Board remuneration in 2026
The Extraordinary General Meeting of UPM-Kymmene Corporation held on August 31, 2026 resolving on the Demerger of UPM-Kymmene Corpotation and the incorporation of WISA Group Plc, resolved that for the term commencing on the Effective Date and ending at the conclusion of the Annual General Meeting of WISA Group in 2027, the Chair of the Board of Directors of WISA Group be paid a base fee of EUR 50,000, the possible Deputy Chair of the Board of Directors a base fee of EUR 35,000 and each of the other members of the Board of Directors a base fee of EUR 25,000. In addition the Chair of the Board of Directors of WISA Group is paid an additional fee of EUR 30,000, the Deputy Chair of the Board of Directors an additional fee of EUR 20,000 and each of the other members of the Board of Directors an additional fee of EUR 15,000 as compensation for preparatory work carried out prior to the Effective Date in connection with the listing of WISA Group. The fee is a one-time compensation for work conducted prior to the listing.
The General Meeting further resolved that the members of WISA Group’s Board committees be paid the committee fees for the term commencing on the Effective Date and ending at the conclusion of the Annual General Meeting of WISA Group in 2027 as follows:
- Audit Committee: Chair EUR 8,000 and each member EUR 4,000
- Remuneration Committee: Chair EUR 5,000 and each member EUR 4,00
- Nomination and Governance Committee: Chair EUR 5,000 and each member EUR 4,000.
The base fees and additional fees are paid in WISA Group shares and cash so that approximately 40 per cent will be payable in WISA Group shares to be purchased on the Board members’ behalf, and the rest in cash. WISA Group will pay any costs and transfer tax related to the purchase of the company’s shares. Shares thus purchased may not be transferred within two years from the purchase date or until the director’s membership of the Board has ended, whichever occurs first. The committee fees are paid in cash. If the term of a member of the Board terminates before the Annual General Meeting of 2027, the Board has a right to resolve upon potential reclaim of the annual fees as it deems fit.
In addition, the members of the Board of Directors and Board committees of WISA Group be paid, from the date of the Extraordinary General Meeting resolving on the election of members of the Board of Directors, a meeting fee of EUR 1,000 per meeting and that members of the Board of Directors are compensated for actual travel and accommodation expenses related to Board and Committee work against invoices.