Remuneration statement 2017

Fees and other financial benefits for the members of the board of directors and the board committees

Principles and decision-making sequence

Aspo Plc’s Annual Shareholders’ Meeting decides on the fees and other financial benefits of
the members of the Board of Directors and the Audit Committee annually. The fees of the
members of the Board of Directors are paid as monetary remuneration. The members of the
Board of Directors do not have any share-based incentive plans.

The remuneration for the Board of Directors and the Audit Committee, decided by the Annual Shareholders’ Meeting 2017

Chairman of the Board of Directors

EUR 5,400 / month

Vice-Chairman of the Board of Directors

EUR 4,050 / month

Members of the Board of Directors 

EUR 2,700 / month

Chairman of the Audit Committee

EUR 1,050 / meeting

Audit Committee members

EUR 700 / meeting

If the Chairman of the Audit Committee is also the Vice Chairman or the Chairman of the
Board of Directors, the fee paid to the Chairman of the Audit Committee is the same as
that paid to members of the Audit Committee. Board members employed by or in a service
relationship with an Aspo Group company are not paid a fee.

Remuneration paid to the members of the Board of Directors

Gustav Nyberg,  Chairman of the Board

Gustav Nyberg was elected as the Chairman of Aspo Plc's Board of Directors as of
January 1, 2009. He has acted as a member of the Board of Directors since 2008.

Until the Annual Shareholders’ Meeting on April 5, 2017, Gustav Nyberg acted as the full-
time Chairman of the Board and the executive contract signed on January 1, 2011 was

effective. According to the chairmanship of the Board and the executive contract, Gustav
Nyberg’s position in the company was called full-time Chairman of the Board.
Until the Annual Shareholders’ Meeting on April 5, 2017 the remuneration paid to Gustav
Nyberg was paid on the basis of the executive contract and he was eligible for Aspo Plc's
defined contribution pension insurance plan.

Remuneration paid to the Board members 2017, EUR

Nyberg Gustav, Chairman of the Board

84 813

Tyel pension

6 626

Supplementary pension insurance

25 748

Chairman of the Board, total

117 187

Kaario Mammu

33 600

Laine Mikael

32 900

Lencioni Roberto, Vice Chairman of the Board

47 250

Pöyry Salla

32 900

Salo Risto

32 900

Total

296 737



REWARDING THE CEO AND OTHER MANAGEMENT


Principles and decision-making sequence

The Aspo Plc’s management remuneration consists of the person’s fixed monthly salary,

a short-term bonus depending on the profit impact of the respective position, and long-
term management pension benefits and a share-based incentiveplan.

Aspo Plc’s Board of Directors makes decisions on the salaries, other financial benefits,
and the basis of the bonus plan and share-based incentive plans for the Group’s CEO
and the Group Executive Committee members.

Chief Executive Officer

The terms of the CEO’s employment relationship have been agreed in writing in the CEO
agreement. Since January 1, 2009, the CEO of Aspo has been Aki Ojanen, eMBA.

The period of notice applied to the CEO is six months. If notice is given by the company,
severance pay corresponding to 18 months’ salary will be paid in addition to the salary
for the notice period.

The retirement age of the CEO is the lowest possible retirement age less three years.
The CEO has a defined contribution pension insurance plan in which the pension is
determined in accordance with the accumulated insurance savings at the time of
retirement.

Management salaries and benefits 2017, EUR

Chief Executive Officer

 

Maximum

Salary

372 283

 

Result-based bonus

82 298

234 091

Share-based payment

84 969

354 039

Tyel pension

83 180

 

Supplementary pension insurance

102 835

 

Total

725 565

 

Chief Executive Committee (excl. CEO)
Salaries 1 179 723  
Result-based bonuses 201 380 364 516
Share-based payments 222 539 779 729
Tyel pension 250 099  
Supplementary pension insurances 116 281  
Total 1 970 021  

Remuneration and incentive programs

Bonus plan based on the company’ s result (short-term incentive plan)

Aspo has a result-based incentive plan for the management. The maximum bonus may
differ up to a sum equivalent to three to eight months of the employee’s salary. The
maximum bonus of the CEO is a sum equivalent to eight months’ salary. The criteria
used in the bonus plan include annual requirements and the development preconditions
of the area for which the person has responsibility. The fulfilling of the bonus plan criteria
is monitored annually. The criteria and payments paid according to the criteria are
approved by Aspo Plc’s Board of Directors. Bonuses recognized annually are paid after
the completion of the annual financial statements.

Share-based incentive plan 2015-2017 (long-term incentive plan)

The Board of Directors of Aspo Plc approved a share-based incentive plan for the Group
management in 2015. The aim of the plan was to combine the objectives of the
shareholders and those within the plan in order to increase the value of the company, to
commit the persons to the company, and to offer them a competitive incentive plan based
on a long-term holding of the company’s shares.

The plan included three earnings periods, the calendar years 2015, 2016 and 2017. The
prerequisite for participation in the plan and for receipt of reward on the basis of earnings
period 2016 was that a person acquired the company's shares, or held the company's
shares, up to the number predetermined by the Board of Directors. The reward was
based on the Aspo Group’s earnings per share (EPS) indicator.

In the incentive plan, the restriction period begins from reward payment and ends on
December 31, 2017 for the net shares earned on the basis of the earnings period 2015,
on December 31, 2018 for the net shares earned on the basis of the earnings period
2016 and on December 31, 2019 for the net shares earned on the basis of the earnings
period 2017.

In 2017, on the basis of the 2016 earnings period, employees included in the plan
received 25,740 treasury shares as a share-based reward, as well as cash equaling the
value of the shares, at most, in order to pay taxes.

Aspo does not have a separate stock option plan.

Supplementary pensions

The CEO and two members of the Group Executive Committee are eligible for a defined
contribution pension insurance plan. The retirement age is the lowest possible retirement
age less three years whereupon the payment of contribution ends. The receiving of a
pension ends at the age of 75. The pension is determined in accordance with the accrued
insurance savings at the time of retirement. The start of receiving the pension can be
postponed, at most, until the age of 70. In that case, the pension is determined on the
basis of insurance savings adjusted in accordance with the value development of related
investment objects.

If the person’s employment to the company ends before the contractual retirement age,
the person is entitled to a paid-up policy – a paid-up insurance that corresponds to
insurance savings accumulated by the end of the person ́s employment. The person is
always entitled to a paid-up policy that corresponds to his or her own share of
contribution.

 

March 20, 2018

Aspo Plc


Updated: 20.03.2018