Remuneration

Board of Directors | CEO | Other members of Management team | Incentive schemes

The General Meeting determines the remuneration payable to the members of the Board of Directors, and its principles. The Board of Directors decides on the remuneration, and its principles, of the President and CEO and the Management Team in accordance with the recommendation of the Remuneration and Nomination Committee and the remuneration policy of Kreate, as in force from time to time.

Remuneration of the Board of Directors

The Annual General Meeting decided on 25 March 2024 that the following fees are to be paid to the members of the Board of Directors: The Chair of the Board is to be paid a monthly fee of EUR 5,750 and the other members of the Board are to be paid a monthly fee of EUR 3,000.

In addition, the Annual General Meeting decided that an additional yearly fee of EUR 1,500 is paid to each member of the Board of Directors elected as the Chair or Member of the Audit Committee or Remuneration and Nomination Committee and that reasonable travel expenses are reimbursed according to invoices.

Remuneration of the CEO

Kreate’s Board of Directors appoints and dismisses the President and CEO. The Board of Directors also decides on the terms and conditions of the President and CEO’s employment, specified in a written service contract. The remuneration of the President & CEO comprised a fixed base salary including taxable fringe benefits, short-term performance bonus, long-term incentive plan (LTI) and pension benefit. In addition to the statutory pension insurance, the President and CEO is insured under a supplementary pension insurance plan.

Performance bonus: maximum short-term performance bonus for the President & CEO is 71.5 per cent of the fixed base salary including the fringe benefits. In the performance bonus plan, the criteria set by the Board of Directors for 2023 were the Company’s indicators for profitability (90% weight), indicators for working capital management (5%) and indicators for occupational safety (5%).

Long-term incentive plan: The CEO is included in the Performance Share Plan and the Share Bonus Plan. More information below in the section Incentive schemes.

Remuneration of other members of the Management team

The remuneration of the members of the Management team comprised a fixed base salary including taxable fringe benefits, short-term performance bonus, long-term incentive plan (LTI) and pension benefit. In addition to the statutory pension insurance, the members are insured under a supplementary pension insurance plan.

Performance bonus: Kreate’s members of the Management Team are entitled to a yearly performance bonus of up to seven months’ salary. The performance based bonus scheme is based on the financial result and performance of Kreate and the payment of the performance based bonus is conditional upon the achievement of the key performance targets set for Kreate. The performance based bonus scheme is in place and the Board of Directors decides on the continuation of the bonus scheme separately each year.

Long-term incentive plan: The members of the Management team are included in the Performance Share Plan and the Share Bonus Plan. More information below in the section Incentive schemes.

Term of notice: The term of notice of the Management Team members’ employment contracts is three to six months. Of the members of the Management Team some are subject to certain conditions, entitled to receive a severance payment in addition to the salary for the notice period in the event that their employment contracts are terminated by Kreate.

Incentive schemes

The Board of Directors of Kreate Group Plc has decided on 2021 to launch two new long-term share-based incentive plans for the key employees of the Group and the Group’s associated company.

The Performance Share Plan

The Performance Share Plan 2021–2024 consists of 2 two-year performance periods, the calendar years 2021–2022 and 2023–2024. Each performance period is followed by a two-year restriction period. The company’s Board of Directors decides on the plan’s performance criteria and the targets set for each criterion at the beginning of each performance period. For the 2021–2022 and the 2023–2024 performance period, the bonus was based on the Group’s cumulative operating profit (EBITA), Kreate’s total shareholder return (TSR) and the completion of the company’s strategic goals. During the performance period 2021–2022 and the performance period 2023–2024 , the Management Team members belong to the target group of the Performance Share Plan.

The Share Bonus Plan

The Share Bonus Plan offers the key employees in the target group an opportunity to earn the company’s shares as a reward by converting into shares the portion decided by the Board of Directors of the performance bonus to be earned in the performance-based bonus scheme. Before the reward payment, the performance bonus converted into shares will be multiplied by the reward multiplier decided by the Board of Directors. Approximately 60 key employees, including the members of the company’s Management Team belong to the target group of the Share Bonus Plan

A member of the company’s Management Team must hold at least 50 percent of the net number of shares paid based on the new plans until the member’s shareholding in the company in total corresponds to the value of their gross annual salary. This shareholding must be held as long as the membership in the Management Team continues.

The aim is to pay the rewards of the incentive plans using the treasury shares held by the company leaving the plans with no dilution effect.

Stock exchange releases regarding incentive schemes

Kreate Group Plc’s Board of Directors decided on a new share bonus plan (27 Feb 2024)

Kreate Group Plc’s Board of Directors decided on a new performance period for the performance share plan and a new share bonus plan (8 Feb 2023)

The Board of Directors of Kreate Group Plc decided on share-based incentive plans (23 June 2021)