Componenta Oyj — Governance Information 2021

Mar 12, 2021

Componenta Corporation Corporate Governance Statement
2020

COMPONENTA

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Componenta Corporation Corporate Governance Statement 2020

The parent company of the Componenta Group is Componenta Corporation ("Componenta" or the "Company"), a public company registered in Finland whose shares are listed on the Helsinki Stock Exchange. The parent company and its subsidiaries form Componenta Group.

The Componenta Corporate Governance Statement 2020 has been prepared in accordance with the Finnish Corporate Governance Code 2020, published by the Securities Market Association, and is published simultaneously with the report of the Board of Directors, but as a separate report on the company website at www.commonenta.com. Componenta complies with the Corporate Governance Code 2020 with no exceptions. The Corporate Governance Code is available at www.cgfinland.fi.

The Board of Directors of Componenta Corporation has reviewed this statement. The statement will not be updated during the financial period, but up-to-date information on its sections is available on Componenta's website: www.commonenta.com/investors/corporate-governance.

GOVERNING BODIES OF COMPONENTA

Supreme authority at Componenta is exercised by the shareholders at the General Meeting of Shareholders.

The company is managed by the Board of Directors and the President and CEO.

At the Group level, the President and CEO is responsible for operations. The Group's Corporate Executive Team assists and supports the President and CEO in carrying out his or her duties.

Governing bodies

*) Componenta Group's financial administration conducts an internal audit of Group companies in accordance with the annual plan by utilizing external specialists if necessary.

Corporate Governance Statement 2020

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Corporate Governance Statement 2020

General meeting

Shareholders exercise their decision-making rights at the General Meeting, where they have the right to speak, ask questions and vote. The Annual General Meeting of Componenta must be held within six months of the end of the financial period.

The General Meeting decides on matters that come under its authority as defined in the Companies Act and the company's Articles of Association. These include approval of the financial statements, deciding on the use of the profit shown in the balance sheet, and the election of Board members and auditor.

Every Componenta shareholder is entitled to attend the General Meeting. One share carries one vote at a General Meeting.

An Extraordinary General Meeting must be held if shareholders representing a minimum of 10% of the shares demand it in writing in order to process a specific matter.

As a rule, the General Meeting of Shareholders processes matters proposed by the Board of Directors to the General Meeting. A shareholder is entitled to have a matter included in the agenda of the meeting if, according to the Limited Liability Companies Act, it falls within the competence of the Annual General Meeting, provided that the shareholder requests this from the Board in writing early enough for the matter to be included in the notice of the meeting. In order to have a matter included in the agenda of a General Meeting, the shareholder must submit a request with justifications or decision proposals in writing to Componenta Corporation, Teknobulevardi 7, FI-01530 Vantaa, Finland. The company will publish the date by which shareholders must submit their requests on its website by the end of the financial year preceding the General Meeting of Shareholders.

Board of Directors

Composition

The Annual General Meeting elects the Board of Directors of Componenta every year, which, according to the Company's Articles of Association, has 3-7 members. The term of office of the Board continues until the close of the following Annual General Meeting. The Board elects a Chairman and Vice Chairman from its members. The Shareholders' Nomination Board prepares the proposals for the Annual General Meeting concerning the composition of the Board of Directors. The diversity of the future Board is taken into account when proposing and electing Board members, ensuring, for example, that both men and women are represented and that the expertise and experience of Board members correspond to the needs of the company.

The majority of the Board members must be independent of the Company. In addition, at least two of the members belonging to this majority must be independent of major shareholders in the Company. Independence is evaluated in accordance with Recommendation 10 of the Corporate Governance Code 2020.

The Annual General Meeting decides on the remuneration paid to the Board.

