Etteplan Oyj

Remuneration Information • Feb 8, 2024

Annual Report 2023 REMUNERATION REPORT

2023

Remuneration report for governing bodies 2023

This remuneration report for governing bodies of Etteplan Oyj (Etteplan) has been prepared and published in accordance with the Finnish Corporate Governance code 2020. The remuneration report is published annually always in connection with Etteplan's corporate governance statement, and it will be presented to the shareholders in the annual general meeting following its publication.

REMUNERATION PRINCIPLES

The remuneration of Etteplan governing bodies is based on the Remuneration Policy that was presented to the Annual General Meeting held on April 2, 2020. The Remuneration Policy is applied until the Annual General Meeting in 2024, unless the Board of Directors decides to present it to the General Meeting earlier.

The principles guiding Etteplan's remuneration are result-driven and performance-based remuneration, transparent and consistent remuneration practices and systems as well as competitive overall remuneration.

The remuneration of Etteplan's personnel is strongly guided by a performance-based remuneration which is applied throughout the organization. This has led to a personnel remuneration practice that is aligned with the interests of the Company and its shareholders and helps to engage and motivate key personnel to operate in accordance with the shared goals.

The same principles are observed in the remuneration practices of the CEO. However, variable remuneration components, i.e. an annual performance bonus and a long-term incentive plan reward, constitute a significant share of the CEO's overall remuneration. This ensures maintaining a strong connection between the Company's financial performance and CEO remuneration. The Board of Directors decides on the

structure and details of variable remuneration components annually. The annual performance bonus and long-term incentive plan reward typically constitute approximately half of the CEO's overall remuneration.

The General Meeting shall decide on the remuneration payable for Board and Committee work as well as the basis for its determination. The Nomination and Remuneration Committee has been assigned the duty of preparing the remuneration of the Board. The Board of Directors shall decide on the remuneration of the CEO as well as other compensation payable to him/her. The remuneration principles for the Management Group are determined by the CEO in cooperation with the Board of Directors.

REMUNERATION AND THE FINANCIAL DEVELOPMENT OF THE COMPANY

The development of Etteplan's business operations has been consistent in recent years apart from growth slowing down during the COVID pandemic in 2020. The Company's revenue and operating profit (EBITA) have improved steadily. The Company returned to the growth path post-pandemic in 2021, and the growth continued profitably also in the financial period of 2022.

In 2023, the continued Russian aggression against Ukraine and the further elevation of geopolitical tensions due to the conflict in the Middle East increased uncertainty globally. Uncertainty, continued high inflation and rising interest rates reduced customers' willingness to invest and affected Etteplan's market somewhat negatively and slowed down the growth. Despite some signs of economic recovery in the end of 2023, the Company's revenue grew only slightly in the financial period of 2023 and the operating profit (EBITA) fell short from the previous year.

According to the Company's Remuneration Policy the CEO's remuneration is based on result and performance, and a significant part of the remuneration is constituted by variable remuneration components. As the result targets of incentive plans are linked to the result of the Company's business operations, the CEO's remuneration varies annually depending on the result of the annual performance bonus of the previous financial year as well as the result of the long-term incentive plan and the accrual of the reward. Based on the development of the Company's business operations both short-term and long-term incentive plans can be regarded effective.

Average compensation (EUR)

	2019	2020	2021	2022	2023
Chairman of the Board	74,600	92,400	84,600	83,400	84,600
Members of the Board on average	31,540	40,080	45,600	44,550	45,300
President and CEO*	491,738	805,287	519,484	748,533	1,567,173
Average Etteplan employee**	42,087	43,548	46,210	46,876	48,068

* President and CEO compensation in 2020 and 2023 include share rewards accrued in the previous three years.

** Average Etteplan employee equals personnel expenses excluding indirect employee cost divided by the average number of personnel during the year.

Market capitalization Change in market capitalization, %

OPERATING PROFIT (EBITA), EUR MILLION

-5%

365.6 346.4

REVENUE, EUR MILLION

MARKET CAPITALIZATION, EUR MILLION

REMUNERATION OF THE BOARD OF DIRECTORS IN THE FINANCIAL PERIOD OF 2023

Resolutions on the remuneration of the Board of Directors are made annually by the Annual General Meeting. According to the resolution made by the Annual General Meeting held on April 5, 2023, the annual remuneration of the Chairman of the Board is EUR 72,000 and of a member of the Board EUR 36,000. The annual remuneration is paid in cash.

According to the resolution made by the Annual General Meeting held on April 5, 2023, the remuneration for the Chairmen of the Board of Directors as well as the Audit Committee and the Nomination and Remuneration Committee is EUR 1,200 per meeting. The remuneration for each member of the Board of Directors as well as the Audit Committee and the Nomination and Remuneration Committee is EUR 600 per meeting. This attendance remuneration is paid for each meeting the Chairmen or members attend. Daily allowances and travel expenses are paid to the Board members according to the Company's travel policy.

The annual remuneration of the Board of Directors is not paid partially in shares, share-based rights, or in cash with an obligation to acquire Company shares. The members of the Board are not part of the Company's long-term incentive plan and they have not received other financial benefits during the financial period of 2023. The members of the Board do not have an employment or service contract with the Company nor do they act as advisors for the Company.

The Annual General Meeting held on April 5, 2023 elected two new members to the Board of Directors: Tomi Ristimäki and Sonja Sarasvuo. The composition of the committees of the Board of Directors also changed by the resolutions of the organization meeting of the Board of Directors held after the 2023 Annual General Meeting. As of April 2023 Leena Saarinen has only acted as a member of the Audit Committee and Mikko Tepponen as a member of the Nomination and Remuneration Committee. The Committee attendance remuneration in 2023 has been paid accordingly.

