Remuneration Information • Mar 20, 2023
Remuneration Information
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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 2022.
This Remuneration Report will be presented to the Company's Annual General Meeting 2023, 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 Remuneration Policy will be on the Annual General Meeting's agenda for the first time in the Annual General Meeting 2023. The Company's Remuneration Policy aims to promote the achievement of the Company's strategic objectives and creation of shareholder value as well as to improve the Company's competitiveness and longterm financial performance.
The Company's Remuneration Policy and this Remuneration Report are available at the Company website at investors.remedygames.com/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 | 2022 | 2021 | 2020 | 2019 | 2018 |
|---|---|---|---|---|---|
| Chairman of the Board of Directors (salaries and fees paid for Board work)1) |
0 | 48,000 | 36,000 | 36,000 | 36,000 |
| Chairman of the Board of Directors (salaries and fees paid based on employment contract) |
97,744 | 101,040 | 98,240 | 94,740 | 94,740 |
| Member of the Board of Directors2) | 20,000 | 35,200 | 26,400 | 26,400 | 26,400 |
| CEO | 282,740 | 764,935 | 195,500 | 188,500 | 184,000 |
| Average salary of a Remedy employee3) | 72,047 | 66,488 | 65,213 | 61,876 | 56,226 |
1) Fee paid for the duties of the Chairman of the Board (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) with the average number of personnel during the year.
| EUR | 20221) | 20211) | 20201) | 20192) | 20182) |
|---|---|---|---|---|---|
| Revenue | 43.6 | 44.7 | 41.1 | 31.6 | 20.1 |
| Operating profit (EBIT) | -0.6 | 11.4 | 7.2 | 6.5 | 0.6 |
1) Figures for 2020–2022 presented in accordance with International Financial Reporting Standards (IFRS). 2) Figures for 2018–2019 presented in accordance with Finnish Accounting Standards (FAS).
The Company's Annual General Meeting, held on April 13, 2022, resolved that the members to be elected to the Board of Directors will be paid the following fees for their term of office:
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 2022 were in line with the Annual General Meeting's resolution. The fees paid are presented in the following table:
| Board member | Board Remuneration paid in the financial year 2022 (EUR) |
|---|---|
| Markus Mäki (Chairman) | 04) |
| Christian Fredrikson | 36,000 |
| Jussi Laakkonen | 24,0004) |
| Ossi Pohjola1) | 12,000 |
| Kaisa Salakka2) | 24,000 |
| Sonja Ängeslevä3) | 24,000 |
| Henri Österlund | 04) |
| Total | 120,000 |
1) Board member until April 13, 2022
2) Board member from April 13, 2022
3) Board member from May 2, 2022
4) Markus Mäki, Jussi Laakkonen, and Henri Österlund have waived their Board remuneration in 2022.
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 2022.
In addition to serving as the Chairman of the Board of Directors, Markus Mäki served as the company's Chief Technology Officer in 2022. 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.
The Company's CEO's remuneration comprises a fixed salary as well as short and long-term incentive programs. In the financial year 2022, the total remuneration paid to the Company's CEO Tero Virtala amounted to EUR 282,740. Out of this remuneration, 73% was fixed salary and 27% variable remuneration. The table below presents the salaries and fees paid to the CEO in the financial year 2022:
| Paid salaries and fees in 2022 (EUR) | |
|---|---|
| Basic salary1) | 207,740 |
| Short-term incentive bonuses2) | 75,000 |
| Long-term incentive rewards3) | Tero Virtala was awarded 15,000 option rights from the Option Plan 2022 |
| Paid salaries and fees in total | 282,740 |
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. Earned in 2021 and paid in 2022. At the time of publication of this Remuneration Report, the size of the short-term incentive bonus earned in 2022 and to be paid in 2023 was not yet determined.
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.
The short-term incentive bonus was paid to Tero Virtala based on the achievement of financial targets set by the Board of Directors that related to the Company's operating profit. In the financial year 2022, no supplementary pension benefits were paid to Tero Virtala.
During the financial year 2022, the Board of Directors granted Tero Virtala 15,000 option rights without payment from the Option Plan 2022. These were granted based on the achievement of financial, operational and strategic targets set by the Board of Directors1). When making the evaluation The Board of Directors has considered the performance of Tero Virtala during the evaluation period and how he has supported the Company's success the past year as well as strengthened the foundation for the future success. Pursuant to the terms of the Option Plan 2022, the subscription period with option rights 2022 begins on June 1, 2025, and the subscription price is EUR 26.64 per share.
On December 31, 2022, the Company had five active option plans for its key personnel, including the CEO. By December 31, 2022, Tero Virtala had been granted options from these option plans as follows:
| Number of allocated | Number of unexercised option | |
|---|---|---|
| Option Plan | option rights | rights on December 31, 2022 |
| 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 |
1) The Company's Board of Directors resolved on September 20, 2022 to launch the Option Plan 2022 for the Company's key persons based on an authorization granted by the Annual General Meeting held on April 13, 2022.
The subscription periods and subscription prices of the Company's option plans are presented in the table below:
| 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 |
During the financial year 2022, Tero Virtala did not exercise or sell any options held by him.
In addition to serving as the Chairman of the Board of Directors, Markus Mäki served as the company's Chief Technology Officer in 2022. Markus Mäki's remuneration as Chief Technology Officer consisted of a fixed basic salary. In 2022, 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 97,744. The table below presents the salaries and fees paid to Markus Mäki based on his employment in the financial year 2022:
| Paid salaries and fees in 2022 (EUR) | |
|---|---|
| Basic salary1) | 97,744 |
| Short-term incentive bonuses2) | In 2022, Markus Mäki did not participate in the Company's short-term incentive programs. |
| Long-term incentive rewards3) | In 2022, Markus Mäki did not participate in the Company's long-term incentive programs. |
| Paid salaries and fees in total | 97,744 |
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 2022, no supplementary pension benefits were paid to Markus Mäki.
Remedy Entertainment Plc. Luomanportti 3 02200 Espoo Finland
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