Remuneration

Toivo Group’s remuneration principles and policies are addressed by the company’s Board of Directors. The company does not have a remuneration committee appointed by the Board of Directors for the administration of the remuneration scheme. It has not been considered necessary, taking into account the nature and scale of the company’s operations.

Remuneration at Toivo is managed through clearly defined processes together with the Annual General Meeting and the Board. The Board of Directors prepares the remuneration policy for further presentation to the Annual General Meeting every four years, or when significant changes are made to the policy.

The Annual General Meeting decides on the remuneration of the members of the Board of Directors annually, based on a proposal by the largest shareholder, which takes into account the remuneration principles of Toivo's Board of Directors. The Board of Directors' remuneration principles cannot restrict the shareholders' ability to decide on the Board of Directors' remuneration. The Board of Directors approves the remuneration of the CEO annually based on the aforementioned proposal within the framework of this remuneration policy. The Board of Directors monitors and evaluates remuneration implementation annually and ensures compliance with the remuneration policy.

The CEO may be granted company shares, options or other rights entitling to shares as a form of remuneration, which serves the shared interests of the CEO and the shareholders. Decisions to issue shares, options and other special rights entitling to shares that may be used for remuneration are made by the Annual General Meeting or the Board of Directors with the Annual General Meeting's authorization. The company's remuneration decision-making process takes potential conflicts of interest into account. To avoid conflicts of interest, the CEO does not serve as a Board Member of the company nor contribute to any decisions regarding the CEO's remuneration.

The Annual General Meeting determines the annual remuneration of the Board of Directors members in accordance with the remuneration policy and applicable legislation. The annual remuneration of the Board of Directors may be paid in cash, shares or a combination of the two. The largest shareholders make a proposal regarding the remuneration for the Board of Directors, who then prepare a proposal for the Annual General Meeting regarding the remuneration of the Board of Directors. When proposing the remuneration, the largest shareholders take into account the responsibilities and obligations of the members of the Board of Directors towards the company.

In addition, the largest shareholders compare the remuneration with that of the Board of Directors with other companies of comparable size operating within a comparable business environment. Due to the nature of the Board of Directors' duties and responsibilities, the Board's remuneration is not tied to the company's performance. If, exceptionally, a member of the Board of Directors is employed by the company, the Annual General Meeting determines his or her compensation for serving on the Board. The terms and conditions of employment for a member of the Board of Directors are determined according to the company's normal practice and the function and role of the member.

Toivo’s Annual General Meeting (AGM) decided on 10 April 2025 that each member and the Chair of the Board of Directors be paid 1,600 euros per month. The following table presents the fees paid to the members of the Board of Directors between 1 January and 31 December 2025.

Board of Directors' remuneration 2025

The remuneration of the CEO may consist of a fixed base salary (including ordinary fringe benefits and any other benefits), a variable salary component, and a pension benefit. The variable salary component includes both short- and long-term incentive schemes, where applicable. The purpose of variable remuneration is to guide the CEO in achieving the company's short- and long-term financial and operational targets, support the implementation of the company's strategy, and increase shareholder value and the CEO's commitment to the company.

To emphasise the relation between remuneration and the development of Toivo's shareholder value, share-based incentive or option schemes may be used as a long-term incentive scheme in accordance with the discretion of the Board of Directors, the remuneration policy, valid authorisations and applicable legislation. The Board of Directors measures the variable remuneration annually using the fair value of the target level. At the target level, the variable remuneration forms a significant part of the CEO's total remuneration. The remuneration components for the company's CEO are set out below.

The remuneration of the CEO consists of monthly salary, employee benefits and variable performance-based incentive schemes. The remuneration of the CEO may also include a supplementary pension scheme and a severance payment.

The following table summarizes the remuneration paid to the CEO and the earned but unpaid performance bonuses for the period 1 January – 31 December 2025.

CEO remuneration 2025

The amounts presented in the following table correspond to fees recognised as expenses in the financial years in question. Any fringe benefits are included in the salary amounts. The pension benefits of key management personnel consist of pensions granted under Finnish statutory pension plans. The Group has no voluntary supplementary pension plans.

In 2024, the Board of Directors of Toivo Group Plc decided on a sharebased incentive scheme for the Group’s key personnel for the years 2025–2027.

The new share-based incentive scheme 2025–2027 includes three (3) one-year (1) earning periods, each beginning at the start of January in 2025, 2026, and 2027, and ending at the end of December in 2025, 2026, and 2027, respectively.

The rewards to be paid under the sharebased incentive scheme are based on the achievement of targets set for the participants for each earning period. The payment of the reward accumulated from each earning period involves a one-year (1) waiting period, such that the amount of the reward is confirmed by the end of February of the calendar year following the earning period at the latest. The reward is paid to the key person covered by the scheme at least one (1) year after the confirmation of the reward, estimated by the end of March (e.g., the amount of the reward accumulated from the earning period 1 January – 31 December 2025 is confirmed by the end of February 2026 and paid approximately in March 2027). As a general rule, if a key person resigns before the reward is paid, the reward will not be paid.

The Company’s Board of Directors confirms the participants for each earning period, defines the earning criteria applicable to the period, and determines the maximum reward payable for the period as a gross amount of Toivo shares, including any cash components to cover taxes and tax-like payments. The rewards to be paid under the new sharebased incentive scheme correspond to an estimated total maximum of 1,800,000 Toivo shares, including the potential cash component used for taxes and tax-like payments.