Remuneration and incentives

Administration of Remuneration

The Annual General Meeting decides on the fees of the Chairman and members of the Board of Directors and the auditor. The Board of Directors decides and approves the terms of the CEO’s employment relationship in a written contract.

The Board of Directors also decides on the remuneration principles of the senior management and approves the personnel’s incentive scheme annually.

Board of Directors

The General Meeting decides on the remuneration paid to the Board of Directors and auditors. The Annual General Meeting resolved on March 27, 2024 to compensate the Chairman of the Board is paid a remuneration of 5,000 euros per month and the board members are paid a remuneration of 2,500 euros per month. In addition to this, it was decided that a remuneration of 500 euros per board meeting is paid to the Chairman of the Board and the board members.

According to the share register maintained by Euroclear Finland Oy, members of the Board and the CEO (Aarne Aktan) held 79,414 shares of Solteq Plc on December 31, 2023.

Chairman of the Board

The salary of the Chairman of the Board Markku Pietilä was 68,500 euros in 2023. The Chairman of the Board is not included in the bonus program of the company.

CEO

The Board decides on the service terms and conditions of the CEO, specified in writing. Currently the CEO has:

• 6 months’ period of notice.
• No additional severance pay.

The CEO and his substitute’s remuneration consists of salary in money, fringe benefits and of share and option based incentive scheme.

Remuneration paid and due to the CEO for the financial year 2023:

• Aktan Aarne 350.4 TEUR

According to the share register maintained by Euroclear Finland Oy, CEO Aarne Aktan owned directly or through controlled companies 8,853 shares of Solteq Plc on December 31, 2023.

Executive Team

The remuneration of the Executive Team – excluding the CEO – consists of a fixed salary and possible short- and / or long-term incentive schemes.

Currently, the members of the Executive Team have:

• A notice period of 3 to 6 months
• An additional severance payment worth 0 to 6 months’ salary

The members of the Executive Team (excluding the CEO) held 14,500 shares of Solteq Plc on December 31, 2023.

Stock-based incentive scheme

The Annual General Meeting authorized the Board of Directors to decide on a share issue carried out with or without payment and on issuing share options and other special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act as follows:

The maximum total number of shares or other rights issued under the authorization is 2,000,000. The authorization includes the right to issue new shares and special rights or convey treasury shares. The new shares and rights can be issued and treasury shares conveyed in a directed share issue deviating from the shareholders’ pre-emptive right of subscription if there is a weighty financial reason for the company, e.g., to improve the capital structure, to execute business acquisitions, and other business improvement arrangements. The authorization cannot be used to implement the company’s incentive schemes. The authorization includes the right for the Board of Directors to decide on all other terms concerning the share issue and granting special rights, including the subscription price and payment of the subscription price in cash or in whole or in part by other means (subscription in kind) or by using the subscriber’s receivable to offset the subscription price and record it in the company's balance sheet.

The authorization is effective until the next Annual General Meeting, however, no longer than 30 April 2025. This authorization cancels the corresponding decision made by the Annual General Meeting 2023.