Remuneration

The General Meeting decides on the emoluments paid to the members of the Board. The Board of Directors decides on the salary and benefits of the CEO. The Board of Directors also annually approves the principles and objectives of the remuneration systems based on the parent company’s CEO’s proposal.

Boreo Plc’s remuneration is based on the remuneration policy approved at the Annual General Meeting on April 19, 2022. According to the remuneration policy, the company’s financial performance, the skills and performance of people involved, the complexity of their duties and external remuneration references in the relevant markets are considered when determining remuneration.

The remuneration of the CEO also addresses this specific roles’ impact on forming and implementing the company’s business strategy, as well as in achieving the short- and long-term financial results.

The remuneration of Boreo Plc’s governing bodies in 2025 was implemented in line with the principles described in the remuneration policy. The Board of Directors’ remuneration is determined in accordance with established market practices, enabling the Board to effectively contribute to the advancement of the Company’s current and future business objectives.

The target setting in Boreo Plc's remuneration models is constructed so that the company's key financial figures and their positive development are at the core. This aims to ensure that excellent performance also leads to a positive outcome for the company’s business objectives and that the company’s profitability develops positively in the short and long term.

Remuneration of the Board of Directors can consist of one or several factors, such as annual salaries, meeting fees and shares. Members of the Board of Directors are not part of the incentive bonus or pension systems.

In accordance with the decision of the Annual General Meeting of April 15, 2025, the fees were not raised and therefore the remuneration of the members of the Board of Directors is EUR 2,000 per month and the remuneration of the Chair of the Board is EUR 4,000 per month. 60% of the Board fee is paid in cash and 40% in company shares. However, the Board fee paid to the Chair of the Board, Simon Hallqvist, is paid in full in cash because it is not in the company's interest to increase the holding of Simon Hallqvist (actual main owner through Preato Capital AB) with Board fees. To avoid unnecessary cost and cross-border administration, the board fee is paid fully in cash also for Mattias Björk and he has himself acquired the company’s shares from the market.

The fee for the Chair of the Audit Committee is EUR 1,000 per month. The fee for the Chair of the Remuneration and Nomination Committee is EUR 500 per month. Each member of the Board of Directors and the Committees is paid EUR 500 in meeting fees per Board and Committee meeting.

During the 2025 financial year, the following remuneration was paid to the Board of Directors:

*The value of share-based payments has not been expensed for the financial year.
**Björk's board membership began on April 15, 2025.
***Holmlund's board membership ended on April 15, 2025.

Each member of the Board (excluding the Chair and Björk) received 608 treasury shares held by Boreo Plc on May 9, 2025 as part of their remuneration in accordance with the decision of the Annual General Meeting. The value of the shares was EUR 15.77 per share. The value of the shares has not been amortised for the financial period. The company also paid the transfer tax related to the transfer of the Board members' shares, which has been recognized as a benefit received in the taxation of the Board members.

In addition to the above fees, no other financial benefits were paid to the members of the Board. No separate remuneration was paid to Committee members in addition to the fees mentioned above.

Overall remuneration structure

The remuneration of the CEO consists of a fixed basic salary and fringe benefits, as well as a short-term incentive plan and a possible long-term incentive plan based on a separate decision of the Board of Directors.

Fixed basic salary and fringe benefits

The fixed basic salary of the CEO is reviewed annually. The CEO is entitled to the benefit package in force at any time. In 2025, the CEO's taxable fringe benefits included a mobile phone benefit.

Short-term incentive plan

The CEO has a short-term incentive plan, the terms of which are reviewed annually. Under the short-term incentive plan, targets are linked to financial indicators and non-financial indicators. Incentives can be paid up to the equivalent of 6 months' basic salary.

Long-term incentive plan

The Board of Directors can resolve on a long-term incentive plan, which requires own investment in the company's shares. In addition, the program may include an advantage consisting of a reduction in the share price and/or a matching share element.

Option program 2025

Boreo Plc’s Board of Directors announced on April 29, 2025, a new three-year Stock Option Scheme for the members of the Group Management team. Based on this scheme, the CEO was granted 20,000 options on April 30, 2025. The subscription period for the shares begins on 1 June 2028 and ends on 31 May 2030. The subscription price shall be paid in full at the time of share subscription. The subscription price per share is EUR 15.11. This is based on the volume-weighted average trading price of the Company’s share on Nasdaq Helsinki Ltd during the 30 trading days preceding the decision on the option program (EUR 13.74), increased by a 10% premium.

