REMUNERATION AND INCENTIVES

Annual General Meeting will decide on the remuneration for the Board members. The 2020 Annual General Meeting resolved that the annual fee paid to the Chairman of the Board of Directors shall be EUR 40,000 and the annual fee paid to Directors shall be EUR 20,000. No separate fee for each meeting is to be paid to the members of the Board.

The Board of Directors decides on the President and CEO’s salary and other benefits, and they are confirmed in written in the executive’s contract. The period of notice of the President and CEO is six months. The retirement age is determined in accordance with the Employees’ Pensions Act.

The Management Team’s terms of employment and pay are approved by the Board of Directors, which is also deciding on the Group’s performance bonus system. The retirement age of the Management Team members is determined in accordance with the Employees’ Pension Act. The Management Team is paid a fixed salary, which is determined in the management contracts. In addition to the fixed salary, there may be an annual remuneration which is paid on the basis of agreed metrics depending on the achievement of related targets.

Incentive Programs

In May 2020, Incap’s Board of Directors resolved to implement a long-term share-based incentive scheme for the company’s CEO, Otto Pukk. The incentive scheme’s purpose is to support Incap’s strategy and incentivize the CEO in the effective implementation of the post-acquisition integration of AWS Electronics Group. The company has not previously had a share-based incentive scheme for CEO Otto Pukk. Any reward payable based on the incentive scheme is paid out entirely as Incap’s new shares.

The earnings period for the CEO’s incentive scheme includes the ongoing and next financial period of the company so that it will end on 31 December 2021. During the earnings period, the CEO may earn a performance-based reward amounting up to 5,730 new shares of the company based on the development of the company’s EBIT provided that the CEO is still in a service relationship with the company at the date of the reward’s payment. Possible reward based on the incentive scheme shall be paid after the company’s Annual General Meeting in 2022 has approved the company’s annual accounts for the financial year 1 January 2021 – 31 December 2021. The shares paid as reward shall not be transferred during a 12-month lock-up period, which begins from the reward payment.

For the execution of the incentive scheme the company’s Board of Directors has resolved on the directed share issue to the CEO of the company without consideration based on the authorization granted to the company’s Board of Directors on the issuance of shares by the Annual General Meeting of the company on 20 April 2020. The shares are issued subject to meeting the conditions of the incentive scheme

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