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Evli Oyj Remuneration Information 2026
3310_rns_2026-02-19_ef437805-c9e3-4875-9ce0-d3c9e5af2160.pdf
Remuneration Information
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EVLI
Remuneration Policy
REMUNERATION POLICY
EVLI
Remuneration Policy
Remuneration Policy
The Remuneration Policy of Evli Plc ("Evli" or "company") describes the general principles and the framework concerning the remuneration of the Board of Directors and the CEO. The policies regarding the CEO also apply to a potential Deputy CEO. Evli also complies with the Finnish Corporate Governance Code issued by the Securities Market Association. The objective of Evli Group's remuneration model is to support the implementation of the company's strategy and to promote the company's competitiveness and long-term financial success. A further aim is to contribute to a positive trend in shareholder value, committing Evli's Board of Directors and CEO to the company's objectives in the long run.
Evli complies with the Securities Market Association's Corporate Governance Code. This Remuneration Policy has been prepared in accordance with the Corporate Governance Code 2025. The Remuneration Policy is presented at Evli's Annual General Meeting (AGM) at least every four years and whenever significant changes are proposed. This Remuneration Policy will be presented to the Annual General Meeting in 2026. The Remuneration Report published annually describes how the company has implemented its Remuneration Policy. The Remuneration Report is approved at Evli's AGM.
In all remuneration, Evli complies with applicable financial regulations. This Remuneration Policy has been prepared taking into account the applicable regulations and Evli Group's overall remuneration model and remuneration principles for all employees.
The Group's remuneration model consists of the following elements:
- A competitive fixed basic salary constitutes a solid foundation for maintaining and constantly developing basic functions.
- A short-term variable remuneration, in accordance with the annual remuneration plan approved by the Board of Directors, is used to promote both Evli's short-term growth objectives and the attainment of its strategic targets.
- Long-term variable remuneration is used to support the company's strategic development and to support commitment of management and key employees.
In accordance with the remuneration principles, the short-term and long-term variable remuneration may not exceed 200 percent of the annual fixed salary.
Decision-making relating to remuneration
The Remuneration Policy has been prepared by the Board's Compensation Committee and approved by the Board for presentation to the General Meeting. The compliance, performance, and outcomes of the Remuneration Policy are monitored by the Compensation Committee and the Board of Directors. The company's internal audit conducts an annual audit of the remuneration.
The remuneration of members of Evli Group's bodies is always decided by the body that has appointed them.
Evli's AGM decides on the compensations payable to the members of the Board of Directors. The company's Shareholder's Nomination Board is responsible for preparing the remuneration proposal. The principles and elements of the remuneration of the CEO and any Deputy CEO are approved by Evli's Board in accordance with this Remuneration Policy. The Compensation Committee, appointed by the Board, prepares proposals on matters related to remuneration for decision-making by the Board. All changes to the CEO's salary and remuneration or executive contract are made by the Board based on a proposal by the Compensation Committee in accordance with the Remuneration Policy.
EVLI
Remuneration Policy
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Elements of the remuneration
| ELEMENT OF THE REMUNERATION | PURPOSE AND LINK TO STRATEGY | DESCRIPTION |
|---|---|---|
| Fixed salaries | The aim is to recruit and commit high-quality experts to implement the company's strategy. | The base salary includes taxable fringe benefits (for example, a mobile phone). When evaluating the base salary level, a variety of factors can be taken into account, such as market conditions, competitiveness, past performance, and individual skills, as well as experience in the company and in business management. The base salary is, in principle, reviewed annually. |
| Short-term Incentives (STI) | The purpose is to encourage and guide in achieving short-term financial and operational goals. | The short-term incentive scheme is based on one-year performance criteria. Rewards are paid in cash after the end of the performance period, based on the achievement of the targets. The maximum pay-out for the annual incentive is capped. Short-term incentives are tied to the company's financial success, adherence to policies and guidelines, and ensuring solvency. |
| Long-term incentives (LTI) | The purpose is to encourage for long-term shareholder value growth and commitment to the company. | Typically share based incentives. The issue of new shares, if any, is decided by the Board of Directors within the limits set by the General Meeting. Long-term incentive programs generally include a minimum three-year vesting period. The Board of Directors sets the targets, indicators and their weightings that may be the basis for the incentives. At the end of the vesting period, the Board of Directors can evaluate the payment criteria to determine the final payment level. |
| Pension | The purpose is to provide a pension in accordance with local market practices. | The retirement age and any supplementary pension arrangements provided are decided by the Board of Directors in line with market practices. |
| Share ownership | The purpose is to ensure strong alignment between the interests of the CEO and the shareholders in the longer term. | The Board decides on the long-term target share ownership for the CEO. |
EVLI
Remuneration Policy
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Remuneration of the Board of Directors
The remuneration of the Board of Directors is decided by the General Meeting, primarily based on a proposal by the Shareholder's Nomination Board. The decision on the remuneration of the Board members shall be based on the Remuneration Policy presented to the AGM and currently in force.
