Remuneration

Remuneration policy

Starting from the 2020 financial period, the remuneration principles for Taaleri’s bodies, i.e. the Board of Directors and the CEO and Deputy CEO, have been defined in the Remuneration Policy, which was addressed for the first time in the Annual General Meeting 2020.

Remuneration Policy for Governing Bodies

Remuneration-related reporting

In accordance with the Corporate Governance Code, Taaleri composes a Remuneration Report for each financial period that will be presented annually to the Annual General Meeting. The report presents the paid and outstanding remuneration to the governing bodies for the previous financial period.

Taaleri’s remuneration statements, which have been prepared in accordance with the remuneration reporting section of the Finnish Corporate Governance Code issued in 2015 and in force until 31 December 2019, as well as the CRR 450 document for 2019, can be downloaded under the links below. The Remuneration statements include information on the remuneration paid to members of the Board of Directors, CEO and other members of the Executive Management Team.

The remuneration of members of the Board of Directors

The General Meeting on 2 April 2025 decided that the members of the Board of Directors be paid annual remuneration as follows:

Chairperson of the Board EUR 7,500 per month
Deputy Chairperson of the Board EUR 5,300 per month
Chairperson of the Audit Committee EUR 5,300 per month
Member of the Board EUR 4,300 per month

The General Meeting decided that no meeting-specific fees are paid.

The annual remuneration will cover the entire term of office and Committee work.

The Annual General Meeting decided additionally that travel, and accommodation expenses of the members are paid against invoices when the meeting of the Board of Directors and the Committees takes place outside members’ domicile.

The remuneration of the Executive Management Team other than the CEO

The Board of Directors of Taaleri Plc decides on the remuneration of the members of the Executive Management Team based on the proposal made by the CEO and following the preparation of the Board's Remuneration Committee.

The total remuneration of the members of the Executive Management Team consists of fixed total monthly salary, phone benefit, fringe benefits and variable short-term and long-term remuneration.

In 2024, the members of the Executive Management Team other than the CEO were paid a total of 1,527,128.04 euros in salary and short-term remuneration (including fringe benefits), of which 239,467.64 euros were variable short-term remuneration.

The members of the Executive Management Team are included in the share-based incentive scheme for Taaleri Group's key personnel and the Employee Share Savings Plan for the Group's personnel. In addition, the Head of Sales and CFO of Taaleri Plc are included in the individual matching share plan. In 2024, a total of 36,643 Taaleri Plc shares have been distributed to the members of the Executive Management Team other than the CEO within these programs.

The retirement age and the amount of the statutory pension for members of the Executive Management Team other than the CEO are determined according to the statutory earnings-related pension scheme. The members of the Executive Management Team do not have a supplementary pension scheme.

The notice period for the members of the Executive Management Team is a minimum of 4 months and a maximum of 6 months, and possible severance pays correspond to a maximum of six months' salary.

Principles, objectives and forms of remuneration

Taaleri's remuneration schemes are based on the General Principles of Remuneration Schemes approved by the Board of Directors of Taaleri Plc. Taaleri has a Remuneration Committee composed of members of the Board of Directors of Taaleri Plc, which processes and prepares matters related to remuneration. The Board of Directors approves the detailed structure of Taaleri’s remuneration scheme annually as part of the annual planning process. The Remuneration Committee assists the Board in decision-making related to remuneration and reviews the annual remuneration amounts, which are then confirmed by the Board before the payments are made.

The key objectives of the Taaleri Group’s remuneration schemes are:

to promote the achievement of the company’s long-term financial and sustainability targets in a consistent and goal-oriented manner while increasing shareholder value;
to support growth by motivating employees to implement the business strategy and act in the interests of all stakeholders;
to ensure the recruitment and retention of talented professionals through competitive remuneration thereby strengthening business continuity; and
to reward the achievement and exceeding of targets, exceptional job performance, and the promotion of corporate culture.

At Taaleri, total remuneration consists of a fixed total salary and variable short- and long-term incentives. Taaleri also aims to recognise and reward its employees through non-monetary acknowledgments and incentives in addition to financial rewards.

Fixed remuneration

Fixed remuneration is determined based on the scope and complexity of the role, the individual’s professional experience and competence, educational background, and specific expertise, as well as the assessment of the supervisor. The level of fixed remuneration must always be sufficient to ensure that the absence of variable remuneration does not result in an unreasonable outcome. A competitive fixed base salary also plays a key role in ensuring the retention and attraction of highly skilled professionals.

Variable remuneration

Taaleri's function-specific variable remuneration scheme is divided into two components: short-term remuneration and long-term remuneration.

The instruments used in Taaleri's variable remuneration system consist of cash and/or shares in Taaleri Plc.

