Inderes's Shareholders' Nomination and Remuneration Committee

Greetings to the community!

https://www.inderes.fi/releases/inderes-oyjn-osakkeenomistajien-nimitys-ja-palkitsemistoimikunnan-ehdotukset-varsinaiselle-yhtiokokoukselle-2025-hallitus-vahvistuu-kansainvalisella-osaamisella

Inderes’ Nomination and Remuneration Committee has finalized its proposals for this winter. If the Annual General Meeting approves our proposals, the Board of Directors will continue its high-quality internationalization as Hanna Raftell, who has an excellent understanding of the capital markets in Sweden (and many other countries), joins the Board. Hanna’s CV makes for impressive reading, but perhaps even more importantly, I value Hanna’s enthusiastic passion for the industry and Inderes.

As Kaj Hagros steps down from his board position and chairmanship, we propose that the Board of Directors elects Joakim Frimodig as its new chairman from among its members. Joakim returned to Inderes’ Board of Directors after a nearly 10-year break, by a decision made at the 2024 Annual General Meeting, and is the right person to lead an internationalizing board. It should be noted that Joakim’s primary role is currently the chairmanship of CapMan’s Board of Directors, and he committed to Inderes a while ago also through ownership by purchasing over 5,000 Inderes shares for his portfolio.

Assuming the Annual General Meeting votes in favor of Hanna’s candidacy, Inderes has, in my opinion, achieved exceptionally credible internationalization within just a couple of Annual General Meetings. The Board has gained truly high-quality expertise and experience to support the company’s internationalization while maintaining strong domestic market knowledge.

An increase in remuneration is proposed such that a member’s monthly fee rises from 1,250 euros to 1,500 euros, and the chairman’s monthly fee rises from 2,500 euros to 3,000 euros.

Below is a selection of comparable companies of similar size. Furthermore, it should be noted that some of the comparable companies have not yet made proposals for the 2025 Annual General Meeting, so their remuneration levels depicted in the table may still increase for the next period. Additionally, some companies have various committees or similar bodies for which additional compensation is paid. Inderes’ Board of Directors does not have committees, which is why all payable remunerations are shown in the table.

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At the same time, we took the opportunity to inform about the selection process for the community member:

Selection of the Community Member of the Shareholders’ Nomination and Remuneration Committee

According to the working order of Inderes Oyj’s Nomination and Remuneration Committee, the committee consists of a minimum of three and a maximum of six members. According to the working order, one of the committee members is a community member, and the committee selects a suitable selection procedure.

The committee proposes that the community member be re-elected to the committee by vote at Inderes’ Annual General Meeting on April 10, 2025. The selection of the community member would last until the selection of the committee’s next community member. Each owner of Inderes Oyj has one vote in the voting at the Annual General Meeting – one vote per shareholder. Candidates will be presented in the notice of the Annual General Meeting, where a maximum of three community members can be nominated as candidates.

We hope that at least a handful of motivated candidates who can develop the committee in their own way will be found from the community, from whom the Annual General Meeting in April 2025 can vote for the next community representative to the committee.

@Juha_Kinnunen is about to join the discussion regarding the selection process right now, so we can really get it moving.

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