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Componenta Oyj — Remuneration Information 2026
Mar 20, 2026
3307_rns_2026-03-20_6fa3f544-7a48-465f-a238-18c9f5f6a861.pdf
Remuneration Information
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Remuneration Report
2025
COMPONENTA
Remuneration Report 2025
Introduction
The remuneration report of Componenta Corporation ("Componenta" or "the company") has been prepared in accordance with the valid recommendations of the Corporate Governance Codes published by the Securities Markets Association. The report explains the remuneration paid and due to the Board of Directors and the President and CEO for the 2025 financial year.
The remuneration report is published at the same time as the financial statements, the Board of Directors' report and the Corporate Governance Statement, and will be presented to shareholders at the Annual General Meeting following its publication.
The remuneration of the members of Componenta's Board of Directors and President and CEO is based on the company's current remuneration policy, which was approved by Componenta's Annual General Meeting on 10 April 2024. The remuneration policy will be valid until the Annual General Meeting of 2028.
Based on the Annual General Meeting 2025, no matters were noted the remuneration report.
Componenta's key remuneration principles are remuneration based on performance and the overall remuneration of personnel. Componenta aims to motivate, encourage, attract and engage talented individuals through remuneration. The purpose of remuneration is to contribute to the favourable development of shareholder value, to develop the company's performance and to help the company in fulfilling its business strategy and attaining long-term financial benefits. Remuneration is one of the most important ways to ensure that the company's employees understand the performance targets, their own opportunities to influence the results and the causal connection between the result of operations and remuneration. Componenta aims to keep its remuneration principles and practices comprehensible and transparent.
In accordance with Componenta's values and management principles, all decisions regarding remuneration are based solely on the competence and achievements of each employee.
Performance development of the company
The Company's overall performance in 2025 was positive and showed an upward trend. Revenue increased significantly, and profitability improved substantially compared with the previous year, strengthening the Group's financial position. The order book developed favorably and was higher at the end of the financial year compared with the prior period. Strong demand in the energy and defense industries supported business development, whereas weak demand in the European agricultural machinery sector continued to reduce the capacity utilization of the Foundry operations and led to adjustment measures. During the financial year, the Company continued its development initiatives and investments, particularly to meet the needs of growing customer segments. Despite geopolitical uncertainty and changes in trade policies, Componenta's outlook for order book development remained positive. The information corresponds to the previous year.
Remuneration Report 2025
Remuneration and performance development of the company over the last five years
| EUR | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Chair of the Board | |||||
| - Annual remuneration | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 |
| Member of the Board of Directors | |||||
| - Annual remuneration^{1} | 25,000 | 25,000 | 25,000 | 30,000 | 30,000 |
| President and CEO^{2} | |||||
| - salary, remuneration and other benefits | 282,270 | 383,875 | 281,175 | 277,083 | 320,501 |
| Componenta’s personnel, excluding | |||||
| the President and CEO, salaries and | |||||
| remuneration on average excluding | |||||
| overheads | 40,700 | 42,800 | 43,570 | 41,520 | 43,797 |
| Financial key figures, EUR million | |||||
| Group net sales^{3} | 87.3 | 109.1 | 101.8 | 97.1 | 115.7 |
| Group EBITDA^{3} | 5.0 | 7.1 | 5.3 | 7.9 | 9.8 |
1 In addition, in accordance with the resolution of the Annual General Meeting of 23 April 2025, a meeting specific fee of EUR 1,000 is paid to a Board member who lives outside Finland and travels to Finland for a meeting.
2 In 2021, the President and CEO's salary and remuneration included a long-term incentive bonus of EUR 27,506. In 2022, the President and CEO's salary and remuneration included a short-term incentive bonus of EUR 122,406. In 2025, the President and CEO's salaries and fees included remuneration for the long-term incentive scheme of EUR 14,243 related to the sale and subscription of options 2018C.
3 Regarding the year 2021 additional information about continuing operations is provided in the financial statements for the year in question.
EBITDA for 2024 includes EUR 2.9 million of non-operational non-recurring revenue from the purchase of the Kalajoki factory and Sepänkylä Machining and Service Center businesses.
Remuneration of the Board of Directors in 2025
The General Meeting decides on the remuneration of the Board of Directors. The Nomination Board, composed of the company's largest shareholders, prepares proposals for the General Meeting regarding the selection and remuneration of the Board members.
In 2025, in accordance with the decision of the General Meeting, the Board members were paid a total of EUR 148,000 as annual remuneration. The remuneration of the Board of Directors was paid in cash. In accordance with the decision of the General Meeting, the travel expenses of the members of the Board of Directors were reimbursed in accordance with the company's travel policy. The Board of Directors did not establish any committees from among its members during the 2025 financial year. No variable compensation or performance-based bonuses were paid to the members of the Board of Directors. The remuneration of the Board of Directors was consistent with the remuneration policy during 2025. A meeting specific fee of EUR 1,000 was paid to a Board member who lives outside Finland and travels to Finland for a meeting.
