Componenta Oyj — Governance Information 2022

Mar 16, 2022

Corporate Governance Statement 2021

COMPONENTA

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Componenta Corporation Corporate Governance Statement 2021

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

Corporate Governance Statement 2021

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Corporate Governance Statement 2021

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. Each 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;
• monitor and control the financial reporting process and ensure that the reporting process produces correct information, and approve important accounting policies;
• inspect and monitor the quality and correctness of annual reports, half-year 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;
• meet with the external auditor as necessary and review all material reports issued by the external auditor;

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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 corporate governance statement 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 general meeting concerning the number of members on the Board of Directors;
- prepare and present the proposal to be made to the general meeting concerning the members of the Board of Directors;
- prepare and present the proposal to be made to the general meeting 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 group.

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.

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.

Corporate Governance Statement 2021

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Corporate Governance Statement 2021

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. He reports 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. 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.

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 possible 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.

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Corporate Governance Statement 2021

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 monitoring activities regarding its correctness are based on annual and approved budgets, monthly forecasts and profit and loss reporting. The Group Finance and the administration of Group's Units are responsible for the financial reporting process and the regularly updated instructions.

Open and adequate communication ensures an efficient and effective control environment. Information on reporting tools, guidelines and principles for financial reporting have been onboarded with all those involved in financial reporting in accordance with their respective responsibilities. The guidelines and principles for financial reporting are available within the Group Finance and on the Group's intranet to that extent as the guidelines also affect the Group's other functions. New reporting requirements and other requirements alike are regularly reported within the financial organization in accordance with respective responsibilities of each individual. The Group CFO regularly reports to the Board of Directors on matters related 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.

Group-wide joint practices also cover reporting, the instructions for which are communicated regularly with those involved in the reporting process in accordance with their respective responsibilities. The Group Controller monitors the implementation of measures in accordance with the guidelines for Group-wide reporting processes together with the Group CFO.

A unit 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's Group Finance performs the strengthening of the internal control environment of the Group's various functions within the framework of the annual plan. Componenta utilizes external experts in internal audit as needed, but currently the development of an internal control environment is perceived as a more effective way to strengthen internal control. In accordance with Recommendation 26 of the Corporate Governance Code 2020, it is not always expedient for a company to organize internal audit as a separate function within its organization. Componenta has adopted the current approach by assessing the nature and scope of its business operations and operations.

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.

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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 based on the Board of Director's proposal 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. In addition, Componenta complies with the provisions of the Auditing Act and the EU Audit Regulation regarding the maximum term of office of an audit firm.

Principles concerning related parties

When monitoring and reporting related party transactions, Componenta observes the provisions of applicable legislation, 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

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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

TInformation 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.componenta.com.

Other matters

Whistleblowing

Componenta has a code of practice for processing reports on any insider trading, 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.

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.

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Governance in 2021

General Meeting

The Annual General Meeting for 2021 was held on 9 April 2021. At the Annual General Meeting, some 21.44% of the Company's shares and votes were represented. The minutes of the General Meeting are available on the Company's website at www.compo-nenta.com/investors/corporate-governance/generalmeeting.

In order to limit the spread of the COVID-19 pandemic, the Annual General Meeting was held pursuant to the temporary act 677/2020. The Company's shareholders were able to attend the Annual General Meeting and exercise their shareholder rights only by voting in advance and submitting counter-proposals and questions in advance.

Board of Directors

The Annual General Meeting elected the following four members to the Board of Directors: Tomas Hedenborg, Anne Leskelä, 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. Tomas Hedenborg, Anne Leskelä and Petteri Walldén are independent of the company and its significant shareholders. Harri Suutari is independent of significant 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 2021.

Board meetings

The Board of Directors met 17 times in 2021. The Board members' participation rate was 100%.

Board member	Participation in meetings	Participation rate, %
Harri Suutari
Chairman	17/17	100%
Anne Leskelä
Vice Chairman	17/17	100%
Tomas Hedenborg
(member since 9.4.2021)	13/13	100%
Petteri Walldén	17/17	100%
Harri Pynnä
(member until 9.4.2021)	4/4	100%

The Board of Directors evaluated its own performance in November 2021 under the leadership of the Chairman.

Shareholders' Nomination Board in 2021

During 1 January–31 December 2021, the Nomination Board consisted of 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. Harri Suutari acted as the Chairman of the Nominations Board.

The Nomination Board met two (2) times during 2021, and the meetings had an attendance rate of 100%.

Composition of the Board of Directors 31.12.2021

Board member	Born	Education	Primary role	Board member since	Shares 31 December 2021
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
Vice Chairman	1962	M.Sc. (Econ.)	Board professional	2017	-
Tomas Hedenborg	1959	M.Sc. (Tech.)	Board professional	2021	-
Petteri Walldén	1948	M.Sc. (Tech.)	Board professional	2017	-

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

Corporate Governance Statement 2021

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Corporate Governance Statement 2021
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President and CEO, the Group's Corporate Executive Team

Componenta Corporate Executive Team members on 31 December 2021

	Role	Born	Education	Member of the Corporate Executive Team since	Shares 31 December 2021	Options 31 December 2021 *
Sami Sivuranta	President and CEO	1975	M.sc. (Tech.)	2019	3,897	2018A: 6,800
2018B: 5,566
2018C: 7,540
Marko Karppinen	CFO	1971	M.Sc. (Econ.)	2016	5,562	2018A: 6,800
2018B: 5,566
2018C: 7,540
Pasi Mäkinen	COO	1969	Bachelor of Engineering	2015	5,620	2018A: 6,800
2018B: 5,566
2018C: 7,540
Hanna Seppänen	General Counsel	1974	LL.M.	2021	-	2018C: 7,542

• Each stock option entitles the holder to subscribe for two new shares in the company or shares held by the company.

