Remuneration

The goal of Consti’s remuneration systems is to reward good performance, increase the personnel’s motivation and commit the company’s management and its employees to the company’s objectives. The basis of the CEO and management’s remuneration is a fixed salary, in addition to which they belong to the Group’s performance-based bonus scheme for white-collar employees.

BOARD

Remuneration

Consti Plc’s Annual General Meeting decides the fees and compensation to be paid to the members of the Board of Directors.

The Nomination and Remuneration Committee prepares a proposal for Consti’s AGM regarding Board composition and compensation. The Committee prepares

the Group’s pay strategy and the long- and short-term bonus programmes and follows their outcome and functionality.

The Annual General Meeting on 3 April 2025 was to pay the Chairman of the Board an annual remuneration fee of 54,000 euro, and Board Members an annual remuneration fee of 42,000 euro. It was also resolved that a EUR 500 fee per member per meeting is paid for Board meetings. Travel expenses for attending Board meetings are compensated based on invoices. Committee work will not be separately compensated.

CEO

Compensation and terms of employment

The Board of Directors decides annually on the fees and other rewards paid to the CEO. The Nomination and Remuneration Committee prepares a proposal of the CEO and the terms of his/her employment to the Board.

The CEO receives a fixed monthly salary and an annual variable bonus based on results and the CEO’s personal performance according to the corporate scorecard. The yearly bonus may not exceed 60 percent of the basic annual salary. In addition, CEO is included in the Company's share based bonus plan. CEO is also entitled to a supplementary pension paid by the Company.

The notice period in the event of termination of the CEO’s Service Agreement is six months. Severance pay corresponding to 6 months’ salary will be paid, in addition to which the CEO is entitled to a settlement payment for the time of the non-compete term corresponding to a maximum of 6 months’ salary not including variable salary, provisions or bonuses, when the Service Agreement is terminated either by the Company or the CEO.

Should the CEO’s employment end with a termination of the CEO’s contract due to a material breach of contract on the company’s part, the CEO is entitled to the result-based-bonus of the ongoing fiscal year adjusted to the time period that the CEO was employed by the Company that fiscal year.

The CEO and Management Team supplementary pension

The CEO and a part of the Management Team belong to Consti’s supplementary pension scheme for executives. The supplementary pension is contribution-based, so the Company is not liable for additional payments after the paid pension fee. Should the employment of an individual in the supplementary pension scheme end before the contractual retirement age; the individual is entitled to security that amounts to the pension savings accumulated thus far.

MANAGEMENT TEAM

The Board of Directors decide on the compensation of the Management Team. The Management Team members receive a monthly fixed salary and a variable annual result-based-bonus according to the corporate incentive scheme and each member’s personal scorecard. In addition, Management Team Members are part of the Company's share-based bonus plan. The terms of remuneration of the Management Team can be adjusted annually. When necessary, the Committee shall prepare proposals regarding the appointment and compensation of other executives prior to Board meetings. The annual bonus can be no more than 25 – 37.5 percent of the Management Team Member’s annual fixed salary income.

SHORT TERM REWARDS – BONUS SCHEME

The Group has a bonus scheme defined by the Board of Directors which aims at supporting the Company strategy and reward for its realisation and simultaneously provides the personnel with a competitive remuneration system. The bonus scheme’s principles, terms, earning criteria, upper and lower limits of the result targets, as well as individuals belonging to the bonus scheme are determined annually by the Board of Directors.

LONG TERM REWARDS

On 10 November 2016, Consti's Board decided on establishing a share-based bonus plan for the Group's key people. The aim of the plan is to merge the objectives of the shareholders and key people in order to increase the value of the Company in the long-term, to engage key people to the Company, and to offer them a competitive reward plan based on earning of the Company's shares. The plan offered the key people included in the plan the opportunity to earn Company shares as bonuses by altering half or all of their performance based bonuses for 2016 and 2017 into shares. The performance based bonuses altered into shares will be multiplied with a bonus factor determined by the Board before the bonuses are paid. The plan's possible bonus will be paid to participants after a two-year engagement period during years 2019 and 2020, in part as company shares and in part as cash.

Consti Plc's Board of Directors has annually decided to continue the share-based incentive plan for the Group's key people launched in 2016 to cover the earning periods 2018-2025. More detailed information on earning periods are presented in note 28 of the consolidated financial statements. At the end of 2024 the plan included 71 key people including the Management Team.

The Board of Directors of Consti Plc decided on 17 June 2020 to launch a new key employee stock option plan. There is a weighty financial reason for the Company to issue stock options 2020 since the stock options are intended to form part of the key employee incentive and commitment program of Consti Plc and its subsidiaries. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key employees to the employer. The maximum total number of stock options 2020 issued is 245,000 and they entitle their owners to subscribe for a maximum total of 245,000 new shares in the Company or existing shares held by the Company. The stock options are issued gratuitously. The number of shares subscribed by exercising stock options issued corresponds to a maximum total of 3 per cent of the shares and votes in the Company, if new shares are issued in the share subscription. The share subscription price for stock options 2020 is 6.65 euros per share, which is the trade volume weighted average quotation of the Consti Plc share on Nasdaq Helsinki Ltd during 1 May—31 May 2020. The share subscription price is deducted by the amount of dividends and/or distribution of assets to be decided before share subscription. The share subscription period for stock options 2020 is 1 July 2023—30 June 2024. The Board of Directors decided on the new stock option plan by virtue of the authorization given by the Company’s Annual General Meeting of Shareholders on 6 April 2020. Stock options 2020 are distributed to approximately 20 Management Team members and other key employees determined by the Board of Directors. A total of 39,000 Consti Plc new shares has been subscribed for with the company's stock options 2020 in 2023 and a total of 119,300 Consti Plc new shares has been subscribed for in 2024.

Consti Plc's Board of Directors decided on 22 June 2022 to launch a new key employee stock option plan. There is a weighty financial reason for the Company to issue stock options 2022 since the stock options are intended to form part of the key employee incentive and commitment program of Consti Plc and its subsidiaries. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key employees to the employer. The maximum total number of stock options 2022 issued is 250,000 and they entitle their owners to subscribe for a maximum total of 250,000 new shares in the Company or existing shares held by the Company. The stock options are issued gratuitously. The number of shares subscribed by exercising stock options now issued corresponds to a maximum total of 3.1 per cent of the shares and votes in the Company, if new shares are issued in the share subscription. The share subscription price for stock options 2022 is EUR 9.65 per share, which is the trade volume weighted average quotation of the Consti Plc share on Nasdaq Helsinki Ltd during 1 May 2022 – 31 May 2022. The share subscription price is deducted by the amount of dividends and/or distribution of assets to be decided before share subscription. The share subscription period for stock options 2022 is 1 July 2025 – 30 June 2026. The Board of Directors decided on the new stock option plan by virtue of the authorization granted by the Company’s Annual General Meeting of Shareholders on 5 April 2022. Stock options 2022 are distributed to approximately 26 Management Team members and other key employees determined by the Board of Directors.