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As stipulated by its charter, the Board’s principal tasks are to:

• decide on Group strategy and ratify the strategies of the various business areas;

• approve the Group’s annual plan (budget);

• approve the Group’s financing and investment policies;

• ratify the Group’s risk management principles, and discuss the Group’s most important risks and factors of uncertainty;

• confirm and ratify the Group’s insurance policy;

• discuss and approve the consolidated financial statements, interim financial reports, stock exchange releases pertaining to these, and the review of operations;

• significant contracts;

• decide on specific investments, acquisitions, divestments, corporate reorganization and commitments that have strategic or financial importance;

• decide on rules concerning management authorizations;

• decide on the Group’s high-level structure and organization;

• appoint and dismiss the President & CEO, approve the CEO’s service contract, and decide on the CEO’s salary, benefits, and other financial remuneration;

• approve the appointments of the members of the Group Management Team, the Managing Directors of subsidiaries, their salaries and financial benefits;

• decide on the remuneration schemes of the Revenio Group, including the granting of share-based bonuses within limits set by the AGM.

The Board of Directors decided on May 10, 2019 to establish an Audit Committee.

The Board elected the following members from among its members for the Committee: Heli Lindfors, Arne Boye Nielsen and Bill Östman. The Board of Directors elected Heli Lindfors as Chair of the Audit Committee.

The members of the Audit Committee have sufficient expertise and experience with respect to the committee’s area of responsibility and the mandatory tasks relating to auditing.

Rules of procedure of the audit committee of Revenio Group Oyj

Composition and term of office of the audit committee

The Board of Directors shall elect the members and the chairperson of the Audit Committee from among its members at its first meeting following the Annual General Meeting. The term of office of the members is one year and ends at the close of the next Annual General Meeting

The Committee shall comprise a minimum of three members. The majority of the members of the Audit Committee shall be independent of the Company. At least one member shall be independent of the Company’s significant shareholders. The Managing Director or any other member of the Company’s executive management team shall not be eligible for membership of the Audit Committee.

The Audit Committee shall, as a whole — taking into account the complementary expertise, competence and industry knowledge of its respective members — possess sufficient expertise and experience in matters falling within the Committee’s remit and in the operating environment in which the Company operates. Pursuant to applicable legislation, at least one member of the Audit Committee shall possess expertise in accounting or auditing.

Pursuant to the Finnish Companies Act, a person who participates in the day-to-day management of the Company or any company belonging to the same group of companies shall not be appointed as a member of the Audit Committee.

Duties of the audit committee

The audit committee shall assist the board of directors in the preparation of matters falling within the board's competence. The committee is not an autonomous decision-making body, notwithstanding its several monitoring and supervisory responsibilities. The committee shall report to the board of directors on the matters it has addressed and the measures it has undertaken. The committee shall submit proposals to the board of directors for decision-making where appropriate.

The responsibilities of the audit committee include:

Financial reporting

• monitoring the statutory audit of the financial statements and the consolidated financial statements and the reporting process, and supervising their accuracy,
• reviewing the interim reports, the half-year financial report, the financial statements release, the sustainability report and the financial statements together with the Board of Directors' report,
• monitoring and evaluating the reporting systems pertaining to financial reporting and, where necessary, sustainability reporting, as well as the functioning of the financial reporting and forecasting processes,
• approving the goodwill impairment testing,
• approving the material management estimates included in the financial statements, the financial statements release, the half-year financial report and the interim reports,
• preparing the proposal for the distribution of dividends,
• approving the Company's accounting and financial reporting principles and any amendments thereto,
• evaluating the use and presentation of alternative performance measures,

Internal Control, Internal Audit and Risk Management

• monitoring and evaluating the effectiveness of internal control, internal audit and risk management systems,
• approving the internal audit charter and monitoring the internal audit plans and reports, as well as approving the internal audit budget,
• monitoring and evaluating the assurance of non-financial reporting, including sustainability reporting, and approving the related plans,
• monitoring the sustainability reporting process, where applicable, and the application of the double materiality concept, as well as reviewing the results of the materiality assessment prior to a resolution by the Board of Directors,
• monitoring significant financial, financing and tax risks,
• monitoring IT security-related processes and risks,

Reporting and Governance

• monitoring non-financial reporting and the annual report,
• reviewing the description of the main features of the internal control and risk management systems relating to the financial reporting process included in the corporate governance statement, and reviewing the corporate governance statement,
• monitoring and evaluating whether agreements and other legal transactions between the Company and its related parties comply with the requirements of ordinary course of business and arm's length terms, and establishing principles for the monitoring and evaluation of related party transactions,
• reviewing the treasury policy and monitoring the Company's financial position and tax status,