Operations of the Board of Directors

The Board of Directors draws up written Rules of Procedure for itself. The main tasks and duties of the Board of Directors are to:

• oversee the management and business operations of Componenta and make major decisions relating to its strategy, capital expenditure, organization, corporate transactions and financing;
• appoint the President and CEO and the members of the Group's Corporate Executive Team, and approve the organizational structure;
• ensure that the Company's accounting, supervision of financial management and risk management have been arranged appropriately;
• approve the key operating principles and values, and confirm the annual business plans and budgets;
• make proposals to the General Meetings and convene the meetings;
• inspect and monitor the quality and correctness of annual reports, six-month reports and business reviews;
• monitor the financial position of the company and the sufficiency of its financing;
• inspect the external audit plan, to approve the budget for the external audit and new assignments exceeding the separately set limits;

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• process and approve the remuneration policy to be presented to the General Meeting, prepare the remuneration report and decide on the principles for potential remuneration systems;
• to monitor and assess transactions of related parties, and
• to monitor and ensure compliance.

The Board is responsible for the duties of the Audit Committee. As part of these duties, the Board
- monitors and assesses the financial reporting system,
- monitors the effectiveness of internal control, internal audit and risk management systems,
- assesses the independence of the auditor and, particularly, the non-audit services offered by the auditor,
- monitors the company's audit,
- prepares the election of the company's auditor, and
- processes the report on the company's administration and steering system and the report on non-financial information to be issued.

The Board meets when it is convened by the Chairman or, in their absence, by the Vice Chairman. The Board forms a quorum when more than half of the members are present. Componenta's General Counsel serves as secretary to the Board meetings.

The Board of Directors evaluates its own performance annually under the leadership of the Chairman. The Board also reviews the principles of corporate governance annually and amends it when required.

Shareholders' Nomination Board

Componenta has a Shareholders' Nomination Board which has the task each year of preparing and presenting the proposals for members of the Board of Directors and their remuneration to be made to the following Annual General Meeting. The Nomination Board is convened annually by asking the three largest shareholders in the Company, as of 31 August, to appoint one member to the board. In addition to these, the chairman of the Company's Board of Directors serves as an expert member of the board.

The members of the Nomination Board elect one of the members to be chairman of the board. The first meeting of the Nomination Board is convened by the chairman of the Company's Board of Directors and, after that, the meetings are convened by the chairman of the board. The Nomination Board gives its proposal to the Company's Board of Directors no later than the end of the January preceding the Annual General Meeting. The Nomination Board makes sure that the proposal is presented at the Annual General Meeting.

The Nomination Board has written rules of procedure, which state that its main tasks and duties are to
- prepare and present the proposal to be made to the AGM concerning the number of members on the Board of Directors;
- prepare and present the proposal to be made to the AGM concerning the members of the Board of Directors;
- prepare and present the proposal to be made to the AGM concerning the remuneration of the members of the Board of Directors; and
- look for succession candidates for the members of the Board.

Board diversity

When preparing its proposal for members of the Board of Directors, the Nomination Board pays attention to the Board diversity policy, available on the company's website. According to the diversity policy, the persons proposed for the Board of Directors shall possess wide-ranging expertise in the business operations of companies with international operations and the development of these. According to the diversity policy, it would be of great advantage to the work of the Board if a member of the Board had experience of the company's business sector or of a major customer segment.

When selecting the members of the Board the goal is that they represent both genders and that their know-how and experience of the different areas in business operations (including production, sales, treasury and financial administration) complement each other and cover the key functions at industrial and listed companies. A further goal is to ensure continuity, so that at least some of the people elected to the Board possess experience of the company's business operations over a longer period.

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In its current assembly, the Board of Directors is sufficiently compliant with the company's diversity policy. The members of the Board of Directors possess wide-ranging expertise in the business operations of companies with international operations and the development of these, are experienced in the company's field of operation, and complement each other's knowledge of the company's different business areas. There are three men and one woman in the Board of Directors.

President and CEO

The Board of Directors appoints the President and CEO and decides on the remuneration and other benefits of the President and CEO. The Board of Directors will ensure that the financial benefits provided to the CEO on the basis of the contract of service are compliant with the company's valid remuneration policy concerning corporate bodies.

