEO has developed compared to the Company's employees' average salary and to the Company's financial performance in the five preceding financial years.

EUR 2023 2022 2021 2020 2019
Chairman of the Board of Directors (salaries
and fees paid for Board work)1)
54,000 0 48,000 36,000 36,000
Chairman of the Board of Directors (salaries
and fees paid based on employment contract)
101,040 97,744 101,040 98,240 94,740
Member of the Board of Directors2) 29,000 20,000 35,200 26,400 26,400
CEO 210,240 282,740 764,935 195,500 188,500
Average salary of a Remedy employee3) 63,852 60,103 67,862 64,808 61,532

1) Fee paid for Board chairman duties (in line with the Annual General Meeting's resolution). The Chairman of the Board of Directors did not draw any fees for Board work in 2022.

2) Calculated by dividing the annual fees for Board work with the average number of Board members.

3) Calculated by dividing the total sum of salaries and fees for the financial year (excluding the CEO and Board of Directors) with the average number of personnel during the financial year.

Paid salaries and fees 2023–2019 The Company's financial performance 2023–2019

EUR 20231) 20221) 20211) 20201) 20192)
Revenue 33.9 43.6 44.7 41.1 31.6
Operating profit (EBIT) -28.7 -0.6 11.4 7.2 6.5

1) Figures for 2020–2023 presented in accordance with International Financial Reporting Standards (IFRS). 2) Figures for 2019 presented in accordance with Finnish Accounting Standards (FAS).

3. Remuneration paid to the Board of Directors during financial year 2023 Board member Board remuneration paid in the financial year 2023 (EUR)

The Company's Annual General Meeting, held on April 13, 2023, resolved that the members to be elected to the Board of Directors will be paid the following fees for their term of office:

  • The Chairman of the Board of Directors is paid EUR 4,500 per month.
  • Other members are paid EUR 3,000 per month.

Possible travel expenses are reimbursed in accordance with the principles of the Finnish Tax Administration concerning tax-exempt travel expenses. The fees paid to Board members during the financial year 2023 were in line with the Annual General Meeting's resolution. The fees paid are presented in the following table:

Markus Mäki (Chairman) 54,000
Christian Fredrikson1) 12,000
Jussi Laakkonen 36,000
Kaisa Salakka 36,000
Sonja Ängeslevä 36,000
Henri Österlund 0
Total 174,000

1) Board member until April 13, 2023.

Board members do not participate in the Company's share-based incentive schemes, and they were not granted Company shares as fees in the financial year 2023.

In addition to serving as the Chairman of the Board of Directors, Markus Mäki served as the Company's Chief Product Officer in 2023 and as the Company's Chief Technology Officer until November 2023. The duties related to said positions are not part of the duties of the Chairman of the Board, and the salary that Markus Mäki received from this position is not included in the Board remuneration presented in this section. These fees are instead presented below in section 6.

4. Remuneration paid to the CEO during the financial year 2023

The Company's CEO's remuneration comprises a fixed salary as well as short- and long-term incentive programs. In the financial year 2023, the total remuneration paid to the Company's CEO Tero Virtala amounted to EUR 210,240. Out of this remuneration, 100% was fixed. The table below presents the salaries and fees paid to the CEO in the financial year 2023.

Paid salaries and fees in 2023 (EUR)
Basic salary1) 210,240
Short-term incentive bonuses2) 0
Long-term incentive rewards3) 0
Paid salaries and fees in total 210,240

1) The fixed salary comprises monthly basic salary including taxable benefits.

2) The CEO's short-term incentive is a cash-based bonus program based on which a potential bonus is paid to the CEO once a year.

3) The Company's long-term incentive programs comprise option plans for the Company's key personnel, including the CEO. For further information on the Company's option plans, see "Further information on the CEO's option rights" below.

In the financial year 2023, no supplementary pension benefits were paid to Tero Virtala.

5. Further information on the CEO's option rights

During the financial year 2023, the Board of Directors did not grant option rights to the CEO.

On December 31, 2023, the Company had six active option plans for its key personnel, including the CEO. By December 31, 2023, Tero Virtala had been granted options from these option plans as follows:

The subscription periods and subscription prices of the Company's option plans are presented in the table below:

Number of allocated Number of unexercised
option rights
Option plan option rights on December 31, 2023
Option Plan 2018 15,000 0
Option Plan 2019 20,000 20,000
Option Plan 2020 10,000 10,000
Option Plan 2021 12,000 12,000
Option Plan 2022 15,000 15,000
Option Plan 2023 0 0
Option plan Share subscription period Share subscription price (EUR)
Option Plan 2018 June 1, 2021 – May 31, 2024 7.02
Option Plan 2019 June 1, 2022 – May 31, 2025 9.23
Option Plan 2020 June 1, 2023 – May 31, 2026 22.21
Option Plan 2021 June 1, 2024 – May 31, 2027 47.09
Option Plan 2022 June 1, 2025 – May 31, 2028 26.64
Option Plan 2023 June 1, 2026 – May 31, 2029 27.31

During the financial year 2023, Tero Virtala did not exercise or sell any options held by him.

6. Remuneration paid to the Chairman of the Board of Directors during the financial year 2022, salaries and fees paid based on employment

In addition to serving as the Chairman of the Board of Directors, Markus Mäki served as the Company's Chief Product Officer in 2023 and as the Company's Chief Technology Officer until November 2023. Markus Mäki's remuneration in these roles consisted of a fixed basic salary. In 2023, Markus Mäki did not participate in the Company's short- or long-term incentive programs. The total remuneration paid to Markus Mäki based on his employment was EUR 101,040. The table below presents the salaries and fees paid to Markus Mäki based on his employment in the financial year 2023.

Paid salaries and fees in 2023 (EUR)
Basic salary1) 101,040
Short-term incentive bonuses2) In 2023, Markus Mäki did not participate in the Company's
short-term incentive programs.
Long-term incentive rewards3) In 2023, Markus Mäki did not participate in the Company's
long-term incentive programs.
Paid salaries and fees in total 101,040

1) The fixed salary comprises a monthly basic salary including taxable benefits.

2) The Company's short-term incentive is a cash-based bonus program.

3) The Company's long-term incentive programs comprise option plans for the Company's key personnel.

In the financial year 2023, no supplementary pension benefits were paid to Markus Mäki.

Remedy Entertainment Plc Luomanportti 3 02200 Espoo Finland

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