Compliance

• evaluating compliance with applicable laws, regulations and the Company's internal policies, and monitoring significant legal proceedings of the group companies,
• monitoring compliance with the Company's Code of Conduct,
• monitoring compliance with data protection and information security regulations and policies,
• preparing the proposal for the election and remuneration of the Company's auditor and, where necessary, the sustainability reporting assurance provider,
• monitoring the conduct of the statutory audit, reviewing the audit report and the auditor's additional report to the Board of Directors, and, where necessary, discussing with the auditor key matters identified in the course of the engagement and reporting to the Board of Directors,
• where necessary, monitoring the conduct of the assurance of sustainability reporting, reviewing the sustainability reporting assurance report, and discussing with the sustainability reporting assurance provider key matters arising in the course of the engagement and reporting to the Board of Directors,
• monitoring and evaluating the independence of the auditor and, in particular, the provision of non-audit services and, where applicable, sustainability reporting assurance services by the auditor, and approving the plan and budget for such services,

Other Duties

• approving the annual plan of the Audit Committee and evaluating the Committee's performance,
• carrying out such other duties as authorised by the Board of Directors

Working methods of the Audit Committee

The Audit Committee shall convene no fewer than five times per year. The Chairperson shall convene the meetings of the Audit Committee. The secretary of the Committee meeting may also be the Group Chief Financial Officer or an external person appointed for the purpose who possesses the requisite qualifications. A meeting of the Committee shall constitute a quorum when the Chairperson and at least one member are present.

The Managing Director and the Chief Financial Officer shall attend the meetings of the Committee. Other people responsible of the Company shall attend the meetings as necessary upon invitation by the Committee.

The Audit Committee shall prepare an annual meeting schedule, which shall include the principal matters to be addressed.

Minutes of the Audit Committee meetings shall be prepared without undue delay and shall be signed by at least the Chairperson and the secretary. The minutes of the Committee meetings shall be distributed to all members of the Board of Directors. The Chairperson of the Audit Committee shall report on the Committee’s activities to the Board of Directors at the next meeting of the Board of Directors.

The Audit Committee shall meet with the auditors, internal auditors and other internal experts of the Company as necessary. The Audit Committee shall also meet with the sustainability reporting assurance provider as necessary. The Audit Committee may engage external advisors as it deems appropriate.

Evaluation of the committees work

The Audit Committee shall conduct a self-assessment of its work once per year. The Chairperson of the Committee shall report the results to the Board of Directors.

The Board of Directors decided on October 21, 2020 to establish a Nomination and Remuneration Committee.

The Board has elected the following members from among its members for the Committee: Bill Östman, Riad Sherif and Arne Boye Nielsen. The Board of Directors elected Bill Östman as Chair of the Nomination and Remuneration Committee.

The members of Nomination and Remuneration Committee have sufficient expertise and experience with respect to the committee's area of responsibility.

Rules of procedure of Revenio Group Corporation's Nomination and Remuneration Committee

Election and composition of the Nomination and Remuneration Committee

The Board of Directors appoints the members and the chair of the Nomination and Remuneration Committee from amongst the Board.

The members of the Nomination and Remuneration Committee shall have the expertise and experience required for the duties of the Committee. The majority of the members of the Committee shall be independent of the company, and the Committee shall act independently when carrying out duties related to remuneration. The CEO or other persons in the management of the company may not be appointed to the Committee.

The Committee will nominate a secretary who will sign the minutes of the meetings together with the chair.

Duties of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee assists the Board of Directors in the preparatory work on the election of directors, on remuneration and nomination of the CEO and other management, and on remuneration schemes for other personnel.

The duties of the Nomination and Remuneration Committee include:

• the preparation of the appointment of the CEO and other senior executive management as well as successor planning

• the preparation of the salary and other financial benefits of the CEO and other senior executive management

• the preparation of matters concerning the company’s remuneration schemes

• the assessment of the remuneration of the CEO and other senior executive management as well as seeing to the appropriateness of the remuneration schemes

• the preparation of the remuneration policy and report

• the presentation of the remuneration policy and report in the general meeting and responding to questions related thereto

• other tasks and reports relating to remuneration and the appointment of executives, as assigned to the Committee by the Board of Directors

Work of the Remuneration and Nomination Committee

The Remuneration and Nomination Committee convenes at least two times per year in accordance with the agreed schedule or at the invitation of the chair. The invitation and the agenda will be sent to the participants of the meeting as well as to the attention of other members of the Board of Directors.

The Committee is competent when the chair of the Committee and at least one member of the Committee is present.

The CEO can also be invited to attend the meeting if the Committee deems it necessary.

The Committee has the authority to have analyses and studies made on all matters within its competence.

Minutes will be drawn up of the meetings of the Committee, and they will be signed at least by the Committee's chair and secretary. The minutes will be made available to the members of the Board of Directors. The matters addressed at the Committee's meetings will be reported to and discussed by the Board of Directors of the company. The Committee will also otherwise report on its operations on a regular basis.