The President and CEO is responsible for managing and developing Componenta's business in accordance with the Finnish Limited Companies Act and the instructions given by the Board of Directors.

The President and CEO prepares and presents matters for consideration at Board meetings and implements the decisions of the Board of Directors. They report to the Board of Directors, inter alia, on matters including the Company's financial situation, its business environment and other major matters. The President and CEO also prepares and implements the Group's strategy in accordance with the decisions of the Board.

The President and CEO is chairman of Componenta's Corporate Executive Team.

Corporate Executive Team

Componenta's Corporate Executive Team assists the President and CEO in managing and developing Componenta. The Board of Directors decides on the appointment of members of the Corporate Executive Team and on the terms of their employment based on the proposal of the President and CEO, in accordance with the "one over one" principle in use at the Group.

The members of Componenta's Corporate Executive Team are those in charge of the Group's major functions and the senior vice presidents in charge of the Group's business areas. The Corporate Executive Team convenes regularly, approximately once a month. Its key tasks include promoting the achievement of the Group's business goals and the development of business operations.

Risk management, internal control and internal audit

Risk management is part of the company's monitoring system and it aims to ensure that the risks to which the company's business is exposed are identified, evaluated and monitored. It aims to help forecast the threats and opportunities for business operations and ensure the continuity of business.

The objective of internal control and risk management related to Componenta's financial reporting is to ensure that the reporting is reliable and that all applicable laws and regulations have been complied with.

Componenta compiles its financial reporting in accordance with the International Financial Reporting Standards (IFRS), the Finnish Securities Markets Act, the Finnish Accounting Act and the guidelines and statements of the Finnish Accounting Board, while also complying with the rules and regulations of the Finnish Financial Supervisory Authority and the rules of Nasdaq Helsinki Ltd.

Risk management

The Board of Directors confirms the principles for risk management and those responsible for this. The Board of Directors monitors the effectiveness of risk management systems. The President and CEO supervises the implementation of the risk management program to ensure that it focuses on matters that are essential for local and operational activities. The Corporate Executive Team participates in identifying and evaluating risks, allocating responsibilities and monitoring the risks.

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The CFO is responsible for development of Componenta's risk management.

Management of business operations is responsible for identifying and managing risks in their own business areas as part of their operational activities.

All employees are responsible for identifying and evaluating the risks that are related to their work or that are otherwise under their control and for reporting on them to their supervisors.

The financial risks relating to Componenta Group's business operations are managed in accordance with the Treasury Policy approved by the Board of Directors. The Group's treasury department manages financial risks and ensures, for their own part, the availability of equity and debt finance to the Group on competitive terms. The Group's treasury department is also responsible for managing and hedging the cash position.

The Corporate Executive Team conducts the Enterprise Risk Management (ERM) process annually and monitors the major risks to operations regularly. The main risks are identified and evaluated in the ERM process and corrective action is decided on.

Control environment

The purpose of Componenta's internal control is to ensure that the Group operates in line with its strategy profitably and effectively, that risk management is arranged appropriately and adequately and that the financial and operational reporting is reliable. Control is based on Componenta's values, operating principles, policies and guidelines. Internal control is part of management, governance and daily operations.

Financial reporting and supervision are based on budgets drafted and confirmed once a year and on monthly performance reporting. The CFO is responsible for the financial reporting process and for ensuring that the related instructions are consistent and updated regularly. Controllers and management at each unit are responsible for ensuring that reporting is carried out in accordance with instructions.

Open and adequate communications ensure an effective and functional control environment. Information on reporting tools, as well as instructions and principles relating to financial reporting, have been provided for all the parties involved in financial reporting, and they are

also available on the Group's intranet. Matters such as new reporting requirements are communicated to the financial organization on a regular basis. The Group's CFO reports to the Board of Directors regularly on matters pertaining to internal control.

The Board of Directors supervises the Group's financial reporting process and monitors the effectiveness of internal control, internal audit and risk management systems.

