Remuneration

The Remuneration of Relais Group complies with the Remuneration Policy published on 14 March 2023. 

The Remuneration Policy was reviewed by the Annual General Meeting held on 5 April 2023. 

The Remuneration Report providing information on the remuneration paid during the previous financial year is available as part of the Annual Report.

Decision-making process in remuneration

The Remuneration Policy is presented to the Annual General Meeting every four years. The Board of Directors reviews the Remuneration Policy regularly to ensure its compliance with Relais Group Plc’s strategic targets and long-term targets before its next presentation at the 2027 Annual General Meeting, unless the Board of Directors deems it necessary to make substantial changes to the Remuneration Policy before 2027 and presents it at an earlier general meeting for advisory decision-making.

In accordance with the Remuneration Policy, Relais Group Plc’s Board supervises the implementation of the Remuneration Policy and ensures that the remuneration of the company’s governing bodies takes place within the framework of the Remuneration Policy presented to the general meeting. Relais Group Plc’s Annual General Meeting decides annually on the remuneration of the Board members based on the proposal prepared by the company’s largest shareholders. The Remuneration Report was reviewed at the Annual General Meeting of Relais Group Plc in 2026. The purpose of the Remuneration Report is to describe how the Remuneration Policy has been applied in 2025 regarding the payment of remuneration and to align remuneration with the successful achievement of the long-term strategy. 

Board of Directors 

The General Meeting decides on the remuneration of the Board members.

Relais Group Plc’s Annual General Meeting on 14 April 2026, decided that the board members will be paid an annual fee for the term ending at the 2026 ordinary AGM as follows:

EUR 65,000 for the chairman of the board and EUR 35,000 for the board members, and that any travel expenses of the board members will be reimbursed in accordance with the company’s travel policy. The Board of Directors has no meeting fees or other benefits in addition to the annual renumeration. If the Board of Directors decides to elect a Deputy Chair of the Board from among its members, the annual fee to be paid to the Deputy Chair of the Board shall be EUR 45,000.

The Board members are not employed or assigned by the company and therefore have not received any financial compensation from the company in 2025, except for the annual fee and travel expenses reimbursed in accordance with the principles adopted by the aforementioned general meeting.

Remuneration paid in 2025

Group CEO

The Company’s Board of Directors decides on the remuneration of and terms applicable to the CEO.

The remuneration of the CEO consists of:

1. Fixed annual salary
2. Short-term performance-based bonuses
3. Long-term incentive schemes

There are three long-term incentive schemes and they are valid from 2021 to 2027. 

The objectives of the CEO’s performance bonus are related to the development of the company’s business and financial performance.

The payment of potential rewards from the CEO’s long-term incentive plans will be based on the company’s share price share price development, i.e. the creation of long-term shareholder value.

In 2025, the CEO of Relais was paid salary and remuneration as follows:

1. Fixed annual salary EUR 274 thousand
2. Performance-based bonus in cash of EUR 80 thousand (reward accrued for 2024 and paid in 2025). 

The maximum amount of the cash reward to be paid on the basis of the short-term incentive scheme in the 2025 performance bonus schemes was 40% of the fixed annual salary. The reward to be paid from the incentive plan is based on the Group’s comparable earnings per share, working capital efficiency and qualitative business development targets.

The Board of Directors of Relais Group prepares and approves the principles of different remuneration systems and salary components, and decides on the CEO’s salary, bonuses and key terms of employment within the framework of the Remuneration Policy of the governing bodies presented to the general meeting.

The pension benefits of the Company’s CEO are determined in accordance with the law and general practice. In 2025, the Company entered into a supplementary pension arrangement with the CEO as part of the total remuneration. An expense of 150 thousand related to this arrangement was recognized for the financial year 2025.

Management team

The remuneration of the Management team consists of:

1. Fixed annual salary
2. Short-term performance-based bonuses
3. Long-term incentive schemes

There are three long-term incentive schemes and they are valid from 2021 to 2027. For more information, see the Remuneration Report 2025.

The pension benefits of the members of the Management Team are determined in accordance with the law and general practice. The Company does not have supplementary pensions or insurance arrangements in place for the members of the Management Team.

Options owned by the Management Team on May 19, 2026

¹Through JG Management AB, a company controlled by Juan Garcia