Corporate Governance

Remuneration

Remuneration of the Board of Directors

Pursuant to the Limited Liability Companies Act, the General Meeting decides upon the remuneration paid to the members of the Board of Directors and the basis thereof. The shareholders of Aiforia have on 20 September 2021 decided that each member of the Board of Directors will each receive an annual remuneration of EUR 20,000, excluding the Chairman of the Board of Directors, who will receive an annual remuneration of EUR 40,000 and a possible deputy Chairman of the Board of Directors, who will receive an annual remuneration of EUR 25,000. In addition, the members of the Board of Directors are reimbursed for reasonable travel expenses associated with Board work.

No additional pension arrangements have been made regarding the members of the Board of Directors.

Remuneration of the CEO and other members of the Management Team

The Board of Directors decides upon the remuneration the CEO and the Management Team and the basis thereof.

The term of notice of the members of the Management Team is one to six months. Of the members of the Management Team, Jukka Tapaninen and Kaisa Helminen are entitled to a severance fee equivalent to six months’ total salary under certain conditions in the event of the termination of the employment contract by Aiforia.

The table below sets forth the salaries and rewards paid to the CEO and the members of the Management Team for the periods indicated. No additional pension arrangements have been made regarding the members of the Management Team.

(EUR thousand) 2020 2019 2018
CEO
Salary and fees of the CEO
149(1) 101 101
Management Team
Salary and fees of the Management team
239 175 174

1) The CEO of the company has changed on 1 July 2020.

Incentive schemes

Option rights marked with identifier 2016 A

Based on the authorisation the Board of Directors received from the company’s Annual General Meeting of Shareholders on 28 April 2015, the Board of Directors of Aiforia has decided on 19 February 2016 to issue option rights entitling to a total of up to 11,900 series A shares of the company without consideration to certain key individuals of the company. The terms of the option rights have been amended on 20 September 2021 so that one option right entitles to subscribe for 50 series A shares, taking into account the share subscriptions made based on the option rights. Thus, the option rights issued entitle to subscribe for a total of up to 465,000 series A shares. The subscription period of shares to be subscribed for pursuant to the option rights expires on 31 December 2025 at the latest.

Option rights marked with identifier 2016 B

Based on the authorisation the Board of Directors received from the company’s Annual General Meeting of Shareholders on 28 April 2015, the Board of Directors of Aiforia has decided on 9 May 2016 to issue option rights entitling to a total of up to 2,000 series A shares of the company without consideration to the CTO of the company. The terms of the option rights have been amended on 20 September 2021 so that one option entitles to subscribe for 50 series A shares. Thus, the option rights issued entitle to subscribe for a total of up to 95,000 series A shares taking into account the share subscriptions made based on the option rights. The subscription period of shares to be subscribed for pursuant to the option rights expires on 31 December 2025 at the latest.

Option rights marked with identifier 2018 I

Based on the authorisation the Board of Directors received from the unanimous resolution of the company’s shareholders on 22 November 2017, the Board of Directors of Aiforia has decided on 2 October 2018 to issue option rights entitling to a total of up to 8,000 series A shares of the company without consideration to certain key individuals of the company. The terms of the option rights have been amended on 20 September 2021 so that one option right entitles to subscribe to 50 series A shares. Thus, the option rights issued entitle to subscribe for a total of up to 323,500 series A shares, taking into account the share subscriptions made based on the option rights. The subscription period of shares to be subscribed for pursuant to the option rights expires on 31 December 2025 at the latest.

Option rights marked with identifier 2019 I

Based on the authorisation the Board of Directors received from the unanimous resolution of the company’s shareholders on 22 November 2017, the Board of Directors of Aiforia has decided on 27 September 2019 to issue option rights entitling to a total of up to 1,500 series A shares of the company without consideration to certain key individuals of the company. The terms of the option rights have been amended on 20 September 2021 so that one option right entitles to subscribe to 50 series A shares. Thus, the option rights issued entitle to subscribe for a total of up to 75,000 series A shares, taking into account the share subscriptions made based on the option rights. The subscription period of shares to be subscribed for pursuant to the option rights expires on 31 December 2025 at the latest.