Other financial benefits and compensations

The CEO's contract includes a severance pay in the event that Boreo Plc terminates the service agreement. In addition to 6 months’ redundancy pay, the CEO is entitled to severance pay corresponding to 6 months’ basic salary.

Shareholdings

At the end of 2025, the CEO owned 43,266 shares in Boreo Plc (of which 35,370 through AK Capital Oy, a corporation in his control).

Supplementary pension contributions

Boreo Plc’s CEO has not had any pension terms or supplementary pension contributions that deviate from the statutory pension scheme during 2025.

The table below shows the salaries and remuneration paid to the CEO in 2025:

*Other financial benefits and compensation, including holiday compensation, holiday bonuses, fringe benefits, and one-off remuneration (the sum includes a one-off remuneration of EUR 88,000).
**As part of the cost optimization program agreed in Q4/23, it was decided that no short-term performance bonuses would be paid to the CEO for 2023 or 2024. The short-term performance bonus earned for 2025 is EUR 46,000 and will be paid in 2026.
***The payment in the table refers to the 2022 additional share program. The amortized value of options granted under the option program launched in April 2025 was EUR 36,700 in 2025.

Terms of notice

The period of notice for the CEO is 6 months for both contracting parties. Termination requires no breach of contract or similar special reason. The CEO’s service contract determines the severance pay if Boreo Oyj terminates the employment. In addition to the six-month salary paid during the period of notice, the CEO will receive severance pay corresponding with the basic salary of six months.

Overall remuneration structure

The remuneration of other members of the Management team of Boreo Plc consists of a fixed basic salary and fringe benefits, as well as a short-term incentive plan and a potential long-term incentive plan, based on a separate decision by the Board of Directors.

Fixed basic salary and fringe benefits

The monthly salary of other members of the group management team consists of a fixed basic salary and fringe benefits. Members of the group executive management team can exchange part of the monetary pay into use of a company car benefit.

Short-term incentive plan

The members of the group management team have a short-term incentive plan, the conditions of which are reviewed annually. In the incentive plan part of the objectives are linked to financial indicators and part to non-financial indicators. The maximum reward paid is a sum corresponding with the basic salary for 6 months.

Long-term incentive plan

The Board of Directors may resolve on a long-term incentive plan, which requires own investment in the company's shares. In addition, the program may include an advantage consisting of a reduction in the share price and/or a matching share element.

Option program 2025

On 29 April 2025, the Board of Directors of Boreo Plc decided, based on the authorization granted by the Annual General Meeting, to establish the Option Program 2025 as an incentive program for the Group’s management. The members of the Management team (excluding the CEO) of the Company were granted 50,000 stock options, entitling them to subscribe for a total of 50,000 shares in the Company.

The subscription period for the shares begins on 1 June 2028 and ends on 31 May 2030. The subscription price shall be paid in full at the time of share subscription. The subscription price per share is EUR 15.11. This is based on the volume-weighted average trading price of the Company’s share on Nasdaq Helsinki Ltd during the 30 trading days preceding the decision on the option program (EUR 13.74), increased by a 10% premium.

Management holdings and share incentives

All members of the group management team (including the CEO) own shares in the company. In addition to the shares registered in the personnel share issue, some of the members of the group management team have acquired shares of Boreo from Preato Capital AB – the majority shareholder of the company in connection with the signing of their employment contracts. In these arrangements the person’s possibilities of selling the shares have been restricted in time.

Shareholdings

The retirement age of the members of the group executive management team is determined based on valid legislation on pensions for employed persons. Members of the group executive management team do not have individual pension arrangements in Finland. Members of the group executive management team working in Sweden can exchange part of their monetary salary for pension contributions as is typical for the employee pension scheme in Sweden.

Terms of notice

The periods of notice for members of the group management team are determined personally for each manager. If the company terminates the employment, the period of notice for members of the group management team is six months. If the member him/herself terminates the employment a 4 to 6 month period of notice is applied. No extra compensation to be paid for redundancies have been determined in the management agreements of members of the group management team.

The following fees were paid to the members of the group executive management team in 2025:

As of 6 March 2026, Boreo’s Management Team consists of:

• Kari Nerg, CEO
• Mari Katara, SVP, People & Sustainability
• Tomi Sundberg, SVP, Head of Electronics
• Richard Karlsson, SVP, Head of Technical Trade

Remuneration report 2024
Remuneration report 2023
Remuneration report 2022