Inderes Oyj's Shareholders’ Nomination and Remuneration Committee’s proposals to the Annual General Meeting 2026 – The board is strengthened with technological expertise
Inderes Oyj's Shareholders’ Nomination and Remuneration Committee’s proposals to the Annual General Meeting 2026 – The board is strengthened with technological expertise
Inderes Oyj, Company announcement, February 12, 2026, at 9:00 am EET
Inderes Oyj's Shareholders’ Nomination and Remuneration Committee will propose the following to the Annual General Meeting to be held on April 15, 2026. The proposals will also be included in the notice to the General Meeting to be published at a later date.
Proposal for the number of Board members, and the members and chairperson of the Board
Inderes Oyj's Shareholders’ Nomination and Remuneration Committee proposes to the Annual General Meeting that 6 (5) members be elected to the Board of Directors. The Committee proposes to the Annual General Meeting that current members Joakim Frimodig, Nina Källström, Helena Norrman, Hanna Raftell and Tero Weckroth be re-elected to the Board of Directors, and Tuomas Syrjänen be elected as a new Member. The Committee proposes that the shareholders vote on the proposal regarding the election of the members of the Board of Directors as a whole at the Annual General Meeting.
According to the current Articles of Association, the company's Board of Directors consists of at least three (3) and at most five (5) ordinary members. The proposal of the Shareholders' Nomination and Remuneration Committee necessitates a revision of Article 3 of the Articles of Association, which will be included in its entirety in the notice of the Annual General Meeting. The Company's shareholders Mikael Rautanen, Juha Kinnunen, and Sauli Vilén, who are represented on the committee and together represent around 32.6% of all the Company's shares and votes, have announced their support for the proposal.
The Shareholders' Nomination and Remuneration Committee made the above-mentioned proposals unanimously.
Tuomas Syrjänen (born 1976, Finnish citizen, M.Sc. in Engineering) is a co-founder of Futurice Oy and has served as the company's Chairperson of the Board since 2024. He acted as Futurice's CEO from 2008–2018 and as Business Director from 2003–2008. Syrjänen brings strong technological expertise and experience in international business and growth company leadership to the Board. In addition, he serves as a Board member at WithSecure Oyj, Vaisala Oyj, Vastuu Group, Flow Technologies Oy, and Lappeenranta University of Technology.
"Tuomas brings strong expertise in technology, AI, and international expansion to the Board. He also has valuable experience with companies that have been in a similar development phase to where Inderes is now," commented Sauli Vilén, Chairperson of the Nomination Committee.
All of the proposed Board members are assessed to be independent of the company and its significant shareholders. All candidates have given their consent to the position.
The Shareholders’ Nomination and Remuneration Committee proposes that the members of the Board of Directors elect Joakim Frimodig as Chairperson of the Board.
Proposal for remuneration of Board members
The Committee proposes to the Annual General Meeting that the members of the Board of Directors be paid an annual fixed fee until the end of the next Annual General Meeting, as well as a possible additional share-based remuneration, as follows:
Fixed remuneration
- The fixed annual fee for the Chairperson of the Board is EUR 36,000 (2025: EUR 36,000).
- The fixed annual fee for other Board members is EUR 18,000 (2025: EUR 18,000).
It is proposed that the annual remuneration be paid partly in Inderes Oyj shares and partly in cash, so that approximately 40% of the remuneration amount is paid in company shares and the remainder is paid in cash.
The portion of the annual remuneration paid in shares will be converted into a number of shares using the company's volume weighted average share price for the period of February 1, 2026 – April 14, 2026.
Additional share bonus based on total share return
Inderes' Nomination and Remuneration Committee proposes that in addition to the annual remuneration, the members of the Board of Directors may earn additional share bonuses based on the total shareholder return (TSR) as follows:
The maximum additional share bonus is 1,000 shares for the Chairperson of the Board and 500 shares for other members of the Board.
The amount of the additional share bonus is determined based on the total return development of Inderes Oyj's share linearly between 11% and 30%. If the total return development of the share is less than 11%, no additional share bonus will be paid. If the total return development of the share is 30% or more, the additional share bonus will be paid according to the maximum amount.
The starting level of the total return on the share is calculated using the volume weighted average price of the company's share for the period March 1, 2026 – March 31, 2026. The final value is calculated using the volume weighted average price of the company's share for the period March 1, 2027 – March 31, 2027, plus dividends per share and other distribution of funds paid between March 1, 2026 – March 31, 2027.
The potential TSR-based additional share reward will be paid in the Company's own shares by April 15, 2027, at the latest. In addition, the Company will pay on behalf of the Board members potential transfer tax arising from the transfer of shares.
Restriction on the right of disposal
All shares received as remuneration are subject to a two year lock-up restriction, during which the member of the Board of Directors may not sell, transfer, or otherwise dispose of the shares received as remuneration.
Composition of the Shareholders’ Nomination and Remuneration Committee
Inderes Oyj's Shareholders’ Nomination and Remuneration Board is responsible for preparing and presenting to the General Meeting proposals concerning the number, election, and remuneration of the members of the Board of Directors. The duties, composition and activities of the Committee are set forth in its Rules of Procedure. Its members are the company's three largest shareholders, Sauli Vilén, Juha Kinnunen, and Mikael Rautanen, employee representative Sara Antonacci, and Teemu Hinkula, a member of the Inderes community elected by the Annual General Meeting in 2025.
Contact information:
Mikael Rautanen
CEO, Inderes Oyj
mikael.rautanen@inderes.com
Tel. +358 50 346 0321
Certified adviser:
Sisu Partners Oy
Jori-Pekka Rautalahti
jori-pekka.rautalahti@sisupartners.com
Tel. +358 50 382 9323
Juha Karttunen
juha.karttunen@sisupartners.com
Tel. +358 40 555 4727
Inderes in brief
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