Option rights marked with identifier 2020 I

Based on the authorisations given by the company’s shareholders with a unanimous resolution on 22 November 2017 and the company’s Annual General Meeting on 3 May 2018, the Board of Directors of Aiforia has decided on 30 March 2020 to issue option rights entitling to a total of up to 7,052 series A shares of the company without consideration to certain key individuals of the company. The terms of the options have been amended on 20 September 2021 so that one option right entitles to subscribe for 50 series A shares. The option rights issued entitle to subscribe for a total of up to 333,300 series A shares, taking into account the share subscriptions made based on the option rights. The subscription period of shares to be subscribed for pursuant to the option rights expires on 31 December 2025 at the latest.

Option rights marked with identifier 2020 II

Based on the authorisation the Board of Directors received from the company’s Annual General Meeting of shareholders on 3 May 2018, the Board of Directors of Aiforia has decided on 20 August 2020 to issue option rights entitling to a total of up to 3,016 series A shares of the company without consideration to the CEO of the company. The terms of the options have been amended on 20 September 2021 so that one option right entitles to subscribe for 50 series A shares. Thus, the option rights issued entitle to subscribe for a total of up to 150,800 series A shares, taking into account the share subscriptions made based on the option rights. The subscription period of shares to be subscribed for pursuant to the option rights expires on 31 December 2025 at the latest.

Option rights marked with identifiers 2021 I and 2021 II

Based on the authorisations the Board of Directors received from the company’s Annual General Meetings on 3 May 2018 and on 25 April 2019, the Board of Directors of Aiforia has decided on 29 January 2021 to issue option rights entitling to a total of up to 6,350 series A shares of the company without consideration to certain key individuals of the company. The terms of the options have been amended on 20 September 2021 so that one option right entitles to subscribe for 50 series A shares. The option rights issued entitle to subscribe for a total of up to 189,150 (2021 I) and 125,000 (2021 II) series A shares. The subscription period of shares to be subscribed for pursuant to the option rights expires on 31 December 2025 at the latest.

Option rights marked with identifiers 2021 III and IV

Based on the authorisations the Board of Directors received from the company’s Annual General Meetings on 25 April 2019 and on 27 May 2020, the Board of Directors of Aiforia has decided on 2 June 2021 to issue option rights entitling to a total of up to 5,316 series A shares of the company without consideration to certain key individuals of the company. The terms of the option rights have been amended on 20 September 2021 so that one option entitles to subscribe for 50 series A shares. The option rights issued entitle to subscribe for a total of up to 150,800 (2021 III) and 100,000 (2021 IV) series A shares. The subscription period of shares to be subscribed for pursuant to the option rights expires on 31 December 2025 at the latest.

Option rights marked with identifier 2021 V

Based on the authorisations the Board of Directors received from the company’s Annual General Meetings on 27 May 2020 and on 29 June 2021, the Board of Directors of Aiforia has decided on 21 September 2021 to issue option rights entitling to a total of up to 603,200 series A shares of the company without consideration to the CEO of the company. The subscription period of shares to be subscribed for pursuant to the option rights expires on 21 September 2026 at the latest.

Option rights marked with identifiers 2022 I and 2022 II

Based on the authorisations the Board of Directors received from the company’s Annual General Meetings on 29 June 2021 (as amended by way of a unanimous shareholder resolution on 20 September 2021) and on 5 April 2022, the Board of Directors of Aiforia has decided on 21 April 2022 to issue option rights entitling to a total of up to 2,012,350 shares of the company without consideration to certain management team members of the company and other key persons. The subscription period of shares to be subscribed for pursuant to the option rights expires on 31 December 2028 at the latest.