Remuneration The remuneration-related principles are reviewed by NoHo Partners’ Board of Directors. Investors Corporate Governance Remuneration Investors Investors NoHo Partners as an investment Strategy Operating model Market environment CEO’s Review Profit guidanceReports and Presentations Other MaterialsShare information Major shareholders Management ownership Dividend Flagging notifications Consensus estimates Analysts Managers’ transactionsFinancial information Long-term financial targets Risks and uncertainties IFRS 16 liabilities Calculation FormulasCorporate Governance Annual General Meeting Board of Directors Board Committees Board authorisations CEO Executive Team Remuneration Risk Management Insider Administration Audit Articles of Association Code of ConductInvestor calendar and events Capital Markets Day 2024Investor services Disclosure Policy The Company has a remuneration committee appointed by the Board of Directors, that is responsible for preparing proposals for the remuneration of the Board members, the CEO, Deputy CEO and other senior management. NoHo Partners’ Board of Directors has approved the Remuneration Policy. The Policy was presented to the Company’s Annual General Meeting 2024. REMUNERATION POLICY The Remuneration Report describes the remuneration of NoHo Partners’ Board of Directors and CEO in 2024. The Remuneration Report was published as part of NoHo Partners’ Annual Report. REMUNERATION REPORT 2024 The decision-making process concerning the remuneration of the Company’s governing bodies is based on the Remuneration Policy that is presented to the Annual General Meeting at least once every four years and whenever major amendments to it are made. The Annual General Meeting decides on whether it supports the proposed Remuneration Policy. The decision of the Annual General Meeting is of an advisory nature. Board of Directors General The Annual General Meeting of NoHo Partners decides on the remuneration payable to the members of the Board of Directors and members of the Board Committees for one term of office at a time. The remuneration of Board members and Board Committee members is based on an annual proposal of the Remuneration Committee to the Annual General Meeting. The proposal must be based on the Remuneration Policy that has been submitted to the Annual General Meeting and is currently valid. The starting point for decisions concerning the remuneration of the Board of Directors is to ensure that remuneration is competitive in relation to the market and that the remuneration corresponds to the qualifications and workload required of the Board members. If a Board member is in an employment, service or commission relationship with the Company, the Annual General Meeting decides on the fee payable to them for Board work. The terms and conditions of the Board member’s employment, service or commission relationship are determined in accordance with the Company’s normal practice based on their work duties and role. Remuneration in 2024 The Annual General Meeting held on 10 April 2024 resolved that the following fees shall be paid to the Board members: EUR 60,000 per year to the Chairman of the Board EUR 45,000 per year to the Vice-Chairman of the Board EUR 30,000 per year to the members of the Board It was also decided that a separate remuneration per committee meeting will be paid as follows: to the Chairman EUR 1,000 to the members EUR 500 In addition, the travel expenses of the members of the Board are reimbursed in accordance with the Company’s travel rules. EUR ThousandsAnnual remunerationCommittee meeting feesOther financial benefits***TotalTimo Laine, chairman60,02,5117,6180,1Timo Mänty, Vice chairman*33,86,50,040,3Mika Niemi, member30,00,020,050,0Petri Olkinuora, member30,03,50,033,5Kai Seikku, member30,06,50,036,0Maarit Vannas, member22,52,00,024,5Mia Ahlström, member7,50,50,08,0Yrjö Närhinen, member11,31,00,012,3Total225,022,0137,6384,6 Member of the Board as of 10 April 2024 ** Member of the Board until 10 April 2024 *** Consultant fee CEO and the Deputy CEO General The Board of Directors of NoHo Partners decides on the remuneration and key terms of employment of the CEO and Deputy CEO based on the proposals of the Remuneration Committee. The salary and remuneration structure of the CEO and Deputy CEO must be aligned with the interests of the Company and its shareholders. The fixed and variable components of the remuneration of the CEO and Deputy CEO must be balanced, considering the objectives of remuneration, taking into account the Company’s current business strategy, objectives and long-term interests. The short-term remuneration of the CEO and Deputy CEO is comprised of salary, employee benefits and performance-based remuneration determined on the basis of the Company’s result and the achievement of other short-term objectives. The long-term remuneration of the CEO and Deputy CEO may also comprise share-based incentive schemes. Any rewards from the share-based incentive schemes can be based on the Company’s key performance indicators and continuation of the employment or service relationship. The Board of Directors monitors the fulfilment of the criteria and approves the payment of rewards under the share- based incentive schemes. A general condition for receiving rewards under the share-based incentive scheme is a continued employment or service relationship at the time of payment. The Board of Directors has the right to pay the share rewards as shares, a combination of shares and cash payment or, for a justified reason, entirely in cash. Remuneration in 2024 The ratio of fixed and variable remuneration components of Aku Vikström, who acted as the CEO until 31 August 2024, was 38/62 in the financial period. The ratio of fixed and variable remuneration components of Jarno Suominen, who acted as the Deputy CEO until 31 August 2024 and CEO as of 1 September 2024, was 45/55 in the financial period. The ratio of fixed and variable remuneration components of Maria Koivula, who acted as the Deputy CEO as of 1 September 2024, was 100/0 in the financial period. The fixed part of the remuneration of the CEO and the Deputy CEO consists of a monthly salary and benefits in kind. The