Variable remuneration: short-term remuneration

Taaleri has a short-term incentive scheme, commonly referred to as a bonus. The bonus model, along with the objectives and performance indicators that determine bonus accrual, is approved annually by the Board of Directors of Taaleri Plc. The applicable bonus model takes into account, depending on the employee’s role and business area, Group-level metrics, business unit-specific metrics, and individual performance indicators. Bonus accrual and progress towards targets are monitored throughout the year in development and performance discussions between the employee and their supervisor.

The Board of Directors of Taaleri Plc may decide to withhold payment of variable remuneration, in whole or in part, or to defer payment, for example, if such payment would jeopardize the solvency of the Taaleri Group or the paying entity, or if it would result in an adverse or unreasonable outcome for the Taaleri Group or the paying entity. The Board may also decide to withhold payment of variable remuneration, in whole or in part, or to reclaim paid variable remuneration if the recipient’s actions or conduct give cause for such a decision. There is no obligation to pay variable remuneration to an employee who, in the performance of their duties, has violated the law, Taaleri’s internal guidelines, or acted contrary to the company’s values.

The Board of Directors of Taaleri Plc approves the payment of variable remuneration to the Group CEO, any potential Deputy CEO, and the members of the Group Executive Management Team. The Remuneration Committee of Taaleri Plc reviews, and the Board confirms, the maximum amounts of annual variable remuneration to be paid before any payments are made.

Taaleri’s Compliance function annually evaluates the regulatory compliance of the bonus schemes and whether relevant regulations 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 regulatory compliance of the bonus schemes.

STI Share Conversion Plan 2025–2026

Taaleri launched The Short-Term Incentive (STI) Share Conversion Plan at the beginning of 2025, which applies to the short-term performance bonuses for the 2025 financial year.

The Short-Term Incentive (STI) Share Conversion Plan 2025–2026 offers the Taaleri personnel a possibility to convert a certain proportion of the cash reward earned from the company’s short-term incentive plan into Taaleri shares. The converted reward from the short-term incentive plan will be multiplied with the reward multiplier. The reward multiplier is 1.4.

The possible reward from the STI Share Conversion Plan will be paid after a 12-month vesting period. The number of shares available to be earned is dependent on the short-term incentive plan, achieved performance in the short-term incentive plan, participation to STI Share Conversion Plan, and Taaleri share price at the end of the short-term incentive plan.

Variable remuneration: long-term remuneration

Taaleri has long-term share-based incentive schemes. The earning period of a share-based incentive scheme must be at least two years. As of the end of December 2024, Taaleri had in force the CEO stock option plan, three share-based incentive schemes for the Group’s key personnel, and an employee share savings plan. In addition, at the end of 2024, Taaleri launched The Performance Share Plan 2025–2029, which commenced at the beginning of 2025.

Performance Share Plan 2021–2025

On 17 June 2021, Taaleri Plc's Board of Directors decided on a new share-based incentive scheme for the Group's key personnel. If a participant's employment or managerial contract expires before the reward is paid, the rewards of the plan will generally not be paid. The share-based incentive scheme for key personnel 2021–2025 has three earning periods: calendar years 2021–2023, 2022– 2024 and 2023–2025. The Board of Directors decides on the scheme's earning criteria and the targets to be set at the beginning of each earning period. The rewards will be paid partly in company shares and partly in cash. The purpose of the cash contribution is to cover taxes and tax-like payments incurred by the key personnel from the remuneration. If the amount of the reward is very low, it may be paid entirely in cash.

The reward of the scheme in the earning period 2021–2023 was based on the total return per share (TSR) of Taaleri Plc. The gross rewards paid for the earning period 2021–2023 corresponded to a maximum total value of 185,000 Taaleri Plc shares, including the portion to be paid in cash. The target group of the scheme of the earning period 2021–2023 included approximately 10 key personnel, including some members of the Executive Management Team. The rewards earned for the earning period 2021–2023 were paid fully in cash in spring 2024.

On 14 December 2022, Taaleri Plc's Board of Directors decided on the launch of the earning period 2022–2024. The target group of the plan includes approximately 18 key employees, including some members of the Executive Management Team. The potential reward of the plan from the earning period 2022–2024 depends on the total shareholder return (TSR) of the Taaleri Plc share. The maximum reward of the plan is 183,000 shares including the portion to be paid cash. The potential reward will be paid approximately in April 2025.

On 16 August 2023, Taaleri Plc's Board of Directors decided on the launch of the earning period 2023–2026. The target group of the plan includes approximately 10 key employees, including some members of the Executive Management Team. The potential reward of the plan from the earning period 2023–2026 depends on the total shareholder return (TSR) of the Taaleri Plc share. The maximum reward of the plan is 140,000 shares including the portion to be paid cash. The potential reward will be paid approximately in September 2026.