The remuneration of the Board members of consists of a fixed monthly compensation and possible compensation for meeting attendance. The Chairperson of the Board and the chairpersons of the committees appointed by the Board may be paid an increased compensation.
In situations in which a Board member participates in project-based activities to develop the company's operations outside the work carried out by the Board, a separate compensation may be paid for such work at the Board's discretion. In addition to the monthly compensation and possible compensation for meetings, the Board members are compensated for their travel expenses. In principle, the compensation and allowance of the Board are paid in cash.
Remuneration of the CEO
Evil's Board of Directors of adopts the principles and elements of the CEO's remuneration on an annual basis in line with the Remuneration Policy in force. All changes to the CEO's salary and remuneration are subject to approval by the Board.
The CEO's remuneration is comprised, in principle, of a fixed salary and short-term and long-term variable remuneration. In addition, the CEO may be granted a separate, reasonable retirement plan or other benefits to ensure that a competent CEO is committed to the company's development.
The amount of the CEO's variable remuneration and the relative proportion to his fixed salary are within the limits set by financial regulations. The CEO's short-term and long-term variable remuneration may not exceed 200 percent of the annual fixed salary.
The variable remuneration is linked to the company's financial success and the achievement of its strategic goals. If deemed pertinent, the company may, by a decision of the Board, decide not to pay the variable bonus, in whole or in part. The Board decides on the long-term variable remuneration for the CEO on a case-by-case basis.
In certain circumstances, the company is obliged to defer payment of the variable bonus. In such case, the company will defer payment of the variable bonus in accordance with the financial market regulation. The
amount of the bonus payable after the deferral depends on the financial performance of the company during the deferral period and may even be zero. The company expects that the CEO will not hedge with his/her personal actions against any risk related to the amount or timing of future variable remuneration. In certain circumstances, the company may also reclaim a variable bonus already paid.
The company has also always the right to reclaim a variable bonus already paid if, after such payment, it becomes apparent that the person receiving the bonus has endangered the financial position of the company, violated the company's operating principles and practices, or contributed to such conduct through neglect. The CEO has a notice period consistent with current market practices. Similarly, in cases where the CEO's contract is terminated by the company, he/she is entitled to severance pay in accordance with prevailing market practices.
The above matters concerning the CEO also apply to a potential Deputy CEO.
Conditions for temporary deviation
The remuneration of the company's bodies must, in general, be based on the Remuneration Policy approved by the General Meeting. Deviations from the policy's principles can only be made if the achievement of the company's long-term goals and strategy is otherwise judged to be at risk. The option to temporarily deviate from the Remuneration Policy of the bodies is intended to apply only in exceptional circumstances in which the core operating circumstances of a listed company have, after the General Meeting's consideration of the bodies' Remuneration Policy, changed as a result of a change of CEO or a merger or an acquisition proposal, and the existing Remuneration Policy is thus no longer appropriate in the changed circumstances.
Deviation is also possible in situations where remuneration policy would not be possible due to remuneration restrictions under financial regulations. If the deviation from the Remuneration Policy is expected to continue other than on a temporary basis, the company shall draw up a new Remuneration Policy, which will be discussed at the next AGM. Because of the provisions regarding the notice to the AGM and the availability of the meeting materials, there may be insufficient time to submit a new Remuneration Policy to the next AGM if the need for deviation arises close to the time of the meeting. In such a case, the Remuneration Policy shall be submitted to the General Meeting for which it can be appropriately prepared.
If the temporary deviation from the Remuneration Policy concerns the remuneration of a new CEO or is due to a corporate restructuring or similar exceptional circumstances, the new remuneration terms will apply as agreed regardless of the duration of the temporary deviation. Deviations from the policies and principles of the policy are documented and reported to the Board of Directors and as part of the remuneration report at the AGM.