Investors

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: Pekka Tammela (Chair), Arne Boye Nielsen, and Ann-Christine Sundell. 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.

In accordance with the Limited Liability Companies Act, the duties of the Audit Committee are to:

• monitor and assess the financing reporting system;

• monitor and assess the efficiency of internal control and auditing as well as of the risk management systems;

• monitor and assess how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and market terms;

• monitor and evaluate the independence of the auditor and, in particular, the offering of services other than auditing services by the auditor;

• monitor the Company’s auditing;

• prepare the appointment of the Company’s auditor.

In addition, the tasks of the Company Audit Committee include:

• monitoring the statutory auditing of the financial statements and consolidated financial statements as well as the reporting process and ensure their accuracy;

• supervising the financial reporting process;

• reviewing the effectiveness of Revenio Group Corporation's internal control and risk management systems, the Group's risks, and the quality and scope of risk management;

• approving the internal audit guidelines and reviewing the internal audit plans and reports;

• reviewing the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which is included in the Company's Corporate Governance Statement;

• evaluating the independence and work of the statutory auditor and proposing a resolution on the election and fee of the auditor;

• evaluating compliance with laws, regulations, and company policies and monitoring significant litigations of Group companies;

• executing any other duties bestowed upon it by the Board.

The Audit Committee shall convene at least four times a year. Audit Committee meetings are convened by the Chair. The Group CFO may also act as secretary of the Committee meetings. Members of the Board of Directors and the President & CEO have the right to be present at Committee meetings. Committee meetings are quorate when the Chair and at least one member are present.

The Audit Committee shall draw up a meeting schedule for one year at a time, including the main topics to be discussed. Minutes are to be drawn up of Audit Committee meetings without delay and signed by the Chair and secretary. The Committee meeting minutes are to be distributed to all Board members. The Chair of the Audit Committee shall report separately to the Board on the key observations of the Committee at least four times a year.

The Audit Committee evaluates its own work once a year in the form of self-assessment. The Committee Chair reports the results to the Board of Directors.

The Audit Committee meets with the auditors, internal auditors, and other experts within the Company as necessary. The Audit Committee may use external experts as required.

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

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

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

The members of the Remuneration and Nomination 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 Remuneration and Nomination Committee

The Remuneration and Nomination 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 Remuneration and Nomination Committee include:

• the preparation of a proposal for the appointment of directors made to the general meeting

• the preparation of a proposal concerning the remuneration of the directors made to the general meeting

• the presentation of a proposal concerning directors to be made to the general meeting

• finding successor candidates for directors

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

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

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

• the assessment of the remuneration of the CEO and other 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

Work of the Remuneration and Nomination Committee

The Remuneration and Nomination Committee convenes at least two times per year 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 by the Committee's chair and secretary. The minutes will be discussed by the Board of Directors of the company. The Committee will also otherwise report on its operations on a regular basis.