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Evli Oyj Remuneration Information 2026

Feb 19, 2026

3310_rns_2026-02-19_23e0fc9b-bf32-43aa-8765-73d9c1c7f0ba.pdf

Remuneration Information

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EVLI
Remuneration Report

REMUNERATION REPORT

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EVLI

Remuneration Report

Remuneration Report 2025

This Remuneration Report sets out how Evli Plc ("Evli" or "company") has implemented its Remuneration Policy in 2025 and presents the remuneration and other financial benefits paid to the members of the Board of Directors ("Board"), the Group's CEO and the Deputy CEO during the year. Remuneration of the company's governing bodies and their members is based on the Remuneration Policy approved on March 9, 2022. The policy will be applied until the Annual General Meeting 2026, unless the Board decides to bring it forward for an advisory decision at an earlier General Meeting.

The Remuneration Report has been reviewed by Evli's Compensation Committee and approved by the Board. The shareholders will make an advisory decision on the approval of the Remuneration Report 2025 at Evli's Annual General Meeting in spring 2026.

Overview of remuneration in 2025

The decision-making on remuneration has been made in accordance with the decision-making process defined in the Remuneration Policy. No temporary deviations from the Remuneration Policy were applied in 2025. Furthermore, the Board did not observe any circumstances or activities that would have resulted in a need to apply claw-back clauses applicable to the CEO's variable remuneration in 2025. The Board also did not deem it necessary to use its right to adjust the performance criteria applied in 2025.

In line with the Remuneration Policy, remuneration in 2025 has supported Evli's business strategy with a focus on creating long-term growth and shareholder value. Although a significant part of the CEO's and the Deputy CEO's total remuneration is in the form of fixed payments, performance-based components are set to encourage the achievement of targets. Remuneration is balanced to avoid excessive risk-taking. The Compensation Committee has evaluated the CEO's and the Deputy CEO's remuneration for 2025 to ensure a competitive and fair total remuneration compared to relevant peers and the market. To encourage share ownership in the company, shareholding guidelines for the CEO were in place to further support and align shareholder and top executive interests.

Development of financial performance and remuneration

Evli's business has developed positively over the past five years. The review takes into account the investment services activities carried out before the foundation of Evli Plc, during the period of Evli Bank Plc. The company has set four key performance indicators that it considers to be good proxies for its business performance. These are the development of assets under management, the recurring revenue ratio, return on equity and net commission income. From a shareholder perspective, the company has been able to provide stable returns to investors.

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Development of assets under management (BN, €)

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Proportion of recurring revenue to operating expenses (%)

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Return on equity (%)

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Net commission income (M, €)

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Dividend and earnings share (€)


EVLI

Remuneration Report

Five year development of remuneration*

2025 2024 2023 2022 2021
BOARD OF DIRECTORS
Chair of the Board of directors, EUR 90,000 90,000 90,000 90,000 90,000
Chair of the committees (on average), EUR 72,000 72,000 72,000 72,000 70,500
Other members of the Board (on average), EUR 60,000 60,000 60,000 60,000 60,000
CEO
CEO, EUR 1,157,677 939,178 844 204** 626,010 699,888
AVERAGE EMPLOYEE SALARY
Average salary for the employees, EUR4 107,803 101,468 91,376 101,203 103,598
  • The figures for 2021 are those of Evli Pankki Plc. Evli Plc was created by a partial demerger from Evli Bank Plc on April 2, 2022.
    ** In addition, the CEO received 50,000 shares granted to him in the Option-program 2019. The total value of the subscription was EUR 992,516 based on the closing price on the subscription day.
    *** The total wages and salaries amount of Evli reduced with the wages and salaries amount paid to the CEO of the Company and divided with the average number of personnel during the year (other than the CEO). Short-term incentives are considered on the year they are paid. Pensions and other social security costs are not included.

Remuneration of the Board of Directors in 2025

Evli Plc's General Meeting decides on the compensation payable to the Board members. The Annual General Meeting of March 18, 2025, made the following resolution on the compensation for attendance at meetings payable to the Chairperson and other members of the Board:

  • Chairperson of the Board EUR 7,500 per month
  • Chairperson of the committees EUR 6,000 per month
  • Members EUR 5,000 per month

The Board has established and appointed an Audit and Risk Committee and a Compensation Committee to prepare matters to be handled by the Board. In 2025, the total compensation paid to the Board members amounted to EUR 414,238. This sum is made up of meeting participation fees related to the work carried out by the Board and its committees. In 2025, the Board members did not receive any shares or share-based rights as compensation for their work, nor were they granted any other benefits.

Compensation paid to the Members of the Board in 2025, €

2025
Robert Ingman, Chairperson of the Board 90,000
Christina Dahlblom, Member of the Board 60,000
Fredrik Hacklin, Member of the Board, Chairperson of the Compensation Committee 72,000
Sari Helander, Member of the Board, Chairperson of the Audit and Risk Committee 72,000
Niko Mokkila, Member of the Board since March 18, 2025 47,381
Antti Kuljukka, Member of the Board until March 18, 2025 12,857
Tomi Närhinen, Member of the Board 60,000
TOTAL 414,238

Remuneration of the CEO and the Deputy CEO in 2025

Evli's Board adopts the principles and elements of the remunerations for the CEO and the Deputy CEO on an annual basis. The remuneration follows Evli's Remuneration Policy in force. All changes in the CEO's and the Deputy CEO's salary and remuneration are subject to the Board's approval. In accordance with the remuneration policy, variable remuneration including both short-term and long-term incentives may not exceed 200 percent of the annual fixed remuneration.

