Corporate Governance

The Board of Directors decided on April 26, 2023 to establish an Audit Committee.

At the organizing meeting arranged after the General Meeting 2024, Pekka Vähähyyppä (Chairman), Mervi Airaksinen and Frank Korsström were elected as members of the Audit Committee.

A meeting fee of EUR 500 per meeting was resolved to be paid for meetings of the Board’s Audit Committee.

In accordance with the Limited Liability Companies Act, the duties of the Audit Committee among other things 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.

The Annual General Meeting of 2023 resolved to establish a Shareholders' Nomination Committee. The Nomination Committee is responsible for preparing and presenting proposals concerning the remuneration of the members of the Board of Directors, the number of Board members and the members of the Board to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting. In addition, the Nomination Committee is tasked with seeking candidates for the succession of the Members of the Board of Directors.

The Nomination Committee consists of five (5) members, of which the five (5) largest shareholders of the company are each entitled to appoint one (1) member. The largest shareholders entitled to appoint members are determined annually based on the shareholder information registered on the last working day of August in the company’s shareholders’ register maintained by Euroclear Finland Oy or based on separate holding information presented by holders of nominee-registered shares. If the holder of nominee-registered shares wishes to exercise their right to appoint, they must provide reliable evidence of the number of shares they hold on the last working day of August. The certificate shall be delivered to the Chairman of the Board of Directors by the fourth working day of September, at the latest.

The Chairman of the Board asks the five largest shareholders to each appoint one member to the Nomination Committee in accordance with the determined share ownership. If the shareholder does not wish to exercise their right of appointment, the right shall be transferred to the next largest shareholder who would otherwise not have the right to appoint. If two shareholders have the same number of shares and votes and members appointed by both shareholders cannot be appointed to the Nomination Committee, the issue is decided by lot. The Chairman of the Board convenes the first meeting of the Nomination Committee. The Nomination Committee elects a Chairman from among its members, who will convene the Nomination Committee in the future. Once the Nomination Committee has been selected, the company publishes the composition of the Committee with a stock exchange release. The Nomination Committee is set up for the time being until the Annual General Meeting decides otherwise. The members of the Nomination Committee shall be appointed each year and their term ends upon the appointment of new members.

The Nomination Committee shall submit its proposals to the Board of Directors annually so that they can be included in the notice of the General Meeting and, at the latest, by January 15 preceding the Annual General Meeting. Proposals to the Extraordinary General Meeting must be submitted to the Board of Directors so that they can be included in the notice of the General Meeting.

Composition of the Shareholders’ Nomination Committee of Vincit Plc

Vincit Plc's Annual General Meeting of 26 April 2023 resolved to establish a Shareholders' Nomination Committee and confirmed rules of procedure for the Shareholders' Nomination Committee. The Nomination Committee is set up for the time being until the Annual General Meeting decides otherwise. The members of the Nomination Committee shall be appointed each year, and their term ends upon the appointment of new members.

The following members have been elected to form the Nomination Board of Vincit Plc for the 2024-2025 term:

• Mikko Kuitunen, Chairman of the Board, Vincit
• Lauri Puolanne, Chairman of the Board, Bcore
• Timo Sallinen, Director, Head of Listed Securities, Varma
• Niko Syrjänen, Head of Equities, Elo
• Karoliina Lindroos, Head of Responsible Investment and Sustainability, Ilmarinen