Remuneration

The General Meeting determines the remuneration payable to the members of the Board of Directors, and its principles. The Board of Directors decides on the remuneration, and its principles, of the President and CEO and the Management Team in accordance with the recommendation of the Remuneration and Nomination Committee and the remuneration policy of Kreate, as in force from time to time.

The Annual General Meeting decided on 28 March 2025 that the following fees are to be paid to the members of the Board of Directors: The Chair of the Board is to be paid a monthly fee of EUR 5,750 and the other members of the Board are to be paid a monthly fee of EUR 3,000.

In addition, the Annual General Meeting decided that an additional yearly fee of EUR 1,500 is paid to each member of the Board of Directors elected as the Chair or Member of the Audit Committee or Remuneration and Nomination Committee and that reasonable travel expenses are reimbursed according to invoices.

Kreate’s Board of Directors appoints and dismisses the President and CEO. The Board of Directors also decides on the terms and conditions of the President and CEO’s employment, specified in a written service contract. The remuneration of the President & CEO comprised a fixed base salary including taxable fringe benefits, short-term performance bonus, long-term incentive plan (LTI) and pension benefit. In addition to the statutory pension insurance, the President and CEO is insured under a supplementary pension insurance plan.

Performance bonus: maximum short-term performance bonus for the President & CEO is 77 per cent of the fixed base salary including the fringe benefits. In the performance bonus plan, the criteria set by the Board of Directors for 2023 were the Company’s indicators for profitability (90% weight), indicators for working capital management (5%) and indicators for occupational safety (5%).

Kreate Group Plc’s Board of Directors and President and CEO Timo Vikström have agreed on changes to the President and CEO’s share-based incentive schemes. The deviating terms will apply only if the President and CEO remains in his position until 31 December 2027, or if the Company terminates the President and CEO’s service agreement without grounds for termination as referred to in the agreement, or releases him from his duties without him being prevented from performing them. In all other respects, the incentive schemes will be subject to their existing terms and conditions.

Payment schedule for performance bonuses

By way of deviation from the Remuneration Policy, the following accelerated schedule will apply to the President and CEO’s annual performance bonuses:

• A one-year retention period will apply to the 2026 performance bonus. The earned shares and matching shares will be paid no later than 30 April 2028.
• No retention period will apply to the 2027 performance bonus. The earned shares and matching shares will be paid in spring 2028 after the financial statements and performance bonus calculations have been approved.

Management share-based incentive scheme

The earning period of the current management share-based incentive scheme covers the years 2025–2026, and the retention period covers the years 2027–2028. By way of deviation from the Remuneration Policy, the retention period for the President and CEO has been shortened to one year and will end no earlier than 31 December 2027 and no later than 30 April 2028.

A separate share-based incentive agreement will be established for the President and CEO for 2027. It has been agreed that a one-year retention period will apply to the agreement, ending no earlier than 31 December 2027 and no later than 30 April 2028.

One-off retention bonus

In 2026, the President and CEO was paid a one-off retention bonus of EUR 100,000 by way of deviation from the Remuneration Policy. The bonus must be repaid if the President and CEO resigns before 31 December 2027 or if the company terminates the President and CEO agreement on grounds for termination as specified in the agreement.

Notice period and other compensation related to the termination of the service relationship

The President and CEO’s notice period is six months. If the notice period ends before 30 June 2028, the President and CEO will be paid monthly compensation from the end of the notice period until 30 June 2028, corresponding to the monthly compensation payable during the notice period. In addition, corresponding monthly compensation equal to the President and CEO’s monthly gross salary will be paid for the period from 1 July to 31 December 2028.

The remuneration of the members of the Management team comprised a fixed base salary including taxable fringe benefits, short-term performance bonus, long-term incentive plan (LTI) and pension benefit. In addition to the statutory pension insurance, the members are insured under a supplementary pension insurance plan.

Performance bonus: Kreate’s members of the Management Team are entitled to a yearly performance bonus of up to seven months’ salary. The performance based bonus scheme is based on the financial result and performance of Kreate and the payment of the performance based bonus is conditional upon the achievement of the key performance targets set for Kreate. The performance based bonus scheme is in place and the Board of Directors decides on the continuation of the bonus scheme separately each year.

Long-term incentive plan: The members of the Management team are included in the Performance Share Plan and the Share Bonus Plan. More information below in the section Incentive schemes.

Term of notice: The term of notice of the Management Team members’ employment contracts is three to six months. Of the members of the Management Team some are subject to certain conditions, entitled to receive a severance payment in addition to the salary for the notice period in the event that their employment contracts are terminated by Kreate.

The Board of Directors of Kreate Group Plc decided in 2021 to establish two new long-term share-based incentive plans for key personnel of the Group and the Group’s joint venture. In 2025 and in 2026, the Board of Directors of Kreate Group Plc decided to establish new plans as a continuation of the previous ones.

The aim is to pay the rewards of the incentive plans using the treasury shares held by the company leaving the plans with no dilution effect.

A member of the company’s Management Team must hold at least 50 percent of the net number of shares paid based on the new plans until the member’s shareholding in the company in total corresponds to the value of their gross annual salary. This shareholding must be held as long as the membership in the Management Team continues.

The Performance Share Plan 2021–2024 consists of 2 two-year performance periods, the calendar years 2021–2022 and 2023–2024. Each performance period is followed by a two-year restriction period. The company’s Board of Directors decides on the plan’s performance criteria and the targets set for each criterion at the beginning of each performance period. For the 2021–2022 and the 2023–2024 performance period, the bonus was based on the Group’s cumulative operating profit (EBITA), Kreate’s total shareholder return (TSR) and the completion of the company’s strategic goals. During the performance period 2021–2022 and the performance period 2023–2024 , the Management Team members belong to the target group of the Performance Share Plan.

The Performance Share Plan 2025–2028 has a two-year performance period, calendar years 2025–2026. The performance period is followed by a two-year commitment period, calendar years 2027–2028. During the performance period 2025–2026, the reward is based on the Group’s cumulative EBITA, Total Shareholder Return on Kreate share (TSR) and the fulfillment of the company’s strategic objectives. The target group of the share-based incentive plan during the performance period 2025–2026 is the members of the company’s Management Team.

The Performance Share Plan 2026 has a one-year earning period. During the earning period, the reward is based on the Group’s operating profit (EBITA). The target group of the Performance Share Plan during this earning period consists of the members of the company’s Management Team.

The Share Bonus Plan offers the key employees in the target group an opportunity to earn the company’s shares as a reward by converting into shares the portion decided by the Board of Directors of the performance bonus to be earned in the performance-based bonus scheme. Before the reward payment, the performance bonus converted into shares will be multiplied by the reward multiplier decided by the Board of Directors. Approximately 100 key employees, including the members of the company’s Management Team belong to the target group of the Share Bonus Plan

Kreate Group Plc’s Board of Directors decided on share-based incentive plans (5 Feb 2026)

Kreate Group Plc’s Board of Directors decided on share-based incentive plans (4 Feb 2025)

Kreate Group Plc’s Board of Directors decided on a new share bonus plan (27 Feb 2024)

Kreate Group Plc’s Board of Directors decided on a new performance period for the performance share plan and a new share bonus plan (8 Feb 2023)

The Board of Directors of Kreate Group Plc decided on share-based incentive plans (23 June 2021)