Proposal of Vincit Plc’s Shareholders’ Nomination Committee on the composition and remuneration of the Board of Directors
Vincit Plc
Company announcement, January 15, 2026 at 9:00 EET
Proposal of Vincit Plc’s Shareholders’ Nomination Committee on the composition and remuneration of the Board of Directors
The Vincit Plc Shareholders' Nomination Committee will submit the following proposals to the Annual General Meeting of Vincit Plc scheduled to be held on March 25, 2026:
Proposal for the composition of the Board of Directors
The Shareholders’ Nomination Board proposes that 5 (5) members be elected to the Board of Directors.
The Nomination Committee proposes that the current members Mikko Kuitunen, Veera Siivonen and Matti Copeland be re-elected to the Board of Directors for a term ending at the close of the Annual General Meeting in 2027.
Of the current Board members, Enel Sintonen and Arto Martonen have announced that they are not available for re-election.
The Nomination Committee proposes that the following be elected as new members of the Board of Directors:
- Ilkka Laurila, MSc (Economics and BA), MSc (Forestry, Forester)
- Kaarina Ståhlberg, Master of Laws (Helsinki), LL.M. (Columbia, New York)
Ilkka Laurila (born 1977) has served as the CEO of Taaleri Plc since 2025. Before his current role, he worked as CFO of Taaleri Plc from 2024–2025. Prior to this, he worked as CFO of Plugit Finland Oy from 2023–2024 and as CFO of Terveystalo from 2015–2022. He has previously worked in various advisory roles for corporate and financial arrangements at Inspira Oy and Ernst & Young Oy. He also serves as a Board member of Nightingale Health Plc and has previously served as a Board member and Chair of the Audit Committee of Musti Group.
Kaarina Ståhlberg (born 1966) has served as Senior Vice President, Legal and M&A at Posti Group Plc since 2016 and as a member of the management team since 2017. She has previously held legal management positions at, among others, Nokia and Fortum. In addition, Ståhlberg has been a Board member and Chair of the Audit Committee of Vaisala Plc since 2016, and a Board member and Chair of the Audit Committee of Aspo Plc since 2023.
All nominees have given their consent to stand for election.
All proposed Board members, with the exception of Mikko Kuitunen, are considered to be independent of the Company and its significant shareholders. Kuitunen is the Company's largest shareholder and has served as its CEO until 2021.
Information relevant to the proposed individuals' board work is available on the company's website at: https://investors.vincit.com/en/investors/corporate_governance/annual_general_meeting_2026
The members of the Board of Directors shall elect from among their number a Chair and a possible Vice Chair.
Proposal for the remuneration of the Board of Directors
The Nomination Committee proposes that the remuneration of the Board of Directors be paid as follows:
- EUR 48,000 per year for the Chair of the Board of Directors
- EUR 36,000 per year for a possible Vice Chair of the Board of Directors
- EUR 24,000 per year for each of the other members of the Board Directors.
In addition, the Nomination Committee proposes that a meeting fee of EUR 800 per meeting be paid to the Chair for meetings of the Board committees. The committee members’ meeting fee is proposed at EUR 500 per meeting.
The Nomination Committee proposes that the members of the Board of Directors be paid reasonable travel and other expenses for meetings.
The Nomination Committee proposes that the compensation of the Chair of the Board for Directors, the possible Vice Chair and other members of the Board of Directors be paid once a year, with 50% of the annual remuneration being paid in Vincit Plc shares held by the Company or, if not possible, in Vincit Plc shares acquired on the market, and 50% being paid in cash. The shares will be transferred to the Chair of the Board for Directors, the possible Vice Chair and other members of the Board of Directors and, if necessary, acquired on the market directly on behalf of them by the end of the financial year.
It is proposed that the committee members' meeting fees be paid in cash.
Shareholders' Nomination Committee
The Nomination Committee, which made proposals to the 2026 Annual General Meeting, is chaired by Lauri Puolanne, Chair of BCore's Board of Directors, and its members Mikko Kuitunen, Chair of Vincit Plc's Board of Directors, Hanna Vainio, Senior Vice-President, IT and Digitalization at Varma Mutual Employment Pension Insurance Company, Niko Syrjänen, Head of Equity Investments at Elo Mutual Employment Pension Insurance Company, and Karoliina Lindroos, Head of Responsible Investment at Ilmarinen Mutual Pension Insurance Company, as members.
The Nomination Committee's proposals will be included in the notice of Vincit's 2026 Annual General Meeting to be published at a later date.
Vincit Plc
Additional information
Lauri Puolanne, Chair of the Nomination Committee, phone: +358 50 442 0007
Certified advisor: Aktia Alexander Corporate Finance Oy, phone: +358 50 520 4098
Vincit Plc in brief
Vincit turns digital into business results by combining leading enterprise platform, tailored solutions, human-centered design and AI. Vincit Plc’s shares are listed on the Nasdaq First North Growth Market Finland marketplace. www.vincit.com