Internal monitoring

The profitability and efficiency of Componenta's operations and the achievement of financial objectives are monitored regularly by means of Group-wide financial reporting. The effectiveness of measures in internal control related to financial reporting is monitored by the Board of Directors, the President and CEO, the Corporate Executive Team and operative management teams.

Common, group-wide ways of operating also cover reporting, and the related instructions are included in the Controller's Manual maintained by Group Accounting. The CFO has defined the control measures that cover the reporting process and allocated responsibilities for their implementation.

A controller is responsible for the financial reporting of operational business units in cooperation with the management of each unit. The management team for each business unit and business area analyses its own financial reports, including volumes, profits, costs, profitability and working capital, every month before the reporting meeting of the Corporate Executive Team.

The Board of Directors is responsible for the final evaluation of the Group's result.

Internal audit

Componenta Group's internal audit is conducted in accordance with the operating principles approved by the Board of Directors. These principles are based on the Group's internal reporting and the annual audit plan approved by the Board.

Componenta Group's financial administration conducts an internal audit of Group companies in accordance with the annual plan and by utilizing external specialists in audit if necessary.

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Financial reporting that covers the whole Group regularly monitors how well financial targets are being met. The reports include actual figures, budgets and up-to-date estimates for the current year.

Insider management

Componenta Corporation complies with Market Abuse Regulation ((EU) No 596/2014, "MAR") and Level 2 regulation under it, the provisions of the Finnish Securities Markets Act and the Finnish Penal Code, any regulation and guidance given by the European Securities and Markets Authority (ESMA) and the Finnish Financial Supervisory Authority as well as the Guidelines for Insiders published by Nasdaq Helsinki in the form valid at any given time. These are supplemented by the company's own insider guideline, aimed to establish clear operating guidelines and rules on insider management, publication of inside information, maintenance of lists of insiders and transactions by the management and their related parties. The insider guideline has been distributed to all insiders.

At Componenta, insiders include managers subject to notification obligations and project-specific insiders.

In accordance with the applicable legislation, the persons discharging managerial responsibilities in Componenta (the Board of Directors, President and CEO and the Corporate Executive Team) and the persons closely associated with them notify Componenta and the Financial Supervisory Authority of any trading and other transactions related to Componenta's shares or debt instruments or related derivatives or other financial instruments made on their own account no later than within three days of the transaction. The lower threshold for the notification obligation is EUR 5,000 per calendar year. Componenta makes public disclosures on the aforementioned trading and transactions in accordance with the applicable legislation.

Componenta complies with the prohibition on trading (the so-called closed window) that starts 30 days before the release of a financial report or financial statement and ends with the release of the financial report or financial statement. During this time, the persons discharging managerial responsibilities in Componenta (the Board of Directors, President and CEO and the Group's Corporate Executive Team) may not, on their own account or for a third party, directly

or indirectly, engage in trading and other transactions related to Componenta's shares or debt instruments or related derivatives or other financial instruments. This prohibition on trading also applies to any separately appointed persons involved in the preparation of Componenta's financial reports.

Componenta maintains a project-specific insider list of any projects and events which, if realised, are likely to have a significant effect on the value of Componenta's shares, financial instruments or the derivatives related to them, and the publication of which has been postponed in accordance with MAR. Every person with access to inside information related to the project is recorded in the project-specific insider list. If inside information is disclosed to parties outside of Componenta (such as financial or other advisors), the person disclosing the information must ensure that the recipient of the information undertakes to keep the information confidential and complies with the insider regulations in force. Parties acting on behalf of or for Componenta have a separate obligation to prepare and maintain insider list of persons who have access to the insider information.

A person named in a project-specific list may not unlawfully disclose the inside information to outsiders or other Componenta employees, trade or engage in transactions with Componenta's financial instruments or advise others in relation to the aforementioned. Moreover, amending and cancelling assignments involving Componenta's financial instruments is prohibited when in possession of inside information. The full insider guideline is available on the company's intranet. The General Counsel is responsible for the company's insider affairs.

