Componenta Oyj — Share Issue/Capital Change 2023

Apr 13, 2023

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Componenta Corporation / Stock options 2023

Componenta Corporation Stock options 2023

The Board of Directors of Componenta Corporation (the Board) has on 13 April 2023 resolved, by virtue of an authorization granted by the Annual General Meeting of Shareholders of Componenta Corporation (the Company) held on 13 April 2023, to issue stock options to the key employees of the Company and its subsidiaries (jointly the Group), on the following terms and conditions:

I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The maximum total number of stock options issued is 400,000, and they entitle their owners to subscribe for a maximum total of 400,000 new shares in the Company or existing shares held by the Company (the Share). The Board resolves whether new Shares or existing Shares held by the Company are given to subscribers.

2. Stock Options

Of the stock options, 133,348 are marked with the symbol 2023A, 133,326 are marked with the symbol 2023B and 133,326 are marked with the symbol 2023C. The Board has the right to convert stock options held by the Company from one stock option class to another.

3. Right to Stock Options

The stock options are issued gratuitously to the key employees of the Group. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive and commitment program for the key employees.

4. Distribution of Stock Options

The Board resolves upon the distribution of stock options to the key employees employed by or to be recruited by a company belonging to the Group (Group Company). The Board may resolve on particular additional provisions concerning the receipt of stock options. The Board resolves upon the further distribution of the stock options returned later to the Company. Distribution of stock options to the key employees outside Finland may be restricted, or it may be subject to additional terms based on local laws and other regulations.

The people, to whom stock options are distributed, are notified in writing by the Board about the offer of stock options. The stock options are delivered to the recipient when they have accepted the offer of the Board.

The stock options are regarded as a discretionary and nonrecurring part of compensation. The stock options are not regarded as a part of a stock option recipient's employment or director contract, and they are not regarded as a salary or fringe benefit. A stock option recipient has, during their employment, service or thereafter, no right to receive compensation for stock options on any grounds.

A stock option recipient is liable for all taxes and tax-related consequences arising from receiving or exercising stock options.

The Company pays the transfer tax connected to the receipt of Shares based on stock options, when applicable. The transfer tax paid by the Company may be taxable income for the stock option owner.

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Componenta Corporation / Stock options 2023

5. Transfer of Stock Options

The Company holds the stock options on behalf of the stock option owner until the beginning of the Share subscription period unless otherwise provided by Section II.7. The stock options may freely be transferred and pledged, when the relevant Share subscription period has begun. The Board may, however, permit the transfer or pledge of stock options also before such date. If the stock option owner transfers or pledges their stock options, they are obliged to inform the Company about the transfer or pledge in writing, without delay. The Board may, at its discretion, resolve to restrict the transfer of stock options in certain countries, e.g. for legal or administrative reasons.

6. Termination of Employment or Service before Share Subscription Period

6.1. Termination or Cancellation of Employment or Director Contract

If a stock option owner terminates their employment or director contract, or if a Group Company terminates or cancels the stock option owner's employment or director contract, such stock option owner will, without delay, forfeit to the Company or its designee, without compensation, such stock options for which the Share subscription period specified in Section II.2 has not commenced, on the day on which the notice of termination or cancellation of employment or director contract has been given. As an exception to the above, the Board may resolve that the stock option owner may keep such stock options, or a part of them.

In these terms and conditions, termination of a stock option owner's employment or director contract refers to the day when the notice of termination or cancellation has been given.

6.2. Termination of Employment or Director Contract on Good Leaver Grounds

Good Leaver Grounds are the following:

• a corporate re-arrangement,
• a transfer of business,
• a Group Company's ceasing belonging to the Group,
• a stock option owner's permanent disability,
• a stock option owner's retirement for a statutory pension,
• a stock option owner's retirement for a pension as defined in the stock option owner's employment or director contract,
• a stock option owner's retirement for a pension as determined by the Company,
• a stock option owner's decease.

If a stock option owner's employment or director contract in a Group Company terminates on a Good Leaver ground, the Board will resolve whether the stock option owner or their estate or heir or beneficiary is entitled to keep such stock options that the Board has distributed to them, or a part of them, for which the Share subscription period specified in Section II.2 has not commenced on the last day of validity of the employment or director contract. When resolving on the right to stock options, the Board may take into account, e.g., the duration of the employment or director contract before the commencement of the Share subscription period specified in Section II.2.

