Remuneration policy

The aim of Taaleri Group’s bonus schemes is to encourage and reward personnel for work that is in line with Taaleri’s valid strategy and for observing set rules, and to motivate them to make efforts for the success of Taaleri Group. At Taaleri, the bonus scheme comprises four different parts: 1) fixed remuneration 2) Group annual bonus model (variable) 3) operation-specific models (variable) 4) possible longterm bonus models (variable). Taaleri’s bonus scheme is based on the General Principles of Bonus Schemes confirmed by the Board of Directors of Taaleri Plc. The bonus scheme is separately confirmed for each calendar year by Taaleri Plc’s Board of Directors. If, during the financial period, fundamental changes occur within Taaleri Group or its operating environment, the Board of Directors of Taaleri Plc may revise the bonus scheme, even in the middle of the year. Comprising members of Taaleri Plc’s Board of Directors, Taaleri has a Remuneration Committee, which assists the Board in remuneration-related decisionmaking.

The fixed component of remuneration is set based on professional experience, job description and responsibility. The fixed component of remuneration must always be so big that non-payment of the variable component of remuneration is not unreasonable. A competitive fixed component of remuneration also ensures the required high level of expertise of personnel.

The variable component of remuneration is divided between an annual bonus based on the Group’s result and on operation-specific bonus models. The variable component of remuneration is based on an overall assessment of the performance of the recipient of the remuneration and relevant business unit or company and on the overall result and result development of Taaleri Group and individual companies, taking into account financial and other factors and the personal performance of the recipient of the remuneration.

The overall assessment of the variable component of remuneration takes into account how the performance or result have been achieved in the long-term, as well as the risks known about at the time of as-sessment, capital expenditure and necessary solvency. The variable component of remuneration must not create a conflict of interests between the recipient of the remuneration and the customers of Taaleri Group. The variable component of remuneration takes into account qualitative criteria in addition to quantitative ones.

The variable components of remuneration, including any delayed share, are paid, or the right to them only arises, if they are sustainable taking into account the overall financial status of Taaleri Group and the business unit or company making the payment, and if they are justified based on the performance of Taaleri Group, the business unit or company making the payment and the employee in question. The criteria for reducing any remuneration based on risk or the conditions of reclaiming any remuneration are applied as specified in the bonus scheme.

Taaleri may decide not to pay any variable component of remuneration, in part or in full, or may decide to delay their payment, if payment might jeopardise the solvency of Taaleri Group or the business unit or company making the payment, or if it might lead to a detrimental or unreasonable end result from the perspective of Taaleri Group or the business unit or company making the payment. Taaleri may also de-cide not to pay variable components of remuneration, in part or in full, or decide to reclaim variable components of remuneration already paid, if the actions of the recipient of the remuneration give grounds for it.

Risk-takers are defined in the bonus scheme. If the total amount of the variable component of remuneration of a risktaker exceeds €50,000 in one calendar year, at least 40% of the total amount of the variable component of remuneration will be delayed for payment in equal instalments over the next three years. If the total amount of the variable component of remuneration earned by a risktaker exceeds €50,000 in one calendar year, it is paid half in cash and half in Taaleri Plc shares or, if regulation so permits, in other financial instruments linked to Taaleri Plc shares, in arrangements based on a contract or in other arrangements.

The variable component of remuneration paid to a recipient may not exceed 100% of the total amount of the recipient’s fixed component of remuneration, unless decided otherwise at the Annual General Meeting. In these cases too, the variable component of remuneration may be no more than 200% of the total amount of the recipient’s fixed component of remuneration.

The variable component of remuneration of persons working in supervisory functions is not dependent on the result of the business unit or company that he/she is supervising. The Board of Directors of Taaleri Plc monitors the remuneration of persons working in supervisory functions.

The Board of Directors of Taaleri Plc approves for payment the variable components of remuneration of persons working in supervisory functions and senior management. The Executive Management Team of Taaleri Plc approves for payment the variable components of remuneration of other recipients.

Taaleri’s Compliance function annually evaluates the conformity to regulations of the bonus schemes and whether they have been observed. The Compliance function reports its observations to the Audit Committee and the Board of Directors of Taaleri Plc. If necessary, internal auditing also evaluates the conformity to regulations of the bonus schemes.