AUDIT

The Annual General Meeting appoints the auditor and decides on the remuneration of the auditor.

The company has one auditor that must be a firm of authorised public accountants approved by the Finnish Patent and Registration Office. In addition to the duties prescribed in current accounting regulations, the auditor reports regularly to Componenta's Board of Directors.

The responsible auditor may function as an auditor for a maximum of seven years in succession.

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Corporate Governance Statement 2020

PRINCIPLES CONCERNING RELATED PARTIES

When monitoring and reporting related party transactions, Componenta observes the provisions of the Finnish Limited Liability Companies Act, the Finnish Corporate Governance Code and the requirements of international financial reporting standards. The monitoring and assessment of related parties is the responsibility of Componenta's Board of Directors that has also approved the principles concerning the monitoring and assessment of related parties.

Componenta maintains a list of the persons and entities included in its related parties for the purpose of identifying any related party transactions. All persons and entities included in related parties are obliged to announce or otherwise inform the company of any conflicts of interest on their own initiative.

The Board of Directors of Componenta or its general meeting, when required, will decide, observing the disqualification provisions, on related party transactions that are not part of the company's normal operations or which are concluded in deviation from ordinary commercial terms and conditions. Componenta may conclude with its related parties transactions which are associated with the company's contracts concluded according to standard terms and conditions, or are associated with contracts offered to customers and personnel within the constraints of normal pricing or which are below the limit in euros set in the approved principles. Componenta's Board of Directors monitors and assesses how the contracts and other legal transactions concluded between the company and its related parties fulfil the criteria of being part of normal operations and having market terms and conditions.

The information on transactions with related parties is obtained quarterly from Componenta's accounts in conjunction with regular financial reporting. The remuneration and fringe benefits or persons included in related parties are monitored separately for financial statements reporting. Componenta reports related party transactions regularly in its financial statements. Furthermore, Componenta publicises related party transactions in compliance with the Securities Markets Act, the Stock Exchange rules and the Decree governing market misconduct.

COMMUNICATION

Information about Componenta and its governance is published on the Group's website. All releases and reports published by Componenta are available on the Group's website immediately after they have been published.

Componenta's governing principles, the Corporate Governance Statement and a separate Remuneration Statement are available at www.commonenta.com.

OTHER MATTERS

Whistleblowing

Componenta has a code of practice for processing reports on any insider training, market manipulation or attempt or suspicion thereof or unlawful or dishonest practice regarding accounting, internal control, audit or other operations of the company by the company's employees and other stakeholders ("whistleblowing notifications"). The company's Board of Directors has designated the General Counsel to receive and process any whistleblowing notifications.

Each Componenta employee is liable to report any breaches or non-compliance with the law, the company's Code of Conduct or other instructions issued by Componenta they observe. Componenta employees may report any breaches of instructions issued by Componenta to their supervisors. Each supervisor at Componenta is liable to advise how to act regarding misdemeanours. The company's General Counsel may also be contacted in such cases.

Any suspected breaches of Componenta's Code of Conduct, legislation and regulations may also be reported via the Whistleblowing channel by e-mail to whistleblow@componenta.com or by mail to Componenta Corporation, Legal Affairs, Teknobulevardi 7, FI-01530 Vantaa, Finland. In addition to Componenta's employees, these channels are available for everyone outside the company to use.

Regardless of the means through which the notification was received, all bona fide claims of any breaches or non-compliance with Componenta's Code of Conduct or other instructions issued by the company will be investigated fairly and thoroughly by using appropriate internal and/or external expertise.

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Componenta ensures that no employee who reports breaches of legislation, the company's Code of Conduct or other guidelines issued by Componenta will be subjected to any harmful consequences due to reporting them.

