Remuneration

Board of Directors’ Fees

According to the Finnish Companies Act, the General Meeting of Shareholders decides on the fees payable to the members of the Company’s Board of Directors. 

On 2 April 2025, the Annual General Meeting of Sitowise decided to maintain the Board of Directors’ remunerations unchanged. The remuneration of the Chair of the Board is EUR 4,750 per month and the remuneration of other members of the Board is EUR 2,250 per month. In addition, an attendance allowance of EUR 1,000 will be paid for each meeting to the Chair of the Board and the Chairs of the Committees. An attendance allowance of EUR 400 will be paid for each meeting to the other members of the Board. The Board members’ travel expenses will be compensated according to the company’s travel guidance.

Remuneration of the CEO, Debuty CEO and Members of Group Management Team

The remuneration of the CEO, Debuty CEO and the other members of the Group Management Team consists of a base salary and fringe benefits as well as performance-based short-term and long-term incentives. The Board of Directors decides on the remuneration of the CEO, Debuty CEO and other members of the Group Management Team annually based on the proposals of the Personnel Committee. The Board of Directors also approves the terms and conditions of the short-term and long-term incentive schemes, which are prepared by the Personnel Committee.

The objective of the remuneration of the company's management is to promote the implementation of the company's growth strategy and the achievement of the company's long-term financial targets, competitiveness and the favourable development of shareholder value. Sitowise is guided by an ambitious target to be the most responsible partner in developing a prosperous living environment and remuneration is used as one tool to guide us toward the goal. Remuneration consists of fixed and variable components, of which the variable components are based on predetermined and measurable performance and performance criteria. Maximum limits have also been set for the variable remuneration components.

Elements of executive remuneration

Base salary and fringe benefits

The base salary is paid monthly in cash. The base salary includes fringe benefits, such as car and phone benefits. The CEO has an occupational health care benefit paid on top of the salary, which covers pregnancy monitoring. In 2026, CEO Anna Wäck's base salary will be EUR 276,000 per year and Debuty CEO Jannis Mikkola's EUR 252,000 per year.

Short-term incentive (STI) for the CEO, Debuty CEO and other members of the Group Management Team

The Board of Directors annually sets performance indicators related to the short-term incentive bonuses (STIs) of the CEO, Debuty CEO and other members of the Group Management Team as well as the related targets and weights for a one-year performance period. The metrics may vary from year to year to align with the company's strategic goals.

For 2026, the targets for the short-term incentive for the CEO and the Debuty CEO (with equal weighting) are as follows:

• Swedish operations: profitability improvement
• Finnish operations: strong performance and profitability
• Financing: balance sheet

Maximum levels of the short-term incentive

The maximum levels of incentives for the CEO, Debuty CEO and other members of the Group Management Team are presented in the table below. The maximum levels are presented as a percentage of the base annual salary

 Long-term incentives for the CEO, Debuty CEO and other members of the Group Management Team

In March 2021, the company's Board of Directors decided to establish a long-term incentive plan. The target group of the option plan includes the CEO and other members of Sitowise's management team, as well as approximately 300 Sitowise key employees who have been separately invited to the plan. The objective of the arrangement is to encourage Sitowise's key employees to acquire long-term shareholdings in the company so that the receipt of options requires an investment in shares. In addition, the options encourage the key employees in the target group to work in the long term to increase shareholder value and aim to commit the key employees.

The stock options were issued free of charge. Each stock option entitles the holder to subscribe for one Sitowise Group Plc share (SITOWS) at the price determined in accordance with the stock option terms and conditions and for the period specified in the stock option terms and conditions. The 2021A options had a three-year binding period and the share subscription period ended on 31 March 2025. The options expired as worthless. The 2021B options have a four-year binding period. The subscription period for the shares subscribed for with the options is 1.4.2025–31.3.2026. The subscription price of the shares subscribed for with the options is EUR 4.00, less the dividends and capital repayments paid annually.  The options will be forfeited and transferred back to the company without consideration if the option holder resigns or the option holder's employment or service is terminated before the start of the subscription period for the shares subscribed for with the options. Under certain conditions, the Board of Directors has the right to decide that the option holder may still keep part of the options.

Other long-term incentives are based on the company's performance-based share-based incentive plans (PSPs). These are annually commencing individual programs approved by the Board of Directors with a three-year performance period. The Board of Directors sets performance indicators and the related targets and weights for the program to be launched. The KPIs may vary from program to program and are designed to promote the company's long-term value creation and financial growth. The maximum and actual values of the share rewards presented in the table are expressed as the gross value of the shares, from which the relevant taxes will be deducted before the shares are transferred to the CEO, Debuty CEO or a member of the Group Management Team. The reward to be paid may be paid in shares or cash in accordance with the decision of the Board of Directors.

In addition, the company also operates restricted share incentive plans (RSPs) that serve as complementary share-based long-term incentive plans for separately selected participants in specific recruitment and retention situations. The Board of Directors decides separately on the start of each new annual programme. The selected participants have the opportunity to receive the company's shares as a long-term incentive. Typically, no performance criteria are applied to the Restricted Share Plan and the delivery of the share reward is conditional on the continuation of the employment relationship. The reward to be paid may be paid in shares or cash in accordance with the decision of the Board of Directors.

According to the share ownership rule followed by the company, each member of the Group Management Team, the deputy CEO and the CEO is expected to accumulate and, after reaching it, to hold shares in the company in an amount corresponding to his or her fixed gross annual salary. A member of the Group Management Team is expected to use 50 per cent of the net reward received from the long-term plans to accumulate his/her shareholding until his/her shareholding reaches the level recommended above.

Long-term share-based incentive plans (PSP and RSP plans)

(table to be added)

Remuneration of the members of the Group Management Team (excluding the CEO) in 2025

Pensions

All members of the Group Management Team are covered by the statutory pension scheme of their country of residence. The retirement age of CEO Anna Wäck is 67 years and 4 months in accordance with the statutory pension. The retirement age of Debuty CEO Jannis Mikkola is 65 years and 11 months in accordance with the statutory pension.

Salary and other compensation for the notice period

The remuneration to be paid to the CEO and other members of the Management Team due to the termination of their employment has been agreed upon in each executive director's written agreement. The compensation payable in different situations is shown in the table below.

Remuneration due to the termination of the director's contract

* If the CEO/D CEO is dismissed for reasons solely attributable to him/her, he/she will only be paid for the period of notice.

The right of the CEO, Debuty CEO and other members of the Group Management Team to short-term and long-term incentives upon termination of employment is determined on the basis of the terms and conditions of the incentive schemes and the date of termination of the employment relationship. As a general rule, it can be stated that the right to incentive bonuses requires an employment relationship valid at the time of payment that has not been terminated.