Short-term incentives

In 2025, Evli had a short-term incentive plan in place for the employees, including the CEO and the Deputy CEO. The incentive plan performance criteria are evaluated annually by the Board. The performance targets linked to the short-term incentive for the CEO and his deputy for 2025 are presented in the next table. The purpose of short-term incentives is to encourage the achievement of financial and other short-term objectives in line with the business strategy. The short-term incentive plan remuneration is dependent on the financial performance of Evli, as well as reaching strategic targets.


EVLI
Remuneration Report

Short-term incentive plan criteria in 2025

Weight Achievement, CEO Achievement, Deputy CEO
Evli Group financial performance, development of the operat- ing profit 50% Exceeded Exceeded
Group level Key Performance Indicator targets (KPI) 30–50% Partly exceeded Partly exceeded
Finalizing strategic projects 0–20% Exceeded Exceeded

Although the business environment in 2025 was characterized by growing geopolitical risks and an uncertain market environment, no adjustments were made to the performance targets. For 2025, the achievement of the criteria is shown in the table above.

For the CEO, the short-term incentives earned in 2025 amounted to approximately 29 percent of the maximum compensation in accordance with the Remuneration Policy. For the Deputy CEO, the corresponding figure was approximately 35 percent. In accordance with the regulations, the renumeration will be paid in installments: 50 percent in spring 2026 and 50 percent in steps during the next three years. The delayed remuneration is linked to the performance of Evli Plc's share price during the delay period.

Long-term incentives

The existing long-term incentive plans for the CEO and his deputy have been implemented as performance share plans (PSP). The purpose of the share-based retention plans is to encourage the executives and the selected key employees to work on a long-term basis to increase shareholder value and to commit to the company. The Board decides annually on the issuance of new plans based on the Compensation Committee's proposal within limits provided by the General Meeting.

The Performance Share Plan offers an opportunity to earn the company's shares as a reward for continuous service and retention of the company and the individual. Under performance share plans, rewards are granted on the achievement of targets linked to the plan. The grant is followed by a vesting period of at least three years. Granting is based on the Board's assessment of the achievement of the targets set for the plan at the given time. Share Plans are usually delivered to the participants after the delay period, provided that the

conditions for payment of variable remuneration are met and their employment with the company has continued uninterrupted throughout the duration of the plan and until the shares are delivered. The vesting period is further followed by a retention period of one year in accordance with the regulation set for the financial sector. The rewards under the Share Plans are paid as a combination of shares and cash. The cash component is dedicated to cover the taxes and statutory social security contributions related to shares.

No new long-term incentives were granted to the CEO or the Deputy CEO in 2025. The Deputy CEO has a long-term incentive plan in place, which started in 2023. The plan provides the possibility to earn Evli Plc Series B shares based on performance. The performance period of the plan started on January 1, 2025 and ends on December 31, 2027. The vesting of the plan is linked to the achievement of the company's performance targets. The CEO and the deputy CEO have a long-term incentive plan in place, which started in 2023. In the 2023 plan, the target group has an opportunity to earn Evli Plc's series B shares based on performance. The performance period of the plan began on September 1, 2023, and will end on December 31, 2026. The performance criteria of the plan are tied to the operating profit of the company (EBIT). The potential rewards from the long-term incentive plans are deferred and paid in compliance with the legislation governing the financial sector. In addition, the payment of the rewards is followed by a retention period of one year, during which the shares paid out as a bonus cannot be transferred.

During 2025, no share-based incentives were paid to the CEO and the Deputy CEO.

Summary of share-based incentives issued and paid to the CEO and the Deputy CEO

Plan- Installment Grant date CEO Deputy CEO Performance period Vesting period Payment year Waiting period
2023 long-term incentive plan 14.9.2023 max. 40,000 max. 40,000 3 years 3 years 2029 +1 year
2024 long-term incentive plan 16.12.2024 - max. 30,000 3 years 3 years 2030 +1 year
  • Gross number of shares before income taxes on the payment of shares

EVLI
Remuneration Report

Remuneration paid to the CEO and the Deputy CEO in 2025

Remuneration of the CEO and the Deputy CEO in 2024, €

Base salary Additional pension payment Paid short-term incentives Paid long-term incentives Total
CEO, Maunu Lehtimäki 561,440 84,216 512,021 - 1,157,677
CFO, Deputy CEO, Juho Mikola 255,768 - 240,105 - 495,873
  • Including fringe benefits.
    ** Total short-term incentives paid in 2025. The table below details the vesting periods for which short-term incentives paid in 2025 have vested. Incentive awards paid are always based on performance in previous years.

Breakdown of short-term incentives paid in 2025, €

From 2021 From 2022 From 2023 From 2024 Total
CEO, Maunu Lehtimäki 273,405 - 60,005 178,611 512,021
CFO, Deputy CEO, Juho Mikola 113,390 - 25,502 101,213 240,105

The CEO has no significant separate fringe benefits and is covered by the shared Evli Group reward system. The CEO has a six-month notice period binding on both parties. The CEO is entitled to receive a severance pay corresponding to 12-months' salary if the CEO's contract is terminated by the company.

The variable remuneration due to CEO Maunu Lehtimäki from 2025, which has not yet been paid at the time of publication of this report, amounts to EUR 330,000.

The Deputy CEO has no significant separate fringe benefits and is covered by the shared Evli Group reward system. The Deputy CEO has a notice period in accordance with the collective agreement in the financial sector binding on both parties.

The variable remuneration due to Deputy CEO Juho Mikola from 2025, which has not yet been paid at the time of publication of this report, amounts to EUR 180,000.