Remuneration

Remuneration is one of the most important ways to ensure that the company’s employees understand the result targets, their own possibilities to influence the results and the causal connection between the result of operations and remuneration. Componenta aims to keep the remuneration principles and practices comprehensible and transparent.

Read more in our Remuneration Policy for Governing Bodies.

Decision-making process

The General Meeting of Componenta decides on the Board’s remuneration. The Shareholders’ Nomination Board prepares well-grounded proposals for the General Meeting regarding the election and remuneration of Board members and usually also presents the proposals to the General Meeting. The Shareholders’ Nomination Board consists of the company’s largest shareholders.

The Board of Directors of Componenta appoints the President and CEO and approves the terms andconditions of the President and CEO’s contract of service, as well as the salaries and remuneration payable to the President and CEO. The Board also decides on the salaries and remuneration of the members of the Corporate Executive Team on the basis of the proposal of the President and CEO, in accordance with the ”one over one” approval principle applied in the Group.

Remuneration of the Board of Directors 2025

The General Meeting decides on the remuneration of the Board of Directors. The Nomination Board, composed of the company’s largest shareholders, prepares proposals for the General Meeting regarding the selection and remuneration of the Board members.

In 2025, in accordance with the decision of the General Meeting, the Board members were paid a total of EUR 148,000 as annual remuneration. The remuneration of the Board of Directors was paid in cash. In accordance with the decision of the General Meeting, the travel expenses of the members of the Board of Directors were reimbursed in accordance with the company’s travel policy. The Board of Directors did not establish any committees from among its members during the 2025 financial year. No variable compensation or performance-based bonuses were paid to the members of the Board of Directors. The remuneration of the Board of Directors was consistent with the remuneration policy during 2025. A meeting specific fee of EUR 1,000 was paid to a Board member who lives outside Finland and travels to Finland for a meeting.

Remuneration of the Board of Directors in 2025

Board of Directors 2023		Total annual remuneration, EUR
Harri Suutari	Chair	50,000
Anne Koutonen	Vice Chair	30,000
Tomas Hedenborg	Board member	30,000
Lars Wrebo*	Board member	38,000
Total		148,000

*) Includes EUR 8,000 meeting specific fees.

Remuneration of the President and CEO

The President and CEO’s contract of service is valid until further notice. The main terms and conditions of the President and CEO’s contract of service are shown in the table below.

Terms and conditions of President and CEO

Salary and fringe benefits	Total fixed monthly salary consisting of a cash salary and possible fringe benefits (phone, meal and car benefits). In addition, the President and CEO is entitled to supplementary health insurance.
Short-term incentives	The President and CEO is entitled to an incentive based on achievement of financial targets. The maximum amount of the annual total remuneration is equal to the President and CEO’s six months’ total salary. The short-term incentive scheme is discretionary, and the company may amend the terms and conditions or basis of payment of the incentive schemes or discontinue an incentive scheme. The incentive scheme is discussed in closer detail in section “Short-term incentive scheme” below.
Long-term incentives	The President and CEO is entitled to the stock option scheme for the Group’s key employees, introduced by a Board decision in November 2018. The incentive schemes are discretionary, and the company may amend the terms and conditions or basis of payment of the incentive schemes or discontinue an incentive scheme. The incentive schemes are discussed in closer detail in section “Long-term incentive scheme” below.
Pension	The President and CEO is covered by the statutory pension scheme.
Termination of employment	Unless terminated before that time, the President and CEO’s contract of service will end when he reaches the age of 68. The President and CEO’s contract of service can be terminated by the President and CEO by giving three months’ notice and by the company by giving six months’ notice. If the President and CEO’ contract of service is terminated by the company without the President and CEO being guilty of e.g. crimes, dishonest conduct or breach of contract relevant to the company, the President and CEO will be entitled to one-off severance pay equal to six months’ total salary.

Remuneration of the President and CEO in 2025

The remuneration of the President and CEO was consistent with the remuneration policy during 2025.

Short-term incentive schemes

The purpose of a short-term incentive scheme is to support the achievement of the set targets and to promote commitment by setting unambiguous and measurable annual targets that have a direct impact on the company’s result. Componenta’s Board of Directors annually sets the terms and objectives of any short-term incentive schemes for the whole Group. Under the remuneration policy, any remuneration paid as part of a short-term incentive scheme may amount to up to half of the President and CEO’s fixed annual salary. The Board of Directors may adjust the criteria for short-term incentives at its discretion.

The President and CEO is entitled to a short-term incentive bonus related to the achievement of financial targets. For 2025, the remuneration of the President and CEO for the short-term incentive scheme is EUR 95,687, to be paid in 2026. The metric
was EBITDA and the realization was 65% of the maximum reward. In 2024, the company did not have a short-term incentive scheme for the President and CEO, and therefore no remuneration was paid to the CEO during the year 2025 for the short-term incentive scheme for 2024.

