The Annual General Meeting annually decides on the remuneration of the members of the Board of Directors and Board Committees. The objective of remuneration is to commit the members of the Board of Directors who, through their expertise, support the achievement of the company’s strategic goals and the growth of shareholder value in the long term.

The Annual General Meeting 2026 decided based on Shareholders’ Nomination Board proposal that the remuneration of the members of the Board be reduced and that the remuneration be paid as annual remuneration as follows:

• Annual remuneration, Chair of the Board EUR 50,000 (previously EUR 57,000);
• Annual remuneration, other members of the Board EUR 24,000 (previously EUR 27,000); and
• In addition to the aforementioned annual remuneration, the Chair of the Audit Committee is paid an annual remuneration of EUR 7,000 (previously EUR 7,000).

In addition, the Nomination Board proposes that the members of the Board of Directors be paid a fee of EUR 600 (previously EUR 600) for each committee meeting they attend (EUR 900 (previously EUR 900) per meeting to the chair of the committee). However, a maximum of one meeting fee per month is paid for each committee, even if there are several meetings during the same month.

Travel and accommodation expenses incurred by the members of the Board for Board and committee work are reimbursed in accordance with the Company’s expense reimbursement policy.

The aforementioned annual and meeting fees are to be paid in cash.

The Board of Directors decides on the remuneration and key terms and conditions of service relationship of the CEO. The Board of Directors takes GRK’s strategy and long-term objectives into account when setting short-term and long-term remuneration metrics and targets. The purpose of the selected metrics is to guide the CEO in implementing the strategy and achieving sustainable financial results. The metrics aim to ensure GRK’s profitability, operational efficiency and long-term sustainable development.

The CEO’s salary consists of a fixed salary (including fringe benefits) and variable remuneration. The variable remuneration can be based on short-term or long-term programmes. The maximum variable remuneration for the former CEO was 100% of the annual fixed salary (corresponding to 12 months’ fixed salary) and for the current CEO 150% of the annual fixed salary (corresponding to 18 months’ fixed salary).

The CEO’s remuneration targets are performance-based and aim to steer the company towards profitable growth. Sustainability targets are included in the remuneration, both directly and indirectly. Clients use ESG targets, such as safety, quality and environmental metrics, in tenders and project implementation. Successful achievement of sustainability targets is a prerequisite for successful tendering and high-quality profitable project implementation. In addition, the continuous monitoring and development of safety is an essential part of management.

According to the terms and conditions of the CEO’s performance-based remuneration, the Board has the possibility to adjust the remuneration and its terms and conditions in either direction. Additionally, the variable remuneration of the CEO includes a sustainability-related element through occupational safety. The short-term incentive scheme includes a health and safety gate, allowing the Board of Directors to moderate or reduce the bonus if serious occupational safety deviations occur. The safety deduction is 10% for each serious occupational accident.

Remuneration of the CEO in 2025

Juha Toimela served as the CEO of GRK Infra Plc until 30 September 2025. Mika Mäenpää has been the CEO of GRK Infra Plc since 1 October 2025. The total salaries and remuneration paid to Juha Toimela in 2025 amounted to EUR 496,642. The total salaries and remuneration paid to Mika Mäenpää in 2025 amounted to EUR 93,360.

The short-term performance bonus of the former CEO Juha Toimela is based on GRK Suomi Oy’s profit before taxes and appropriations. The short-term performance bonus is paid in cash and amounts to a maximum of 50% of the f ixed annual salary (i.e. corresponds to a maximum of 6 months’ fixed salary). Intra-Group profit distribution and arrangements must not affect the performance bonus, but are adjusted from the profit.

The performance bonus is paid once a year after the completion of the financial statements, if the CEO has been employed throughout the financial year. For 2025, it has been agreed that Juha Toimela is entitled to a short-term performance bonus for the full calendar months that he served as CEO (i.e. January–September 2025).

The short-term performance bonus of the current CEO Mika Mäenpää is based on the result of the entire Group (GRK Infra Plc) before taxes and appropriations. The short-term performance bonus is paid in cash and amounts to a maximum of 50% of the fixed annual salary (i.e. corresponds to a maximum of 6 months’ fixed salary). For 2025, it has been agreed that Mika Mäenpää is entitled to a short-term performance bonus for the full calendar months he served as CEO (i.e. October-December 2025).

Listing bonus

In 2025, former CEO Juha Toimela was incuded in the scope of a one-off and separate listing bonus. It was based on the following condition: if GRK Infra Plc’s listing and IPO take place in 2025, the company’s CEO is entitled to a staggered performance bonus of a maximum of EUR 100,000. The listing fee is not included in the maximum annual variable remuneration amount. GRK Infra Plc was listed on the main list of the Helsinki stock exchange in April 2025, so the listing bonus was paid at the full amount.

Pension benefits

The CEO is covered by the national statutory pension system, which provides pension cover based on length of service and earnings as provided for by law. The company’s CEO is entitled to a statutory pension and the company has no supplementary pension plans.

Remuneration and other payments to be paid to the CEO after the end of the contract

The notice period for the CEO’s employment contract is six months. The CEO is, in certain situations, entitled to severance pay equal to their base salary for 6 months.

The Board of Directors decides on the salaries, remuneration and other terms of employment of the President and CEO and the members of the Executive Management Team. The remuneration of the President and CEO is governed by GRK’s remuneration policy.

The total remuneration of the members of the Executive Management Team consists of a fixed monthly salary and a performance-based bonus in accordance with the company’s remuneration system in force at any given time.

The short-term incentive (STI) of the Chief Officers responsible for internal services and who are members of the Executive Management Team is based on the result of GRK Suomi Oy before taxes and appropriations. In addition, the performance-based bonuses of the business unit heads who are members of the Executive Management Team are based on the results of the businesses or companies they manage, before taxes and appropriations.

The members of the Executive Management Team do not participate in a long-term incentive scheme (LTI).

Further information on the long-term incentive scheme of the President and CEO is provided in the Remuneration Report.

Termination Benefits

The notice period of the President and CEO’s employment contract is six months, and the notice periods of the employment contracts of the members of the Executive Management Team range from one to four months. In certain situations, the President and CEO and certain individual members of the Executive Management Team are entitled to a severance payment corresponding to 3–6 months’ base salary.

Pension

The retirement age of the members of the Executive Management Team is determined in accordance with the statutory retirement age. The members of the Executive Management Team do not have supplementary pension arrangements. The pension benefits of Executive Management Team members residing outside Finland are based on the practices of their respective countries.

In 2025, the salaries, including fringe benefits, and performance-based bonuses of the members of the Executive Management Team (excluding the President and CEO and the Deputy CEO) amounted to a total of EUR 2,354,588.

Salaries and Remuneration of the Members of the Executive Management Team (excluding the President and CEO and the Deputy CEO) in 2025

The figures in the table are presented on a payment basis. Salaries and remuneration paid to the President and CEO are disclosed in the 2025 Remuneration Report.