Remuneration

 

REMUNERATION OF THE BOARD OF DIRECTORS

Fees paid to the Chairman and members of the Board of Directors:

The Annual General Meeting of the company, held on April 13, 2022, resolved that the members to be elected to the Board of Directors are paid the following fees for the beginning term of office:

·       The Chairman of the Board of Directors is paid EUR 4,500 per month

·       Other members are paid EUR 3,000 per month

Possible travel expenses are reimbursed in accordance with the principles of the Finnish Tax Administration concerning tax-exempt travel expenses.

Potential attendance allowances and the basis on which they are determined: No attendance allowances are paid.
Potential fees of committee members: The company has no committees.
Other financial benefits and the basis on which they are determined: Not applicable.
Paying of fees in shares and the principles applied to owning shares given to a member of the Board of Directors as fees, as well as possible limitations to transferring the shares

The members of the Board of Directors are not covered by the company’s share-based incentive schemes, and they have not been given shares in the company as fees.

 

REMUNERATION OF THE CEO

Fixed monthly salary of the CEO: The fixed monthly salary of the CEO is EUR 17,000 per month.
Description of long-term incentive remuneration: The CEO is entitled to a long-term incentive plan. The company’s current long-term incentive plans are the Option Plans 2018, 2019, 2020, and 2021, in which the CEO partakes. The terms of the option plans are available at the Remedy website at https://investors.remedygames.com/remuneration/
Description of short-term incentive remuneration: The CEO is entitled to a short-term incentive plan. The Board of Directors resolves annually on the details and criteria for paying the remuneration. The fees are paid based on achieved targets.
Pension plans: The CEO’s contract of service ends at the reaching of the retirement age determined in the contract, which is 65 years. The CEO’s contract does not include additional pension benefits.
Principles concerning shareholding in the company: The Board of Directors may include obligations for acquiring shares and continuous shareholding in the long-term incentive plans to promote shareholding.
Terms concerning termination of employment: The period of notice for the CEO’s contract of service is four (4) months for both parties, and the CEO is entitled to a regular fixed monthly salary for the period of notice if his/her contract is terminated. The CEO is not entitled to a separate severance pay.

 

REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

In addition to serving as the Chairman of the Board of Directors, Markus Mäki is in an employment relationship with the company and works as the company’s Chief Technology Officer. The following is a recount of the financial benefits based on his employment relationship.

Fixed monthly salary: Markus Mäki’s fixed monthly salary is EUR 8,000 per month.
Description of long-term incentive remuneration: Markus Mäki is not covered by the company’s current long-term incentive scheme.
Description of short-term incentive remuneration: Markus Mäki is not covered by the company’s current short-term incentive scheme.
Pension plans: Markus Mäki’s employment contract does not include additional pension benefits.
Principles concerning shareholding in the company: The Board of Directors may include obligations for acquiring shares and continuous shareholding in the long-term incentive plans to promote shareholding.

Markus Mäki is not covered by the company’s current long-term incentive scheme.

Terms concerning termination of employment: The period of notice of Markus Mäki’s employment relationship complies with the Employment Contracts Act, and he is entitled to a fixed salary for the period of notice, if his employment contract is terminated. He is not entitled to a separate severance pay.

 

REMUNERATION OF THE CORE MANAGEMENT TEAM

The Core Management Team of the company consists of six persons (excluding the CEO). The information and figures presented in this section do not include information concerning CEO Tero Virtala.

Preparation and decision-making procedure for the remuneration of the Core Management Team: The Board of Directors resolves on the remuneration of the members of the Core Management Team based on the proposal of the CEO.
Description of long-term incentive remuneration: The members of the Core Management Team are entitled to a long-term incentive plan. The company’s current long-term incentive plans are the Option Plans 2018, 2019, 2020, and 2021, in which the members of the Core Management Team partake. The terms of the option plans are available at the Remedy website at https://investors.remedygames.com/remuneration/
Description of short-term incentive remuneration: The members of the Core Management Team are entitled to a long-term incentive plan. Remuneration is based on predetermined role descriptions, based on which targets relating to the company’s strategy and the member’s personal performance have been set for each member. The fees are paid annually based on achieved targets.
Terms concerning termination of employment: The periods of notice of the Core Management Team are six (6) months for each party or based on the Employment Contracts Act, and the members are entitled to a regular fixed monthly salary for the period of notice if the employment contract is terminated. They are not entitled to a separate severance pay.
Pension plans: The members of the Core Management Team are covered by Finland’s statutory pension system. The company has not taken additional pension insurances for the members of the Core Management Team.

 

Fees paid to the Core Management Team in total (Tero Virtala’s information not included):

Salaries and fees paid to the Core Management Team in 2021
Fixed annual salaries in total (incl. benefits)   EUR 717,959.80
Short-term incentive bonuses in total   EUR 144,000.00
Long-term incentive bonuses in total In addition to the CEO, other members of the Core Management Team, excluding Markus Mäki, are covered by the Option Plans 2018, 2019, 2020, and 2021. They have been granted a total of 61,250 options in the 2018 Plan, 57,000 options in the 2019 Plan, 27,000 options in the 2020 Plan, and 34,000 options in the 2021 Plan.

 

The Core Management Team used 49,000 of its options from the Option Plan 2018 during the year 2021. Based on this, the option-based remuneration of other members of the Core Management Team was EUR 1,615,923.00 in 2021.

 

 

Paid salaries and fees in total   EUR 2,477,882.80

 

THE COMPANY’S REMUNERATION POLICY AND REMUNERATION REPORT

Remedy’s remuneration policy and remuneration report for governing bodies is to be addressed in an Annual General Meeting for the first time in 2023. The remuneration policy to be presented to the general meeting must be disclosed by a stock exchange release no later than three weeks prior to the general meeting in which it is to be presented. The remuneration policy can also be disclosed as an appendix to the notice of the general meeting. The remuneration report is disclosed as an appendix to a stock exchange release at the same time as the financial statements, management report and CG Statement.

Option plans

Option Plan 2022

The Board of Directors of Remedy Entertainment Plc has, by virtue of the authorization granted by the Annual General Meeting held on April 13, 2022, decided to adopt an option plan “Option Plan 2022” directed to the key persons as decided separately by the Board of Directors. The option plan is a part of the company’s incentive and commitment scheme for key persons.

The maximum total number of option rights issued is 350,000, entitling their holders to subscribe for a maximum of 350,000 new shares of the company or existing shares held by the company. The option rights will be granted without payment. The Board of Directors may allocate option rights until the beginning of the share subscription period. The share subscription period will begin on June 1, 2025, and end on May 31, 2028.

The subscription price for Shares shall be the trade volume weighted average price of the Company’s share on the official list of Nasdaq Helsinki Ltd during June 1 – August 31, 2022, with an addition of 10 percent. The share subscription price shall be reduced in special situations defined in the terms and conditions of the option plan.