GOVERNANCE IN 2020

General Meeting

The Annual General Meeting for 2020 was held on 16 April 2020. At the Annual General Meeting, some 10.4% of the company's shares and votes were represented. The minutes of the General Meeting are available on the company's website at www.componenta.com/investors/corporate-governance/general-meeting. Additionally, on 29 October 2020 an Extraordinary General Meeting was held, in which 30.7% of the company's shares and votes were represented.

Board of Directors

The Annual General Meeting elected the following four members to the Board of Directors: Anne Leskelä, Harri Pynnä, Harri Suutari and Petteri Walldén.

At its organisational meeting held after the Annual General Meeting, the Board of Directors elected Harri Suutari as Chairman of the Board and Anne Leskelä as Vice Chairman of the Board.

The Componenta Board of Directors has assessed the independence of its members. Anne Leskelä, Harri Pynnä and Petteri Walldén are independent of the company and its significant shareholders. Harri Suutari is independent of major shareholders, but not of the company, because he has been the company's President and CEO from November 2015 to the end of August 2019.

The Board of Directors did not establish any Board committees during the financial year 2020.

Board Members

Board member	Born	Education and training	Primary role	Board member since	Share ownership 31 December 2020
Harri Suutari, Chairman	1959	Bachelor of Engineering	Board professional	2019 (2012–2015)	112,266 shares (direct ownership 62,286 shares, indirect ownership 49,980 shares)
Anne Leskelä	1962	M.Sc. (Econ.)	Board professional	2017	–
Harri Pynnä	1956	LL.M.	Board professional	2019	–
Petteri Walldén	1948	M.Sc. (Tech.)	Board professional	2017	–

Additional information on the Board members is available on page 11 of this document.

Board meetings

The Board of Directors met 19 times in 2020. The Board members' participation rate was 100%.

Board member	Participation in meetings	Participation rate, %
Harri Suutari (Chairman)	19/19	100 %
Anne Leskelä (Vice Chairman)	19/19	100 %
Harri Pynnä	19/19	100 %
Petteri Walldén	19/19	100 %
Asko Nevala (member of the Board of Directors until 16 April 2020)	5/5	100 %

The Board of Directors evaluated its own performance in October 2020 under the leadership of the Chairman.

Shareholders' Nomination Board in 2020

During 1 January – 31 August 2020, the Nomination Board consisted of (as nominated in 2019) Harri Suutari, Chairman of the Componenta Board of Directors, representing shareholder Etra Capital Oy and acting as an expert member of the Nomination Board, Timo Sallinen, representing shareholder Varma Mutual Pension Insurance Company, and Hanna Hiidenpalo, representing shareholder Elo Mutual Pension Insurance Company.

Corporate Governance Statement 2020

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Of the largest shareholders recorded in Componenta's shareholders' register on 31 August 2020, CapMan Buyout VIII Fund A L.P. sold on 5 October 2020 all its shares of Componenta Corporation. Thus, CapMan Buyout VIII Fund A L.P.'s nominated representative resigned from the Nomination Board before the organisational meeting. Shareholders who have not been represented in the Nomination Board were requested to nominate a new member to the Nomination Board according to the shareholder's number of votes as of the resignation date of the representative of CapMan Buyout VIII Fund A L.P. As of 15 October 2020, the members of the Nomination Board were: Kyösti Kakkonen, representing shareholder Joensuun Kauppa ja Kone Oy, Harri Suutari, Chairman of the Componenta Board of Directors, representing shareholder Etra Capital Oy and acting as an expert member, and Timo Sallinen, representing shareholder Varma Mutual Pension Insurance Company.

The Nomination Board met four (4) times during 2020, and the meetings had an attendance rate of 100%.

President and CEO, the Group's Corporate Executive Team

Sami Sivuranta, M.Sc. (Eng.), b. 1975, was appointed Componenta's President and CEO on 11 March 2020.

Marko Penttinen, M.Sc. (Econ.), MBA, Bachelor of Engineering, b. 1967 acted as Componenta's President and CEO until 11 March 2020.