fixed annual salary of Aku Vikström, who acted as the CEO until 31 August 2024, was including benefits in kind EUR 232.1 thousand in 2024. The fixed annual salary of Jarno Suominen, who acted as the Deputy CEO until 31 August 2024 and CEO as of 1 September 2024, was including benefits in kind EUR 253.0 thousand in 2024. The fixed salary of Maria Koivula, who acted as the Deputy CEO as of 1 September 2024, was including benefits in kind EUR 56.5 thousand between 1 September–31 December 2024. Remuneration of the CEO and the Deputy CEO in 2024 (EUR thousands) Name and positionFixed salary componentShort-term performance bonus, paid in 2024Short-term performance bonus, accrued in 2024, paid after the financial yearJarno Suominen, CEO*253.06060Maria Koivula, Deputy CEO**56.5–19.5Aku Vikström***232.180– *Deputy CEO until 31 August 2024**Deputy CEO as of 1 September 2024***CEO until 31 August 2024 Group Executive Team General The Board of Directors of NoHo Partners decides on the basis of the remuneration and assesses the performance of the members of the of the Group Executive Team. The Board of Directors approves the incentive schemes and the Company’s remuneration principles for other management. The salary of the members of the Group Executive Team consists of a monthly salary and fringe benefits. The members of the Group Executive Team are also entitled to short-term incentive schemes, the terms of which are decided annually by the Board of Directors. The purpose of the annual incentive scheme is to reward the management for achieving pre-defined financial targets. The short-term remuneration is based on the result, turnover, profitability or other similar targets of the Company or the area of responsibility of the member of the Executive Team. 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. 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 terms and conditions of employment 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. In addition, the members of the Executive Team are entitled to a statutory pension. Remuneration in 2024 The members of the Group Executive Team (excluding the CEO) have earned the following benefits during the financial year 2024: Fees paidMEURFixed salaries881Fringe benfits42Short-term remuneration paid169Share-based incentive scheme payments126Total1 218 The Group’s Executive Team consists of Jarno Suominen, Maria Koivula, Jarno Vilponen, Anne Kokkonen, Benjamin Gripenberg, Tanja Suominen, Paul Meli, Rainer Lindqvist, Henri Virlander ja Pauli Kouhia. Performance share plan On 12 February 2025, NoHo Partners announced the Board of Directors of the Company had resolved to establish a performance share plan for the key employees of the company. The aim of the incentive plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the company as well as to engage the key personnel to the company and to offer them a competitive incentive plan based on share ownership and development of the company’s value. The new performance share plan contains three earning periods between 1 January 2025 and 31 December 2028. The company’s Board of Directors determines the reward criteria and their target levels as well as the key employees covered by the incentive plan before the beginning of each earning period. The first 24 months earning period starts on 1 January 2025 and ends on 31 December 2026. After the first earning period a maximum amount of 275,000 Noho Partners Plc’s shares can be paid as reward to the key employees based on achieving growth goals essential to the business of the company as determined by the Board of Directors. The reward criteria set for the first earning period are based on the profitability of the company’s business. The reward earned for the first earning period will be paid to the key employees after the end of the earning period, after the approval of the financial statements for financial year 2026. The payment of the reward is subject to the condition that the key employee’s employment or service relationship has not been terminated or cancelled by such key employee or by the company prior to the payment of the reward. The incentive plan will cover 10 people in the first earning period. Authorisations related to remuneration The Annual General Meeting decided on 9 April 2025 as proposed by the Board of Directors, to authorise the Board of Directors to resolve on the issuance of shares, issuance of option rights and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act as follows: The maximum number of the company’s own shares to be purchased pursuant to the authorisation is 800,000, corresponding to approx. 3.8% of all registered shares. The maximum number of shares to be issued pursuant to the authorisation is 3,000,000, corresponding to approx. 14.3% of all registered shares. Under the authorisation, a maximum of 275,000 shares may be issued for the implementation of the company’s incentive schemes, which corresponds to approximately 1.3% of all registered shares. Requirements for temporary deviations The remuneration of the NoHo Partners’ governing bodies shall take place within the limits of the Remuneration Policy presented to the Annual General Meeting. However, the policy can be temporarily deviated from when such deviation takes place to ensure the Company’s long-term interests. Such circumstances may occur in connection with e.g. a change of CEO, significant corporate arrangements as well as significant strategic changes arising from internal or external factors. The Remuneration Policy can also be deviated from due to changes in regulations, such as taxation. When the Remuneration Policy is deviated from, the Board of Directors shall decide on changes to the remuneration of governing bodies other than the Board of Directors. In the event of a deviation, the Board of Directors shall present the deviations and the grounds for the deviations to the next possible Annual General Meeting. The deviations shall also be reported in the Remuneration Report. If a deviation from the remuneration policy is estimated to continue on a non-temporary basis, the Company shall prepare a new remuneration policy to be reviewed by the next possible Annual General Meeting.
