[{"heading":"Remuneration of the members of the Supervisory Board","content":"

The Annual General Meeting 2023 decided on the remuneration of the members of the Supervisory Board, on the basis of the proposal prepared to the Annual General Meeting by the Shareholders’ Nomination Board as follows:

Meeting compensation: EUR 300/meeting
Compensation for loss of working time: EUR 300 for meeting and assignment dates
Fee of the Chair of the Supervisory Board: EUR 1,500/month
Fee of the Deputy Chair of the Supervisory Board: EUR 750month
Travel allowance according to the Company`s travel policy.

Meeting fees and compensation for lost working time are paid for meetings of the supervisory board and, in addition, to the chairman and deputy chairman of the Supervisory Board for board meetings in which they participate in order to perform the tasks of the supervisory board. The members of the Supervisory Board do not have a share-based bonus system or a share-based bonus system, and they are not entitled to benefits other than the bonuses decided by the annual general meeting.

In 2023 monthly fees and meeting fees paid to the members of the Supervisory Board (including being a member of the Board of another company that is part of the same Group) were as follows:

The members of the Supervisory Board	Total
Halonen Jyrki, Chair	23,700
Anttikoski Juho, Deputy Chair	13,800
Asunmaa Mika	8,100
Haarala Lassi-Antti, until 24 April 2023	600
Herrala Mika	2,700
Hyttinen Veli	14,400
Ingalsuo Pasi	16,200
Isomäki Jaakko, as of 25 April 2023	2,100
Joki-Erkkilä Jussi	1,800
Juuse Marja-Liisa	3,300
Kiviniemi Juha	2,700
Lahti Risto	0
Lajunen Ari	2,700
Lapatto Vesa	2,700
Nikkola Juha	2,700
Niku Mika	23,700
Pöyhönen Ari	2,700
Rantala Suvi	2,400
Sairanen Risto	8,700
Sandberg Ola	2,700
Savela Juha, as of 25 April 2023	2,100
Tuhkasaari Timo, until 24 April 2023	600

More detailed brakdown of the remuneration is available in the Annual Report on page 153.

","fullWidth":false},{"heading":"Remuneration of the members of the Board of Directors","content":"

The Annual General Meeting 2023 decided on the remuneration of the members of the Board of Directors, on the basis of the proposal prepared to the Annual General Meeting by the Shareholders’ Nomination Board as follows:

Meeting compensation: EUR 300/meeting
Compensation for loss of working time: EUR 300 for meeting and assignment dates
Fee of the Chair of the Board of Directors: EUR 5,000/month
Fee of the Deputy Chair of the Board of Directors: EUR 2,800/month
Fee of members of the Board of Directors: EUR 2,500/month
Travel allowance according to the Company`s travel policy.

Meeting compensation and compensation for loss of working time is paid for members of Board of Directors beside of Board meetings also for meetings of Remuneration and Nomination Committee and those meetings of Supervisory Board where Board members attended. Remuneration is handled in the form of monetary compensation. The members of the Board of Directors have no share incentive plans or share-based bonus schemes, nor are they entitled to any other financial benefits besides the remunerations decided on by the Annual General Meeting.

In 2023 monthly fees and meeting fees paid to the members of the Board of Directors (including being a member of the Board of another company that is part of the same Group) were as follows:

The members of the Board	Total
Paavola Seppo, Chair	71,800
Korhonen Pasi, Deputy Chair	46,900
Ginman-Tjeder Nella	35,100
Joukio Mika	34,800
Kaikkonen Jukka	40,200
Laitinen Leena	33,900
Paxal Kjell-Göran	43,500
Ritola Ahti	58,800

More detailed brakdown of the remuneration is available in the Annual Report on page 154.

","fullWidth":false},{"heading":"Incentive plans for management and key personnel","content":"

The remuneration of Atria Plc’s management aims to promote the company’s long-term financial success and competitiveness and the favorable development of shareholder value.

The remuneration of the CEO and the Deputy CEO consists of base salary (including fringe benefits), short-term incentive (STI) and long-term incentive (LTI), pension and other benefits. The Board of Directors has accepted a group pension arrangement for the Atria Managment Team members who are covered by the Finnish social security. The pension arrangement is payment based and the amount of pension is based on the monetary salary and fringe benefits without short- or long-term incentives. The retirement age based on the group pension arrangement is mainly at least 63 years. According to the pension arrangement agreement, if the pension legislation changes, the retirement age will be amended.

The CEO’s period of notice is six months for both parties. If the Company terminates the contract, the CEO is entitled to the salary for the period of notice and severance pay, which together correspond to 18 months salary. There are no terms and conditions for any other in case of termination.

The Deputy CEO’s period of notice is six months for both parties. If the Company terminates the contract, the Deputy CEO is entitled to the salary for the period of notice and severance pay, which together correspond to 14 months’ salary. There are no terms and conditions for any other compensation based on the termination of employment.

Short-term incentive plan

The maximum amount of bonus pay under Atria’s short-term incentive plan is 25-50% of the annual salary, depending on the effect on the results and the level of competence required for the role. The maximum amount of bonus to the CEO is 35 % of the annual salary and for the Deputy CEO 35 % of the annual salary. The short-term incentive for CEO and Deputy CEO is based on the EBIT, net sales and accident frequency at Group level and on individual performance criteria. In addition to the CEO and other members of the Group’s Management Team, Atria Plc’s bonus schemes cover around 40 people.

Long-term incentive plans

Atria has a long-term incentive scheme for key persons for the period 2021–2023, approved by the Board of Directors of Atria Plc. The scheme is identical to the scheme for 2018–2020. The share-based incentive scheme aims to encourage Atria’s management to acquire company shares as well as to increase the company’s value through their decisions and actions over the long term.

The first earning period was 1 Jan 2021-31 Dec 2021, the second 1Jan 2022-31 Dec 2022 and the third earning period 1 Jan 2023–31 Dec 2023. The bonus for each period will be paid in three equal instalments in the three years following the earning period, partly in company shares and partly in cash. The cash sum is intended to cover the taxes and tax type fees arising from the bonus. The possible bonus awarded by the scheme is based on the company’s earnings per share (70%) and organic growth (30%). If a person's employment with the company ends before the payment of the bonus, the bonus may not be paid. There are no restrictions relating to the ownership of awarded shares.

The share-based incentive scheme covers a maximum of 40 people. The maximum value of the bonuses to be paid on the basis of one earning period is about EUR 2 million, split over 3 years. The bonuses to be paid for the 2023 earning period are estimated at EUR 0.5 million (EUR 1.1 million).

","fullWidth":false},{"heading":"The Board of Directors' valid authorisations concerning remuneration","content":"

Atria Plc's annual general meeting held on April 25, 2023 authorized the board of directors to decide on the acquisition of a maximum of 2,800,000 of the company's own A shares; as well as the issuance of a maximum of 5,500,000 new or potentially held A shares by issuing shares and/or issuing stock options or other special rights entitling to shares as referred to in Chapter 10 § 1 of the Limited Liability Companies Act, in both cases under conditions that enable the use of the acquired and/or issued new shares as part of the company's incentive system.

Remuneration and Incentive Schemes

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