Componenta Corporate Executive Team members on 31 December 2020

	Role	Year of birth	Education and training	Member of the Corporate Executive Team since	Share ownership 31 December 2020
Sami Sivuranta	President and CEO	1975	M.Sc. (Tech.)	2019	–
Mervi Immonen	General Counsel	1979	LL.M.	2018	–
Marko Karppinen	CFO	1971	M.Sc. (Econ.)	2016	–
Pasi Mäkinen	COO	1969	Bachelor of Engineering	2015	58

Related party transactions

In 2020, the company did not have any related party transactions deviating from ordinary business operations or ordinary commercial terms and conditions.

Auditor and remuneration of the auditor

Componenta's primary auditor in 2020 was Authorized Public Accountants PricewaterhouseCoopers Oy. Samuli Perälä, Authorised Public Accountant, acted as the responsible auditor. In accordance with the resolution of the General Meeting of 16 April 2020, the fees paid to the auditor were based on invoicing. In 2020, the accrual-based fees for the auditors of the companies belonging to the Componenta Group amounted to approximately EUR 269,000 (421,000), broken down as follows:

Auditing fees, EUR continued operations	2020	2019
Audits	150,000	169,000
Services not related to audits	119,000	252,000

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BOARD OF DIRECTORS, 31 DECEMBER 2020

Harri Suutari

b. 1959, B. Sc. (Eng.)

Chairman 2012 – 2015 and since 2019

Board Member 2012 – 2015 and since 2019

Primary work experience

• Componenta Corporation, President and CEO, 2015 – 2019
• Board professional, 2012 – 2015
• PKC Group Plc, President and CEO, 2002 – 2005 and 2008 – 2012
• Ponsse Plc, President and CEO, 1994 – 2000
• Kajaani Automatikka Oy, President and CEO, 1984 – 1996

Key positions of trust

• Talgraf Oy, Chairman of the Board
• Proventia Oy, Chairman of the Board
• PunaMusta Media Oyj, Vice Chairman of the Board
• HKScan Corporation, Kauppahuone Laakkonen Oy and Oy M–Filter Ab, Board Member

Componenta's shares

Total 112,266 pcs (direct ownership 62,286 pcs, indirect ownership 49,980 pcs)

Anne Leskelä

b. 1962, M.Sc.(Econ.)

Board member since 2017, Vice Chairman since 2019

Primary work experience

• Nokian Tyres plc., Vice President, Finance & IR, 2006 – 2018
• Nokian Tyres plc, Treasurer, 2005 – 2006
• Nokian Tyres plc, Manager, treasury, 1998 – 2005
• Nokian Tyres plc, Dealer, treasury, 1997 – 1998
• Oy Kyro Ab, Financial analyst, group, 1995 – 1997
• Suomen Säästöpankki – SSP Oy, rahoituspankki, Manager, domestic money market, 1992 – 1994
• SSP Tampereen Alue, Dealer, 1989 – 1992

Key positions of trust

• Tammer Brands Oy, Chairman of the Board of Directors
• HKScan Oyj, Board member, Chairman of the Audit Committee
• Kojamo Oyj, Board member, Chairman of the Audit Committee
• Robit Oyj, Board member
• Image Wear Oy, Board member

Componenta's shares

Harri Pynnä

b. 1956, LL.M.

Member of the Board of Directors since 2019

Primary work experience

• Caruna Networks Group, Senior Adviser, 2019 – 2020
• Caruna Networks Group, Head of Company Development/Head of Governance, Compliance and Risks, 2013 – 2019
• Fortum Corporation, Group General Counsel, 1998 – 2013
• Ministry of Trade and Industry, Industrial Counsellor, 1994 – 1998
• Union Bank of Finland and Union Bank of Finland Luxembourg SA, Senior Vice President, 1986 – 1994

Componenta's shares

Petteri Walldén

b. 1948, M.Sc. (Eng.)

