Corporate governance

The Shareholders’ Nomination Committee prepares the Board of Directors remuneration proposal, which is decided upon by the Annual General Meeting of shareholders. The Annual General Meeting of shareholders of the company held on March 9, 2026, resolved that the annual remuneration of the members of the Board of Directors of the company until the closure of the next Annual General Meeting of shareholders of the Company are EUR 33,000 for the Chair of the Board of Directors of the Company and EUR 20,000 for other members of the Board of Directors of the company. In addition the members of the Board of Directors shall be paid a fee of EUR 500 for each meeting of the Board of Directors. The Chair of the Audit Committee shall be paid an annual fee of EUR 6,000 and the Chair of the People and Sustainability Committee shall be paid an annual fee of EUR 3,000. Members of the committees shall be paid a fee of EUR 500 for each committee meeting. Travel expenses incurred by the members of the Board of Directors of the company for Board of Directors and committee work are reimbursed in accordance with the maximum tax exempt amounts set out in the applicable guidelines of the Finnish Tax Administration. In addition, the Annual General Meeting of the shareholders of the company held on March 9, 2026, resolved conditional upon completion of the listing that the fixed annual remuneration of the members of the Board of Directors may be paid partly as company’s shares so that 50 percent of the remuneration is paid by acquiring shares on behalf of and in the name of the member of the Board of Directors and remaining part is paid in cash.

The Board of Directors determines the remuneration paid and the basic principles of remuneration for the Chief Executive Officer and the other members of the management team. In accordance with Auroora’s remuneration policy, the remuneration paid to the Chief Executive Officer and the other members of the management team of the company may consist of fixed salary and fringe benefits, cash- or share-based short-term incentives and share-based long-term incentives. Variable part of the remuneration of the Chief Executive Officer on a targeted level of performance should be significant (for example, more than 50 percent) part of the total remuneration of the Chief Executive Officer. Variable part of the remuneration of the members of the management team, excluding the Chief Executive Officer, on a targeted level of performance should be more than 20 percent of the total remuneration.

The mutual notice period for the Chief Executive Officer of Auroora is six months. During the notice period, the Chief Executive Officer is entitled to cash salary and fringe benefits, which include a bonus or share-based incentive that is determined and paid based on the Auroora’s performance according to the amount and calculation method defined annually, and a phone benefit.

The mutual notice period for certain members of the management team is six months, and for these members of the management team, the working obligation during the notice period is agreed between the parties at the time of termination. In cases where the company terminates the agreement, the Company will pay one off compensation corresponding to three months’ pay. The mutual notice period for certain other members of the management team is three months. All members of the management team are entitled to cash salary and fringe benefits during the notice period.

The retirement age of the members of the management team is determined in accordance with the legislation on employee pensions in force at any given time. The members of the management team do not have individual pension arrangements.

Salaries and fees of executive management and Board members

The Board of Directors of Auroora has established a performance-based share incentive plan for the members of the Group Management Team and key employees. The purpose of the plan is to align the interests of the members of the Group Management Team and key employees with those of the Company’s shareholders, with the aim of increasing shareholder value over the long term and supporting the implementation of the Company’s strategy. The plan also aims to retain key employees and offer them a competitive incentive plan based on earning and accumulating Auroora Group’s shares.

The Performance Share Plan 2026–2028 comprises one performance period, commencing on January 1, 2026 and ending on December 31, 2027. The performance period will be followed by a 12-month retention period.

Under the plan, the target group has the opportunity to earn Auroora Group’s shares based on performance. The performance criteria are linked to capital allocation (ROCE percentage and capital allocated) and profitability (EBITA in euros and EBITA margin). Any rewards under the plan will be paid after the retention period ends, no later than May 31, 2029.

The rewards under the plan have a maximum total value corresponding to 114,000 Auroora Group shares, including the portion to be paid in cash. However, the Company has the right to pay the reward entirely in cash. The target group consists of 10 key employees, including the members of the Group Management Team and the CEO.

The potential reward will be paid partly in Auroora Group’s shares and partly in cash. The cash portion is intended to cover taxes and statutory social security contributions arising from the reward. As a general rule, no reward will be paid if the key employee’s employment or director contract terminates before the payment of the reward.

Participants must retain 50 percent of the shares received until the value of their shareholding in Auroora Group equals 50 percent of their gross annual salary for the calendar year preceding the payment of the reward. The CEO must retain 50 percent of the shares received until the value of the CEO’s total shareholding in Auroora Group equals 100 percent of the CEO’s gross annual salary for the preceding calendar year. The required number of Auroora Group shares must be retained for as long as the participant’s employment relationship remains in force.