Executive team’s remuneration

EXECUTIVE TEAM’S FEES IN 2021

This report on the remuneration and fees paid to the Executive Team of NoHo Partners Plc (“the Company” or “NoHo”) for the year 2021 has been prepared in accordance with the Corporate Governance Code of Finnish listed companies 2020.

Remuneration of the Executive Team

The Board of Directors decides on the basis of the remuneration of NoHo’s Executive Team. The Board of Directors approves the incentive schemes and the Company’s remuneration principles for other management. The purpose of the annual incentive scheme is to reward the management for achieving pre-defined financial targets. The Board of Directors assesses the performance of the members of the Executive Team.

The short-term remuneration is based on the result, turnover, profitability or other similar targets set by the Board of Directors of the Company or the area of responsibility of the member of the Executive Team. A share-based scheme, such as share-based bonuses or options, can be used for long-term remuneration. The remuneration paid under the share-based incentive scheme can be paid after the end of the earning period as a combination of shares and money.

The salary of the members of the Company’s Executive Team consists of a monthly salary and fringe benefits. The members of the Executive Team are also entitled to short-term incentive schemes, the terms of which are decided annually by the Board of Directors.

In addition to the short-term incentive scheme, the Board of Directors has established a long-term share-based incentive scheme for the Executive Team, which is described in more detail in the section “Share-based incentive scheme” below.

Share-based incentive scheme

The members of the Executive Team belong to the share-based incentive scheme for the key personnel, the adoption of which was announced by the Company on 30 November 2018. On 30 November 2020, the Board of Directors decided to extend the share-based incentive scheme and add a new earning period due to a significant change in the business environment caused by the COVID-19 pandemic.

The third earning period of the share-based incentive scheme lasts 13 months and it started on 1 December 2021 and will end on 31 December 2022. The earning criteria for the third earning period are based on NoHo’s EBIT. The share-based incentive scheme covers eight members of the Executive Team in the third earning period (excluding Juha Helminen, Director of International Operations). A maximum of 281,828 NoHo shares can be paid for the third earning period. According to the average rate of 29 November 2022, the value of the maximum remuneration would be approximately MEUR 2.2 and the dilutive effect would be approximately 1.44%. The remuneration earned during the third earning period will be paid to the key personnel in spring 2023.

The terms and conditions of employment of the Executive Team

The length of the notice period for the members of the Executive Team is determined in accordance with the terms and conditions of their employment contract. The members of the Executive Team are entitled to a salary during the notice period.

The members of the Executive Team are entitled to a statutory pension.

Executive Team’s Fees in 2021

The members of the Company’s Executive Team (excluding the CEO) have earned the following benefits (EUR 1,000) during the financial period 1 January–31 December 2021:

Fixed salaries 971
Fringe benefits 90
Short-term remuneration paid 78
Share-based incentive scheme payments
Total 1,139

The Executive Team’s fees include the fees of all the persons who were members of the Executive Team in 2021. The figures also include the fees of the persons who were members of the Executive Team only for part of the year. The CEO’s fees are indicated in the NoHo Partners Remuneration Report.