Board Member since 2017, Chairman 2017 – 2019

Primary work experience

• Alteams Oy, President and CEO, 2007 – 2010
• Onninen Oy, President and CEO, 2001 – 2005
• Ensto Ltd., President and CEO, 1996 – 2001
• Nokia Kaapeli Oy, President and CEO, 1990 – 1996
• Sako Oy, President and CEO, 1987 – 1990

Key positions of trust

• Savonlinna Opera Festival, Chairman of the Board
• Tikkurila Oyj, Vice Chairman of the Board
• Alteams Oy, Board Member

Componenta's shares

Corporate Governance Statement 2020

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CORPORATE EXECUTIVE TEAM, 31 DECEMBER 2020

Sami Sivuranta

b. 1975, M.Sc. (Eng.)

President and CEO since 2020

Corporate Executive Team member since

2019, Chairman since 2020

Primary work experience

• Componenta Corporation, Director, Business Development, 2019 – 2020
• HKScan Corporation, Executive Vice President Operations, 2018 – 2019
• Consolis Parma Ltd., Director Business Development, 2016 – 2017
• Componenta Corporation, Senior Vice President Development, 2016
• Componenta BV, Vice President Heerlen Foundry, 2015 – 2016
• Componenta Corporation, Vice President Internal Sourcing, 2012 – 2014
• Componenta Corporation, Sales Director Machine Building Nordic, 2010 – 2012
• Componenta Corporation, Manager Internal Sourcing, 2009 – 2010
• Componenta Karkkila Oy, Production Manager, 2006 – 2009
• Componenta Karkkila Oy, Manager Quality and Environment, 2004 – 2006

Componenta's shares

Mervi Immonen

b. 1979, LL.M., BBA

• General Counsel since 2018
• Member of the Corporate Executive Team since 2018

Primary work experience

• Componenta Corporation, Legal Counsel, 2017 – 2018
• Resurs Bank AB branch in Finland, Legal Counsel, 2014 – 2017
• Finaref Ltd. / Resurs Bank AB branch in Finland, Collection Manager, 2011 – 2014
• RealNetworks, Inc., Finance and Operations Manager, 2010 – 2011
• DNA Plc., Associate Lawyer, 2010
• Ari Niemelä Attorneys at Law Ltd., Associate Lawyer, 2008 – 2010

Componenta's shares

Marko Karppinen

b. 1971, M.Sc. (Econ.)

• CFO since 2016
• Member of the Corporate Executive Team since 2016

Primary work experience

• Componenta Corporation, Senior Vice President, Development, 2016
• Componenta Turkey, Vice President, Business Development, 2016
• PKC Group Plc., Director, Internal Audit, 2013 – 2016
• PKC Group Plc., CFO (interim), South America region, 2013 – 2014
• PKC Group USA Inc., Senior Vice President, Business Development, 2011 – 2013
• Proventia Group Oy, CFO, 2007 – 2011
• PKC Group Plc., CFO, 2003 – 2007
• Ponsse Plc., CFO and other financial positions, 1994 – 2001

Componenta's shares

Pasi Mäkinen

b. 1969, B.Sc. (Eng.)

• COO since 2020
• Member of the Corporate Executive Team since 2015

Primary work experience

• Componenta Corporation, Director, Material Services 2019 – 2020
• Componenta Corporation, COO, 2017 – 2019
• Componenta Corporation, Senior Vice President, Turkey Iron Business, 2016 – 2017
• Componenta Corporation, Business Unit Director, Orhangazi Foundry Turkey, 2015 – 2016
• Valmet Technologies Inc., Vice President Foundry Operations, 2013 – 2015
• Metso Foundries Jyväskylä Oy, President, 2008 – 2013
• Valmet Oyj / Metso Paper Oy / Metso Foundries Jyväskylä Oy, Production Manager, 1999 – 2008

Componenta's shares

58

Contact details

Componenta Oyj, Head Office

Address Teknobulevardi 7, FI-01530 Vantaa

Telephone: +358 10 403 00

E-mail addresses: firstname.lastname@componenta.com

www.componenta.com

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COMPONENTA