In these terms and conditions, termination of a stock option owner's employment or director contract on Good Leaver grounds refers to the last day of validity of the employment or director contract.

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Componenta Corporation / Stock options 2023

7. Incorporation of Stock Options into Book-Entry Securities System

The Board may resolve on incorporation of the stock options into the book-entry securities system. If the stock options having been incorporated into the book-entry securities system, the Company will have the right to request and get transferred all forfeited stock options, from the stock option owner's book-entry account on the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company will be entitled to register transfer restrictions and other respective restrictions concerning the stock options on the stock option owner's book-entry account, without the consent of the stock option owner, until the commencement of the Share subscription period.

II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to subscribe for Shares

Each stock option entitles its owner to subscribe for one (1) new Share in the Company or an existing Share held by the Company. The Share subscription price is be credited to the reserve for invested unrestricted equity.

2. Share Subscription and Payment

The Share subscription period is

• for stock options 2023A, 1 June 2026–31 May 2028
• for stock options 2023B, 1 June 2027–31 May 2029
• for stock options 2023C, 1 June 2028–31 May 2030.

If the last day of the Share subscription period is not a banking day, the Share subscription may be made on a banking day following the last Share subscription day.

Share subscriptions take place at the head office of the Company or possibly at another location and in the manner determined later. Upon subscription, payment for the Shares subscribed for, is made to the bank account designated by the Company. The Board resolves on all measures concerning the Share subscription.

3. Share Subscription Price

The Share subscription price is:

• for stock option 2023A, the trade volume weighted average quotation of the Share on Nasdaq Helsinki Ltd. during 21 April–22 May 2023
• for stock option 2023B, the trade volume weighted average quotation of the Share on Nasdaq Helsinki Ltd. during 22 April–21 May 2024
• for stock option 2023C, the trade volume weighted average quotation of the Share on Nasdaq Helsinki Ltd. during 17 April–19 May 2025.

If the dividend ex date fall on the period for determination of the Share subscription price, such dividend is added to the trading prices of the Share trading made as from the dividend ex date, when calculating the trade volume weighted average quotation of the Share. If the Company distribute assets from reserves of unrestricted equity, or distribute share capital to the shareholders, the proceedings are similar.

The Share subscription price of the stock options may be decreased in certain cases mentioned in Section 7 below. The Share subscription price, nevertheless, always amounts to at least EUR 0.01.

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Componenta Corporation / Stock options 2023

4. Registration of Shares

Shares subscribed for and fully paid are registered on the book-entry account of the subscriber.

5. Shareholder Rights

The dividend rights of the new Shares and other shareholder rights commence upon the entry of the Shares into the Trade Register.

If existing Shares, held by the Company, be given to the subscriber of Shares, the subscriber will be given the right to dividend and other shareholder rights once the Shares are registered on their book-entry account.

6. Share Issues, Stock Options and Other Special Rights entitling to Shares before Share Subscription

If the Company, before the Share subscription, resolves on an issue of shares or an issue of new stock options or other special rights entitling to shares so that the shareholders have pre-emptive rights to subscription, a stock option owner will have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board by adjusting the number of Shares available for subscription, the Share subscription prices or both of these.

A directed issue of shares or a directed issue of new stock options or other special rights entitling to shares, has no impact on the rights of the stock option owners, unless the Board resolves otherwise for special reasons.

7. Rights in Certain Cases

7.1. Distribution of Assets

If the Company distributes dividends or assets from reserves of unrestricted equity, the Share subscription price of the stock options will be deducted by the amount of the dividend or the amount of the distributable unrestricted equity per share resolved after the beginning of the period for determination of the Share subscription price but before Share subscription, on each dividend record date or each record date of the repayment of equity.

If the Company reduces its share capital by distributing share capital to the shareholders, the Share subscription price of the stock options will be deducted by the amount of the distributable share capital per share resolved after the beginning of the period for determination of the Share subscription price but before Share subscription, on the record date of the repayment of share capital.

