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Endomines Remuneration Information 2024

Mar 26, 2024

3155_rns_2024-03-26_8899940d-294c-4823-8bc6-ae7f8c08f798.pdf

Remuneration Information

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ENDOMINES

Remuneration Report 2023

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Remuneration Report

This report presents the remuneration of Endomines Finland Plc's board of directors and CEO for the period 1 January to 31 December 2023.

The merger between Endomines AB (publ) and Endomines Finland Plc has been completed on 16 December 2022, and the first trading day of Endomines shares on Nasdaq Helsinki was on 20 December 2022. The company has prepared a remuneration policy in accordance with Finnish regulations, which was discussed in the company's annual general meeting in 2023 on May 25, 2023. In 2022, Endomines AB (publ) has followed the remuneration policy in accordance with Swedish regulations.

Pricibles of remuneration

Remuneration is based on the remuneration policy, which was discussed at the annual general meeting held on May 25, 2023. The goal and central principle of the remuneration policy is to promote the company's business strategy and long-term financial success, as well as to bind the members of the institutions to act in accordance with common goals. In addition, the objective of the remuneration policy is to encourage and reward activities in accordance with the respective strategy and the achievement of the set goals. The remuneration policy is valid until the company's annual general meeting in 2027, unless the company's board of directors decides to bring it to the general meeting's advisory decision earlier. Substantial changes to the remuneration policy always require an advisory decision of the general meeting.

Remuneration of the CEO

Kari Vyhtinen has been the CEO of Endomines AB (publ) and Endomines Finland Plc since March 1, 2022. Endomines AB (publ) and Endomines Finland Plc do not have a deputy CEO.

The company's board of directors decides on the CEO's remuneration and other compensation to be paid to them annually in accordance with the remuneration policy. The CEO receives a fixed monthly salary paid monthly, as well as a variable performance bonus based on the result and the CEO's personal performance every year.

In 2023, the board of directors has not deviated from the guidelines of the remuneration policy. In 2023, CEO Kari Vyhtinen was paid a salary of 334,595 euros, including bonus of 70,595 euros (2022: 220,200 euros).

The CEO's pension is determined according to the Employment Pension Act (TyEL). No additional pension has been paid to the CEO.

Salaries and remuneration paid on average

Salaries & remuneration (EUR) 2023 2022 2021 2020 2019
Chairman of the board 57,033 29,862 39,607 36,691 40,454
Board member (average) 34,316 20,381 15,015 21,497 19,305
CEO 334,595 220,200 254,577 372,834 409,807
Employees (average) 70,663 68,567 60,561 63,194 45,092

Endomines Group's five-year development

MEUR 2023 2022 2021 2020 2019
Revenue 19.7 13.5 0.0 1.2 0.5
EBITDA -0.7 -6.4 -11.6 -10.2 -4.6

Remuneration of the board of directors

The annual general meeting decides on the remuneration of board members and committees and other financial benefits every year. The shareholders' nomination committee prepares a proposal for the general meeting. The fees paid to the members of the board in 2023 totalled 194,298 euros (2022: 141,248 euros). In 2023, approximately 30% of the annual remuneration of the board members has been paid in company shares.

The annual general meeting's decision on the remuneration of board members and committees

Remuneration (EUR) 2023 2022
Annual remuneration, chairman 35,000 35,491
Annual remuneration, member 20,000 20,281
Annual remuneration, committee chairman 5,000 5,070
Annual remuneration, committee member 2,500 2,535
Meeting fee, physical meetings 300 304

Remuneration paid to the Board of Directors

Paid remuneration (EUR) 2023 2022
Ingmar Haga (until 24.5.2022) 0 37,265
Jeremy Read 31,466 24,149
Markus Ekberg 36,393 24,149
Eeva Ruokonen 35,494 22,221
Jukka-Pekka Joensuu (chairman of the board) 57,033 22,458
Jukka Jokela (starting from 24.5.2022) 33,912 11,005
Total 194,298 141,248

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ENDOMINES