Pihlajalinna Plc               Stock Exchange Release               17 January 2025 at 8:00 a.m.

Proposals of Pihlajalinna Plc's Shareholders' Nomination Board to the 2025 Annual General Meeting 

The Pihlajalinna Shareholders' Nomination Board has submitted its proposals to the Company's Board of Directors, to be presented to the Annual General Meeting 2025. 

Board of Directors - composition and number of members 

The Shareholders' Nomination Board proposes the following to the Annual General Meeting of Pihlajalinna Plc on 24 April 2025: 

• The number of members of the Board of Directors would be confirmed six (6)
• The present members of the Board of Directors Kim Ignatius, Heli Iisakka, Tiina Kurki, Jukka Leinonen, Leena Niemistö and Mikko Wirén would be re-elected for the new term. 
• Jukka Leinonen would be elected as the Chair of the Board of Directors and Leena Niemistö as the Vice Chair. 

The current members' duties and positions of trust are available on the Company's website.

With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that in Pihlajalinna, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders' Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competence, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the Company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies. 

Remuneration of the members of the Board of Directors 

The Shareholders' Nomination Board proposes that the board members elected at the General Meeting be paid the following annual fees for the term ending with the 2026 Annual General Meeting:

• Chair of the Board EUR 66,000 (EUR 60,000 in 2024),
• Vice Chair of the Board and the Chairs of the Committees EUR 44,000 (EUR 40,000 in 2024) and 
• other members EUR 33,000 (EUR 30,000 in 2024). 

The Nomination Board proposes that each Board member shall be paid in money for each Board and Committee meeting as a meeting fee:

• Chair of the Board EUR 1,000 (EUR 600 in 2024) and
• other members EUR 660 (EUR 600 in 2024).

In addition, reasonable travelling expenses shall be paid according to the Company travel rules. 

It is proposed that the annual remuneration be paid in Company shares and money in such a way that approximately 40% of the remuneration is used to procure Company shares on behalf and in the name of the members of the Board of Directors and the remainder is paid in money. The remuneration can be paid either entirely or partially in money, if the member of the Board of Directors has on the day of the General Meeting, 24 April 2025, been in possession of over EUR 1,000,000 worth of Company shares. The Company will pay any costs and transfer tax related to the purchase of the Company shares. 

The remuneration to be paid in shares can be paid by transferring Company shares in possession of the Company to the members of the Board of Directors or by procuring shares directly on the behalf of the Board members within three weeks after the interim report for the period of 1 January-31 March 2025 has been published. If this is not possible, due to legal or other regulatory reasons, such as insider regulations, the shares will be transferred or procured at the first available time after this or, alternatively, the remuneration is paid in money. If the term of a member of the Board of Directors terminates before the Annual General Meeting of 2026, the Board has right to decide upon potential reclaim of the annual remunerations as it deems appropriate.  

The proposals of the Nomination Board are included in the notice to the Annual General Meeting 2025, which is to be published later.

The Pihlajalinna Shareholders' Nomination Board consists of the Chairman Jari Eklund (LähiTapiola Group), Mikko Wirén (MWW Yhtiö Oy), Mika Manninen (Fennia Mutual Insurance Company), Carl Pettersson (Elo Mutual Pension Insurance Company). In addition, the Chair of the Board of Directors of Pihlajalinna Plc Jukka Leinonen has participated in the work of the Nomination Board as an expert member. 

Pihlajalinna Plc 

Further information:

Tuula Lehto, EVP, Communications and Sustainability
tel. +358 40 5885 343, tuula.lehto@pihlajalinna.fi

Distribution:

Nasdaq Helsinki Ltd.
Key media
investors.pihlajalinna.fi