Board of Directors

The company’s Board of Directors confirms the remuneration and other benefits paid to the President and CEO and other members of the Management Group and decides on the company’s incentive schemes.

The Annual General Meeting, held on 10 March 2016, resolved to compensate the members of the Board according to the following:

• Members EUR 1,750 per month
• Chairman EUR 3,500 per month

The company has arranged a pension insurance policy for the Board members.

The remuneration of the members of the Board in 2016 (EUR)

Chairman Tallberg Andreas      €42,000
Member Allonen Heikki €21,000
Member Niemi Petri €21,000
Member Henrik Roos €21,000
Member Saarenmaa Ari €21,000
TOTAL €126,000

President and CEO

The President and CEO’s remuneration consists of salary, fringe benefits, a possible annual bonus based on performance and a share-based incentive scheme. The President and CEO remuneration includes an entitlement to an annual incentive of a maximum of six months’ salary.

The Board of Directors decides on the service terms and conditions of the President and CEO, specified in writing. The President and CEO is subject to six months’ notice and is entitled to salary for the period of notice should the company give notice, in addition to which he is entitled to severance pay equivalent to 12 months’ fixed salary.

The President and CEO has an additional personal pension insurance policy paid by the company, and retirement age has been agreed at 62.

Remuneration of the President and CEO in 2016 (EUR)

Salaries and benefits      €243,846
Performance-based incentives paid in cash €93,037
Share-based incentive scheme €3,085,373
TOTAL €3,422,255

Management Group

The Management Group’s remunerations consist of salary, fringe benefits, a possible annual bonus based on performance and a share-based incentive scheme. The compensation principles of the Management Group members are decided by the Board of Directors. The Management Group’s remuneration program includes an entitlement to an incentive of up to three months’ salary.

The pension and retirement age for the members of the Management Group are determined in accordance with the applicable legislation in force regarding pension.

Remuneration of the members of the Management Group (excluding the CEO) in 2016 (EUR)

Salaries and benefits      €707,819
Performance-based incentives paid in cash €155,865
Share-based incentive scheme €2,970,623
TOTAL €3,834,306

Other staff members

Other staff members of the company can participate to an annual bonus programme based on separate decision of the board of directors. Typically the bonus programme includes company level financial performance indicators (EBITDA) and personal targets.

Share-based incentive programmes

1. The Share Units Program 2008 of the President and CEO

In 2008, the Company established a share-based incentive scheme for the Company’s President and CEO Hannu Martola (”the Share Units Program 2008 of the President and CEO”). In its current form, the Share Units Program 2008 of the President and CEO is subject to listing of the Company’s Shares on First North and that the first trading day of the Shares is 31 December 2015 at the latest. In case the listing of the Shares and the first trading day of the Shares have not taken place by 31 December 2015, the Share Units Program 2008 of the President and CEO in its current form will be discharged.

The Share Units Program 2008 of the President and CEO, consists of Shares offered to the President and CEO for subscription in three phases beginning on December 2016, followed by December 2017 and December 2018. The program will be discharged and the right to subscribe Shares is not in force in certain situations where the employment is terminated on grounds related to the employee’s person in accordance with the Finnish Employment Contracts Act (55/2001, as amended). Issues of shares are approved annually on 9 December at the latest, by the board of directors of the Company on the basis of the authorisation granted by the general meeting of shareholders and the respective Shares shall be subscribed by 31 December annually. Shares are issued without compensation.

The following table sets forth the maximum number of Shares that may be offered to the President and CEO according to the Share Units Program 2008 of the President and CEO:

12/2016 12/2017 12/2018 Total 31.12.2015
Martola Hannu*  158,530  158,530  158,530  475,050 125,000

*In addition to his personal share ownership, Hannu Martola owns 35,000 shares through his company, Expedir Oy.

The maximum number of Shares that may be issued and allocated under the Share Units Program 2008 of the President and CEO is 475,050 Shares.

2. Restricted Share Units Program 2010

In 2010 the Company set-up an equity based incentive program for certain key employees of the Company (the “Restricted Share Units Program 2010”). The terms of the Restricted Share Units Program were amended in late 2014, which amendments are conditional to the listing of the Company’s Shares on First North and the first trading day of the Shares taking place on 31 December 2015 at the latest. In case the listing of the Shares and the first trading day of the Shares has not taken place on 31 December 2015, the amended terms are not applied.

The Restricted Share Units Program, as amended, consists of Shares offered to the key employees for subscription in three phases beginning on December 2016, followed by December 2017 and December 2018, provided that the respective key employee continues to be employed by, or has other service relationship with the Company. Issues of shares are approved annually on 9 December at the latest, by the board of directors of the Company on the basis of the authorisation granted by the general meeting of shareholders and the Shares shall be subscribed by 31 December annually. Shares are issued without compensation.

The following table sets forth the maximum number of Shares that may be offered to the key employees according to the 2015 Restricted Share Units Program 2010:

   12/2016   12/2017   12/2018     Total    31.12.2015
Martola Hannu* 83,460 83,465 83,465      250,390 125,000
Hyvärinen Kari 41,730 41,735 41,735 125,200 0
Still Jyrki 41,730 41,735 41,735 125,200 8,760
Chen Wu 41,730 41,735 41,735 125,200 21,675
Hiljanen Petri 27,820 27,820 27,825 83,465 2,500
Utela Kai 27,820 27,820 27,825 83,465 0
Ahola Tero 20,865 20,865 20,865 62,595 8,375
Matikkala Mikko 20,865 20,865 20,865 62,595 22,250
Han Ming 10,430 10,430 10,435 31,295 0
Total 316,450 316,470 316,485 949,405 188,560

*In addition to his personal share ownership, Hannu Martola owns 35,000 shares through his company, Expedir Oy.

The maximum number of Shares that may be issued and allocated under the Restricted Share Units Program 2010 is 949,405 Shares.