LL.M. Hanna Seppänen was appointed as General Counsel of Componenta as of 1 November 2021. LL.M. Mervi Immonen served as General Counsel until 30 June 2021.

Related party transactions

In 2021, 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 auditor in 2021 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 9 April 2021, the fees paid to the auditor were based on invoicing. In 2021, the accrual-based fees for the auditors of the companies belonging to the Componenta Group amounted to approximately EUR 159,800 (269,000), broken down as follows:

Auditing fees, EUR, continued operations	2021	2020
Audits	150,000	150,000
Services not related to audits	9,800	119,000

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Board of Directors, 31 December 2021

Harri Suutari

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

• Chairman 2012–2015 and since 2019–
• Board Member 2012–2015 and since 2019–
• Independent of the significant shareholders

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

Positions of trust

• Talgraf Oy, Chairman of the Board
• Proventia Oy, Chairman of the Board
• PunaMusta Media Oyj, Chairman of the Board
• Treenimaailma SixQ Oy, Chairman of the Board
• HKScan Corporation, Kauppahuone Laakkonen Oy, Oy M-Filter Ab, Green Carbon Finland Oy, Board Member

Componenta shares

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

Tomas Hedenborg

b. 1959, M.Sc. (Tech.)

• Board Member since 2021–
• Independent of the company and of the significant shareholders of the company

Primary work experience

• Fabel Advisory Oy Ab, CEO, 2019–
• Orgallm, President, 2015–2019
• Fastems Oy Ab, Group CEO, 2013–2019
• DIMECC Ltd, Chairman, 2013–2017
• SLP Oy, Chairman, 2012–2016
• Finn-Power Oy, President and CEO, 2005–2011
• HBPO GmbH, President and CEO, 2001–2005
• Bertrand Faure Sitztechnik GmbH, Customer Unit Director, 1998–2001
• Bertrand Faure Sitztechnik GmbH, Vice President R&D, Automotive Seating, 1994–1998
• Valeo GmbH, R&D Manager, 1990–1994

Positions of trust

• Kemppi Oy, Board Member
• Meconet Oy, Board Member
• Ursviken Group Oy, Board Member
• Spinverse Oy, Board Member
• T-Drill Oy, Board Member

Componenta shares

Anne Leskelä

b. 1962, M.Sc. (Econ)

• Board Member since 2017–, Vice Chairman since 2019–
• Independent of the company and significant shareholders

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

Positions of trust

• Tammer Brands Oy, Chairman of the Board
• HKScan Corporation, Board Member
• Kojamo Plc, Board Member
• Robit Plc, Board Member
• Image Wear Oy, Board Member
• Merus Power Oyj, Board Member

Componenta shares

Petteri Walldén

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

• Board Member since 2017–, Chairman 2017–2019
• Independent of the company and significant shareholders

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

Positions of trust

• Jaakko Pohjola Oy, Chairman of the Board
• Alteams Oy, Board Member
• Veritautientutkimussäätiö, Board Member

Componenta shares

Corporate Governance Statement 2021

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Corporate executive team, 31 December 2021

Sami Sivuranta
b. 1975, M.Sc. (Eng.)
– President and CEO, 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 shares

3,897

Options*

• 2018A: 6,800
• 2018B: 5,566
• 2018C: 7,540

Marko Karppinen
b. 1971, M.Sc. (Econ.)
– CFO 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 shares

5,562

Options*

• 2018A: 6,800
• 2018B: 5,566
• 2018C: 7,540

Pasi Mäkinen
b. 1969, B.Sc. (Eng.)
– COO 2020–
– jMember 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 shares

5,620

Options*

• 2018A: 6,800
• 2018B: 5,566
• 2018C: 7,540

Hanna Seppänen
b. 1974, LL.M (University of Turku), LL.M (Stockholm University)
– General Counsel 2021–

Primary work experience

• Silli Solutions Oyj, Director, Legal, 2018–2021
• Terveystalo, General Counsel, 2013–2018
• Tallink Silja Oy, Legal Counsel, 2010–2013
• Asianajotoimisto Bird & Bird Oy, Associate, 2008–2010
• Orion Oyj, Legal Counsel, 2002–2008
• Turun yliopisto, Legal Counsel, 2001–2002

Positions of trust

• Emmy Clothing Company Oy, Board Member

Componenta shares

–

Options*

• 2018C: 7,542

• Each stock option entitles the holder to subscribe for two new shares in the company or shares held by the company.

Corporate Governance Statement 2021

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Contacts

COMPONENTA

Componenta Corporation, Head Office
Address: Teknobulevardi 7, FI-01530 Vantaa, Finland
Phone: +358 10 403 00
E-mail: firstname.lastname@componenta.com
www.commonenta.com