Remuneration of the Board of Directors in 2025
| Board of Directors 2025 | Total annual remuneration, EUR | |
|---|---|---|
| Harri Suutari | Chair | 50,000 |
| Anne Koutonen | Vice Chair | 30,000 |
| Tomas Hedenborg | Board member | 30,000 |
| Lars Wrebo^{1} | Board member | 38,000 |
| Total | 148,000 |
1 Includes EUR 8,000 meeting specific fees.
Remuneration Report 2025
Remuneration of the President and CEO in 2025
The remuneration of the President and CEO was consistent with the remuneration policy during 2025.
Short-term incentive schemes
The purpose of a short-term incentive scheme is to support the achievement of the set targets and to promote commitment by setting unambiguous and measurable annual targets that have a direct impact on the company's result. Componenta's Board of Directors annually sets the terms and objectives of any short-term incentive schemes for the whole Group. Under the remuneration policy, any remuneration paid as part of a short-term incentive scheme may amount to up to half of the President and CEO's fixed annual salary. The Board of Directors may adjust the criteria for short-term incentives at its discretion.
The President and CEO is entitled to a short-term incentive bonus related to the achievement of financial targets. For 2025, the remuneration of the President and CEO for the short-term incentive scheme is EUR 95,687, to be paid in 2026. The metric was EBITDA and the realization was 65% of the maximum reward. In 2024, the company did not have a short-term incentive scheme for the President and CEO, and therefore no remuneration was paid to the CEO during the year 2025 for the short-term incentive scheme for 2024.
Long-term incentive schemes
The purpose of any long-term incentive schemes is to provide an incentive to key employees and to align their fringe benefits with the shareholders' benefits and the long-term strategy aimed at the sustainability of business operations. Long-term incentives may consist of both performance-based remuneration schemes and restricted share plans.
Based on the remuneration policy, the Board of Directors decides on any long-term incentive schemes, such as share-based remuneration schemes, and determines the earning criteria for performance-based schemes at the beginning of each scheme. The fair value of the potential bonus paid under a long-term incentive scheme can be no more than 30% of the CEO's fixed annual salary. The fair value is always calculated by using a method relevant for the incentive scheme at the beginning of the earning period. The Board of Directors decides on the bonuses paid under the scheme, and it may also change the criteria for any long-term incentives.
Stock Option Plans
Stock option plans are used to encourage key employees to commit to long-term employment at the company in order to increase shareholder value. Option rights are also intended to commit key personnel to the company.
On 31 December 2025, there are a total of 400,000 stock options held by employees or the company in Componenta's stock option plans, of which 133,348 are marked with the symbol 2023A, 133,326 are marked with the symbol 2023B and 133,326 are marked with the symbol 2023C. The stock options 2023A, 2023B and 2023C entitle to subscribe for one new share of the company or a share held by the company.
For option rights 2023A, the subscription period is 1.6.2026-31.5.2028 and the subscription price is 3.025 euros; and for option rights 2023B, the subscription period is 1.6.2027-31.5.2029 and the subscription price is 2.35 euros. For stock options 2023C, the subscription period is 1.6.2028-1.5.2030 and the subscription price is 3.97 euros.
For the stock options 2018C, the subscription period was 1.12.2023-30.11.2025 and the subscription price was 3.025 euros.
Remuneration Report 2025
The President and CEO's participation in the stock option plan
| Option rights | Option rights granted/year | Number of option rights granted to the President and CEO based on the stock option plans | Number of shares that an option right entitles its holder to subscribe for | Share subscription price, EUR | Share subscription period |
|---|---|---|---|---|---|
| 2023A | 2023 | 16,668 | 1 | 3.00 | 1 Jun 2026 to 31 May 2028 |
| 2023B | 2024 | 16,668 | 1 | 2.35 | 1 June 2027 to 31 May 2029 |
| 2023C | 2025 | 16,668 | 1 | 3.97 | 1 June 2028 to 31 May 2030 |
Overall remuneration of the President and CEO in 2025
In 2025, in accordance with the remuneration policy, the President and CEO was paid a fixed monthly salary consisting of cash and fringe benefits. In 2025, there were no requests for refunds regarding the remuneration paid to the President and CEO.
For the financial year 2025, the CEO received a remuneration of EUR 95,687 for the short-term incentive scheme, which will be paid in 2026. In 2025, no remuneration was paid to the CEO for the short-term incentive scheme for 2024, because the company did not have a short-term incentive scheme for the CEO in 2024.
| President and CEO's total remuneration in 2025, EUR | Fixed remuneration (cash, including fringe benefits) | Short-term incentive scheme | Long-term incentive schemes | Total |
|---|---|---|---|---|
| President and CEO Sami Sivuranta | 306,258 | 0 | 14,243* | 320,501 |
| Percentages | 95.6% | 0% | 4.4% | 100% |
The President and CEO's cash salary included a mobile phone benefit and health insurance.
*Sale and subscription of the 2018C options.
Remuneration Report 2025
COMPONENTA
Componenta Corporation, Head Office
Address: Teknobulevardi 3–5, 01530 Vantaa, Finland
Telephone: +358 10 403 00
Email addresses: [email protected]
www.componenta.com