Long-term incentive schemes

The purpose of any long-term incentive schemes is to provide an incentive to key employees and to align their fringe benefits with the shareholders’ benefits and the long-term strategy aimed at the sustainability of business operations. Long-term incentives may consist of both performance-based remuneration schemes and restricted share plans.

Based on the remuneration policy, the Board of Directors decides on any long-term incentive schemes, such as share-based remuneration schemes, and determines the earning criteria for performance-based schemes at the beginning of each scheme. The fair value of the potential bonus paid under a long-term incentive scheme can be no more than 30% of the CEO’s fixed annual salary. The fair value is always calculated by using a method relevant for the incentive scheme at the beginning of the earning period. The Board of Directors decides on the bonuses paid under the scheme, and it may also change the criteria for any long-term incentives.

Stock Option Plan

Stock option plans are used to encourage key employees to commit to long-term employment at the company in order to increase shareholder value. Option rights are also intended to commit key personnel to the company.

On 31 December 2025, there are a total of 400,000 stock options held by employees or the company in Componenta’s stock option plans, of which 133,348 are marked with the symbol 2023A, 133,326 are marked with the symbol 2023B and 133,326 are marked with the symbol 2023C. The stock options 2023A, 2023B and 2023C entitle to subscribe for one new share of the company or a share held by the company.

For option rights 2023A, the subscription period is 1.6.2026-31.5.2028 and the subscription price is 3.025 euros; and for option rights 2023B, the subscription period is 1.6.2027-31.5.2029 and the subscription price is 2.35 euros. For stock options 2023C, the subscription period is 1.6.2028-1.5.2030 and the subscription price is 3.97 euros.

For the stock options 2018C, the subscription period was 1.12.2023-30.11.2025 and the subscription price was 3.025 euros.

The President and CEO’s participation in the stock option plan

Option rights	Option rights granted/ year	Number of the option rights granted to the President and CEO based on the stock option plan	Number of shares that an option right entitles its holder to subscribe for	Share subscription price, EUR	Share subscription period
2023A	2023	16,668	1	3.00	1 Jun 2026 to 31 May 2028
2023B	2024	16,668	1	2.35	1 Jun 2027 to 31 May 2029
2023C	2025	16,668	1	3.97	1 June 2028 to 31 May 2030

Overall remuneration of the President and CEO in 2025

In 2025, in accordance with the remuneration policy, the President and CEO was paid a fixed monthly salary consisting of cash and fringe benefits. In 2025, there were no requests for refunds regarding the remuneration paid to the President and CEO.

For the financial year 2025, the CEO received a remuneration of EUR 95,687 for the short-term incentive scheme, which will be paid in 2026. In 2025, no remuneration was paid to the CEO for the short-term incentive scheme for 2024, because the company did not have a short-term incentive scheme for the CEO in 2024.

President and CEO’s total remuneration in 2025, EUR	Fixed remuneration (cash, including fringe benefits)	Short-term incentive scheme	Long-term incentive schemes	Total
President and CEO Sami Sivuranta	306,258	0	14,243*	320,501
Percentages	95.6%	0 %	4.4%	100 %

Share-based Remuneration schemes

Stock options 2023

The Board of Directors of Componenta Corporation has resolved to launch a new stock option plan directed to the key employees of the company. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase shareholder value. In addition, the purpose is to retain the key employees at the company.

The maximum total number of stock options to be issued is 400,000, and they entitle their owners to subscribe for a maximum total of 400,000 new shares in the company or existing shares held by the company. The stock options will be issued gratuitously. Of the stock options, 133,348 are marked with the symbol 2023A, 133,326 are marked with the symbol 2023B and 133,326 are marked with the symbol 2023C.

The number of shares subscribed by exercising stock options issued corresponds to a maximum total of 3.90 per cent of all shares and votes of the shares in the company after the potential share subscriptions, if new shares are issued in the share subscription.

The share subscription period is: for stock options 2023A, 1 June 2026–31 May 2028, for stock options 2023B, 1 June 2027–31 May 2029 and for stock options 2023C, 1 June 2028 – 31 May 2030.

The share subscription price is: for stock option 2023A, the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during 21 April–22 May 2023, for stock option 2023B, the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during 22 April–21 May 2024 and for stock option 2023C, the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during 17 April–19 May 2025.

The share subscription price is credited to the company’s reserve for invested unrestricted equity.

As a result of the share subscriptions with the stock options, the number of the company’s shares may increase by a maximum total of 400,000 shares if new shares are issued in the share subscription.

The Board of Directors decided on the new stock option plan based on the authorisation given by the Annual General Meeting held on 13 April 2023. The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group’s incentive and commitment program for the key employees. Read more in the stock exchange release

The terms and conditions of the stock options 2023 (13 April 2023)