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

In accordance with the Auroora’s STI program, members of the extended management team of the company and certain other key employees will be paid, upon completion of the listing, a bonus in a single installment, no earlier than 12 months from commencement of trading in the shares. The bonus is paid in part in shares and in part in cash, with the cash portion intended to cover withholding tax obligations. The final value of the bonus is determined by the subscription price of the shares in the listing. The maximum aggregate amount of the bonus is 76,190 shares, in addition to which the value of the portion payable in cash is 50 percent of the value of the shares payable as bonus.