CEO's option plan

On 6 April 2022, Taaleri Plc's Board of Directors decided to launch a new stock option plan for the CEO of the company at that time. The prerequisite for the receipt of stock options was that the CEO acquiring Taaleri Plc shares from the market worth of 400,000 euros in spring 2022. The maximum total number of stock options issued is 300,000 and they entitle the CEO to subscribe for a maximum total of 300,000 new shares in the company or existing shares held by the company. The stock options were issued gratuitously. Of the stock options, 100,000 were marked with the symbol 2022A, 100,000 were marked with the symbol 2022B and 100,000 were marked with the symbol 2022C.

Employee Share Savings Plan: Plan period 2022–2025

On 6 May 2022, Taaleri Plc's Board of Directors decided on a new share-based incentive for the employees of Taaleri Plc and its subsidiaries. The aim of the plan is to encourage employees to acquire and own Taaleri shares, and it is intended to align the interests of the shareholders and the employees as well as to increase employees' motivation and long-term commitment to the company. The Employee Share Savings Plan (ESSP) consists of plan periods that commence every second year. Taaleri's Board of Directors will decide on each plan period and its details separately.

In the plan period 2022–2025, Taaleri Plc's employees have the opportunity to save a proportion of their salaries and invest those savings in Taaleri shares. The savings will be used for acquiring Taaleri shares quarterly after the publication dates of the respective interim reports. As a reward for commitment, the employees are granted with one gross matching share for each savings share acquired with their savings. If a participant's employment or managerial contract expires or if the participants sell their savings shares before the matching share reward is paid, the matching reward of the plan will generally not be paid. The gross matching reward is paid partly in company shares and partly in cash after the holding period, approximately in July 2025. The purpose of the cash contribution is to cover taxes and tax-like payments incurred by the personnel from the remuneration.

Matching Share Plan 2022

On 4 November 2022, Taaleri Plc's Board of Directors decided on the establishment of a new share-based incentive plan for the company's Head of Capital Development & Partnerships. The plan consists of one matching period starting on 4 November 2022 and ending on 31 December 2025. The prerequisite for receiving the matching reward is that the participant acquires company's shares in advance and that his employment with the company is valid until the reward payment. The achievement of the target set for the amount of assets under management by the company will affect the size of the reward multiplier. The reward value corresponds to the value of a maximum of 27,382 Taaleri Plc shares, including also the potential proportion to be paid in cash (gross reward), calculated on the basis of the current share price and assuming that the participant invests in the shares the maximum amount set by the Board of Directors and the company's target for the reward multiplier is achieved. The plan rewards will be paid partly in company shares and partly in cash, approximately in March 2026. The cash proportion is intended to cover taxes and tax-related expenses arising from the reward to the participant.

Matching Share Plan 2024

On 24 January 2024 Taaleri Plc's Board of Directors decided on the establishment of a new share-based incentive plan for the company's CFO at that time. The plan consists of one matching period starting on 6 February 2024 and ending on 6 February 2027. The prerequisite for receiving the matching reward is that the participant acquires company's shares in advance and that his employment with the company is valid until the reward payment. Taaleri grants the participant a gross reward of one matching share for every share committed to the plan. The reward value corresponds to the value of a maximum of 21,643 Taaleri Plc shares, including also the proportion to be paid in cash. The cash proportion is intended to cover taxes and tax-related expenses arising from the reward to the participant. The potential reward will be paid approximately in February 2027.

Performance Share Plan 2025–2029

The Performance Share Plan 2025–2029 consists of three performance periods, covering the financial years 2025–2027, 2026–2028 and 2027–2029 respectively. The Board of Directors will resolve annually on the commencement and details of a performance period.

In the plan, the target group has an opportunity to earn Taaleri shares based on performance. The performance criteria of the plan are tied to Average Continuing Earnings during the years 2025–2027 and Absolute Total Shareholder Return (TSR). The potential rewards from the plan will be paid after the end of each performance period.

The value of the rewards to be paid on the basis of the plan corresponds to a maximum total of 200,000 shares of Taaleri Plc, including also the proportion to be paid in cash. The target group in the performance period 2025–2027 consists of approximately 15 key employees, including the members of the Executive Management Team, excluding the CEO.

The Executive Management Team member must hold 50 per cent of the received shares, until the value of the Executive Management Team member’s total shareholding in Taaleri equals to 50 per cent of their annual base salary for the calendar year preceding the payment of the reward. Such number of Taaleri shares must be held as long as the membership in the Executive Management Team continues.