Biohit Oyj

Remuneration Information • Mar 20, 2024

REMUNERATION REPORT 2023

Introduction

Biohit Oyj's remuneration report has been prepared according to the remuneration reporting section instructions of the Finnish Corporate Governance Code 2020.

Biohit presented the remuneration policy to the 2020 Annual General Meeting which unanimously approved it. Biohit Oyj's Remuneration Policy will be presented in the company's annual general meeting at least every fourth year and always if significant changes are proposed to it. In the 2024 financial period, the existing remuneration policy was compiled for the members of the Board of Directors and the CEO.

Biohit's management remuneration currently consists of fixed salary, bonus and share based incentives. Biohit Oyj's Board of Directors decided in December 2021, based on the authorisation of Biohit Oyj's General Shareholders' Meeting on 9 September 2020, on a new option scheme for the Group's key personnel. In November 2022, the Board of Directors decided, based on the authorisation of the General Shareholders' Meeting on 15 June 2022, on a new option scheme, which expands the option schemes to also cover the new members of the management group. The key terms of the 2021 and 2022 option schemes are identical. The option rights granted is now 760,000 in total. The option rights enable the subscription of 760,000 class B- shares of Biohit Oyj. Option rights are issued gratuitously. The right to execute the option is conditional upon reaching the financial targets that are defined separately.

The remuneration policy is aligned with the company's strategy, and the rewards are consistent with the achieved results. Management and the employees are rewarded in a way that encourages and engages them in advancing the company's strategy as well as creating value for shareholders.

The table below presents the development of the remuneration of the Board of Directors and the CEO compared to the development of the average remuneration of the group's employees and to the group's financial development for the previous five financial years.

Remuneration of members of the board of directors

The Annual General Meeting approves the fees of Biohit Oyj's Board of Directors. A decision was made at the Annual General Meeting on 14 June 2023 to pay a fee of EUR 1,500 per meeting to the chairman and the other members of the Board of Directors.

The remuneration paid to the other members of Biohit Oyj's Board of Directors is decided by the company's Board of Directors in accordance with the company's rules on related-party transactions.

During the financial period that ended on 31 December 2023, the remuneration paid to members of the parent company's Board of Directors totalled EUR 65,000 (EUR 36,000 in 2022). Osmo Suovaniemi was paid EUR 142,000 (EUR 129,000 in 2022) for his full-time work for the company and as a member of the scientific advisory board. Franco Aiolfi, the Managing Director of Biohit Oyj's subsidiary Biohit Healthcare S.R.l., was a member of the Board of Directors until the Annual General Meeting on 14 June 2023. During this period, he received remuneration of EUR 18,000. (EUR 18,000 in 2022).

Remuneration of the Board of Directors and the CEO compared to the average remuneration and to the group's financial development

(€ 1,000)	2023	2022	2021	2020	2019
Board, total remuneration	216	183	335	344	331
CEO, total remuneration	278	232	187	232	204
Average employee remuneration*	69	64	60	59	61
Group Net Sales	13,076	10,951	9,361	7,123	10,052
Group operative EBITDA	2,188	1,804	508	-1,194	593
Group EBIT	1,825	1,125	-,478	-3,193	-1,413

Remuneration of the members of the Board of Directors

Member of the BoD	Position	BoD fees	Other remuneration	Total remuneration
Vesa Silaskivi	Chairman	8	-	8
Franco Aiolfi	Member	5	9	14
Liu Feng	Member	12	-	12
Kalle Härkönen	Member	14	-	14
Lea Paloheimo	Member	14	-	14
Osmo Suovaniemi	Member	14	142	156
Total (€ 1,000)		65	151	216

*Paid salaries in the financial statement divided by the average number of employees.

Companies under the control of members of the Board of Directors

Remuneration for the President & CEO

	2023	2022
Euroclone S.p.A, Franco Aiolfi	81	70
Total (€ 1,000)	81	70

*Member of the BoD untill Annual General Meeting on June 14, 2023

Euroclone S.p.A, a company controlled by Franco Aiolfi, provides finance, IT, quality and premises services to Biohit Oyj's subsidiary Biohit Healthcare S.R.l. In 2023, 81,000 euros were paid for these services (70,000 euros in 2022).

Remuneration for the President & CEO

The President's and CEO's remuneration consists of 203,000 euros annual fixed salary, which includes a car benefit. The President & CEO is part of the bonus programme which is based on reaching the annual targets. Bonus accrual from 2023 is 60,000 euros.

The President and the CEO is part of 2021 option scheme.

Total (€ 1,000)	278	232	187	232	204

Salaries and benefits 263 232 187 232 204 Share-based payments 15 - - - -

2023 2022 2021 2020 2019

Financial targets for 2022 were reached and the President and CEO subscribed to 20,000 of the company's B-share at a price of EUR 1.00. This generated an income taxable option benefit worth 15,000 euros.

Financial targets were also reached for 2023 and the President and CEO has the right to subscribe to 20,000 of the company's B-share at a price of EUR 1.00 and 25,000 shares at a price of EUR 2.00.

No other pension arrangements, beyond those mandated by law, are made with the President & CEO. The current retirement age for the CEO follows the Finnish Employee's Pension Act.

The President & CEO's remuneration during the notice period is dependent on the length of the work period.