7.2. Acquisition or Redemption of Own Shares and Acquisition of Stock Options and Other Special Rights entitling to Shares

Acquisition or redemption of the Company's own shares or acquisition of stock options or other special rights entitling to shares has no impact on the rights of the stock option owner. If the Company, however, resolves to acquire or redeem its own shares from all shareholders, the stock option owners will be made an equivalent offer.

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Componenta Corporation / Stock options 2023

7.3. Placing the Company in Liquidation, or Deregistration of Company

If the Company is be placed in liquidation before the Share subscription, the stock option owner will be given an opportunity to exercise their Share subscription right, within a period of time determined by the Board. If the Company is deregistered, before the Share subscription, the stock option owner will have the same right as, or an equal right to, that of a shareholder.

7.4 Merger, Demerger or Transfer of Domicile

If, before the Share subscription,

• the Company resolves to merge with another company as a merging company or merge with a company to be formed in a combination merger, or
• the Company resolves to be demerged entirely,

the stock option owners will, prior to the registration of the execution of a merger or a demerger, be given the right to subscribe for Shares with their stock options, within a period of time determined by the Board. Alternatively, the Board may give a stock option owner the right to convert the stock options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board, or the Board may give a stock option owner the right to sell stock options prior to the registration of the execution of a merger or a demerger. After such period, no Share subscription right or conversion right exists.

The same proceeding applies to cross-border mergers or demergers, or if the Company, after having registered itself as a European Company (Societas Europae), or otherwise, registers a transfer of its domicile from Finland into another member state of the European Economic Area.

The Board resolves on the impact of potential partial demerger on the stock options.

In the above situations, the stock option owners have no right to require that the Company redeems the stock options from them at fair value.

7.5. Redemption Right and Obligation

If a redemption right and obligation to all of the Company's shares, as referred to in Chapter 18 Section 1 of the Finnish Limited Liability Companies Act, arises to any of the shareholders, prior to the end of the Share subscription period, on the basis that a shareholder possesses over 90 percent of the shares and the votes of the shares of the Company, the stock option owners will be given a possibility to use their right of Share subscription by virtue of the stock options, within a period of time determined by the Board, or the stock option owners will have an equal obligation to that of shareholders to transfer their stock options to the redeemer, despite the transfer right defined in Section I.5 above.

III OTHER MATTERS

1. Applicable Law and Settlement of Disputes

These terms and conditions are governed by the laws of Finland. Controversy or claim arising out of or relating to these stock options, or the breach, termination, or validity thereof, will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators will be one. The seat of arbitration will be Helsinki, Finland, and the language of the arbitration will be Finnish or English.

Stock options may be distributed to individuals who are located outside Finland. The stock option plan will be operated in a way which complies with the law wherever the individuals are located. If the stock option plan needs to be completed or amended in any way in order to comply with local law (whether in general or in relation to any particular stock option allocation, including stock option

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Componenta Corporation / Stock options 2023

allocations already made) then the Board may make such additions and/or amendments as it considers reasonably necessary and desirable, within the requirements of the laws of Finland.

2. Amendment and Interpretation of Terms and Conditions

The Board is entitled to interpret the terms and conditions of the stock options.

The Board operates the stock options and all matters relating thereto. The Board resolutions on any matters relating to the stock options are final and binding on all parties. The Board may delegate certain matters relating to the stock options to a Board committee or individuals within the Company as it sees fit.

The Board may resolve on the technical amendments to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered as essential. Other matters related to the stock options are resolved on by the Board, and the Board may give stipulations binding on the stock option owners.

3. Data Protection

The Company may maintain a register of the stock option owners to which the stock option owners' personal data is recorded. A stock option owner acknowledges that the data is administered and processed by the Company, or any third party designated by the Company for the purposes of operation of the stock option plan. A stock option owner is entitled to request access to the data referring to them and held by the Company. The Company may send all announcements regarding the stock options to the stock option owners by e-mail. Further information on processing of personal data is available from a person responsible for HR issues.

4. Administration of Stock Options

If the stock option owner acts against these terms and conditions, or against the instructions given by the Company, on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities, the Company will be entitled to gratuitously withdraw the stock options which have not been transferred, or with which Shares have not been subscribed for, from the stock option owner.

These terms and conditions have been prepared in Finnish. In the case of any discrepancy between the Finnish version and potential translations, the Finnish will prevail.