Remuneration of the Board of Directors 2023 (EUR)

	Annual remuneration	Committee attendance remuneration	Board attendance remuneration	Total
Robert Ingman, chairman, member of the NRC	72,000	1,800	10,800	84,600
Matti Huttunen, chairman of the NRC	36,000	3,600	5,400	45,000
Päivi Lindqvist, chairman of the AC	36,000	4,800	6,600	47,400
Tomi Ristimäki, member of the AC	36,000	1,200	3,600	31,800
Leena Saarinen, member of the AC*	36,000	3,600	6,000	45,600
Sonja Sarasvuo, member of the AC	36,000	1,200	4,200	32,400
Mikko Tepponen, member of the NRC**	36,000	1,800	5,400	43,200
Total	270,000	18,000	42,000	330,000

NRC = Nomination and Remuneration Committee

AC = Audit Committee

* Leena Saarinen was a member of the NRC until April 2023.

** Mikko Tepponen was a member of the AC until April 2023.

REMUNERATION OF THE CEO IN THE FINANCIAL PERIOD OF 2023

The CEO's remuneration comprises a fixed annual salary (including car, phone, and medical benefits) and variable remuneration components, i.e. an annual performance bonus and a long-term incentive plan reward. The share of the variable remuneration components was 72 percent of the CEO's overall remuneration in the financial period of 2023.

The term of notice for the CEO is six months. In the event of dismissal, the CEO is at the most entitled to receive compensation equivalent to 18 months' salary which includes the salary for a six-month term of notice. In the financial period of 2023, no additional accrual basis pension insurance policy was paid for the CEO.

Overall remuneration of the President and CEO in 2023 (EUR)

		Variable remuneration components
	Fixed annual salary (including taxable benefits)	Annual performance bonus (accrued in 2022)	Share-based incentive plan (accrued in 2020-2022)	Total
President and CEO	442,453	226,421	898,299	1,567,173

Annual performance bonus

The annual performance bonus of the CEO consists of key targets based on the Group's financial result and other financial and operative targets that are decided on annually by the Board of Directors. The maximum amount of annual performance bonus is 100 percent of the annual salary. The annual performance bonus is always paid in the financial period following the earning period.

In the financial period of 2023 the CEO received an annual performance bonus of EUR 226,421. The performance bonus was accrued in the financial period of 2022. The performance bonus was 51 percent out of the maximum amount. The proportion of the performance bonus was 20 percent of the variable remuneration components in the financial period of 2023.

In the financial period of 2023 the structure of the annual performance bonus remained unchanged and the essential targets were updated. The possible bonus will be paid in the financial period of 2024.

Share-based incentive plan

The long-term remuneration of the CEO is based on a share-based incentive plan. The Board of Directors decides on the incentive plan in three year intervals, and it is based on the strategic development of the business operations of the Group, financial indicators, and total shareholder return. In addition to remuneration, the objective of the program is to engage the CEO to the Company and align the interests of the CEO and shareholders. The potential reward of the plan will be paid in the financial period following the earning period.

The CEO belongs to a share-based incentive plan for the Group key personnel that was established by the Board of Directors on April 19, 2023. The plan includes one earning period comprising calendar years 2023-2025. The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the Company, to commit the key personnel to the Company, and to offer them a competitive reward plan based on holding the Company shares. The earnings criteria of the plan are Etteplan Group´s revenue increase and earnings per share development. Approximately 35 people belong to the plan, including the CEO and other Management Group members. The potential reward will be paid after the end of the earning period in 2026 partly in the Company's shares and partly in cash. The proportion to be paid in cash is intended to cover taxes and tax-related costs arising from the reward to the key personnel.

The CEO belonged to a share-based incentive plan which was intended for the Group key personnel and comprised the calendar years 2020-2022. The earnings criteria of the plan were Etteplan Group´s revenue increase and the development of Total Shareholder Return (TSR), and the plan included approximately 25 people. According to the decision of the Board of Directors the rewards paid on the basis of the plan corresponded to the value of an approximate maximum total of 390,000 Etteplan Oyj shares (including also the proportion to be paid in cash). The reward was paid in April 2023, and the CEO received according to the plan a total reward of EUR 898,299, constituting 26,891 Company shares and a cash reward intended to cover taxes and tax-related costs arising from the reward. The proportion of the share-based incentive plan reward was 80 percent of the variable remuneration components in the financial period of 2023.

The CEO belonged to share-based incentive plan established by the Board of Directors which was intended for the Group key personnel and comprised the calendar years 2017-2019. The earnings criteria of the plan were Etteplan Group´s revenue increase and the development of Total Share-holder Return (TSR), and the plan included approximately 20 people. According to the decision of the Board of Directors the rewards paid on the basis of the plan corresponded to the value of an approximate maximum total of 260,000 Etteplan Oyj shares (including also the proportion to be paid in cash). The reward was paid in April 2020, and the CEO received according to the plan a total reward of EUR 321,512, constituting 20,901 Company shares and a cash reward intended to cover taxes and tax-related costs arising from the reward. The proportion of the share-based incentive plan reward was 71 percent of the variable remuneration components in the financial period of 2020.

2019 2020 2021 2022 2023 REMUNERATION OF THE PRESIDENT AND CEO 2019–2023 (1,000 EUR) Share-based incentive plan 2,000 1,500 1,000 500 0 80 60 40 20 0

Annual performance bonus

Fixed annual salary (incl. taxable benefits)

ANNUAL REMUNERATION OF BOARD OF DIRECTORS 2019–2023 (1,000 EUR)

Etteplan Oyj Tekniikantie 4 D 02150 Espoo, Finland Tel. +358 10 3070 www.etteplan.com