Kemira Oyj

Remuneration Information • Mar 20, 2024

Kemira Oyj remuneration policy for the governing bodies

Approved by the Board of Directors on December 15, 2023 Presented to the Annual General Meeting of Shareholders on March 20, 2024

1. Purpose

The purpose of this Remuneration Policy is to provide a framework for the remuneration of the governing bodies of Kemira, and to provide investors with information about the remuneration of Kemira's governing bodies. This Policy describes the remuneration as required by Finnish Limited Liability Companies Act and the Finnish Corporate Governance Code 2020 issued by the Securities Market Association.

This Remuneration Policy replaces and supersedes the previous Remuneration Policy approved by the Board of Directors on December 17, 2019 and presented to the Annual General Meeting of Shareholders on May 5, 2020. The key changes in this Remuneration Policy compared to the superseded Remuneration Policy are setting of the maximum incentive caps to the short- and long-term incentive programs. In addition, some changes which are not deemed material have been made.

2. Scope

This Policy applies to the remuneration of the members of Board of Directors ("Board"), the managing director (i.e., President & CEO) ("CEO"), and the managing director's deputy in Kemira Oyj.

3. Key remuneration principles

The remuneration at Kemira is designed to drive the company's long-term financial success, business strategy, sustainability goals and positive development of the shareholder value.

Kemira's key remuneration principles are:

• Pay-for-performance is Kemira's main principle in remuneration. Kemira acknowledges and rewards good performance and achievements. Kemira strives to establish a clear link between the company and employee performance and success.
• Competitive, market driven remuneration ensures that Kemira can attract, motivate and retain the best employees for Kemira. Kemira regularly benchmarks its remuneration against the relevant geographic and industrial markets.
• Effective communication of remuneration principles and programs ensures transparency both internally and externally. Reward principles and programs are communicated to employees and external stakeholders.
• Compliance with local laws and Kemira's internal remuneration approval principles is a prerequisite for remuneration at Kemira. Kemira has implemented internal controls to ensure compliance.

These key remuneration principles are applied to the CEO as well as all Kemira employees.

4. Decision-making procedure

The General Meeting decides on the remuneration of the Board. The Nomination Board, consisting of the representatives of the four largest shareholders of Kemira Oyj, annually prepares a proposal for the next General Meeting concerning the composition and remuneration of the Board.

The Board decides the salaries, other remuneration, and the terms of service of the CEO based on the proposal by the Personnel and Remuneration Committee ("Committee"). The Board may delegate its decisionmaking authority to the Committee. To avoid conflicts of interest, the majority of the Committee members must be independent of the company, and the CEO or any member of the Management Board of Kemira may not be a member of the Committee. The CEO is not involved in the decision-making process of his or her remuneration.

The Committee has prepared this Policy for the Board's approval.

Incentive plans involving a share issue, an issue of option rights or special rights entitling one to shares must be based on a share issue approval by the General Meeting or an authorization by the General Meeting to the Board to decide on the share issue.

5. Remuneration of the Board

Kemira operates globally in competitive markets. To ensure the long-term success of the company, the members of the Board should have diverse and strong expertise. The remuneration of the Board aims to be competitive, helping Kemira to attract and retain the suitable capabilities to the Board.

The General Meeting may, at its discretion, decide to remunerate the Board with one or more types of remuneration, such as cash and shares.

The level of remuneration may vary according to the amount of work required from each member, taking into account their positions as the Chair or the Vice Chair and their role in the Board committees.

6. Remuneration of the CEO

6 . 1 R E M U N E R A T I O N A P P R O A C H A N D ELEMENTS

Kemira follows a total remuneration approach which aims to increase the long-term Kemira shareholder value by aligning the interest of the CEO and the shareholders. To ensure this alignment, the weighting of variable pay, and especially long-term incentive plans in the CEO's total remuneration opportunity is substantial.

Kemira aims to offer a competitive total remuneration to ensure that it can attract and retain the best CEO for the company. The competitiveness of the total remuneration is ensured through external comparisons that take into consideration the market conditions. The following remuneration elements may be included in the remuneration of the CEO:

ELEMENT	OBJECTIVE	DESCRIPTION
Fixed salary	To attract and retain the best CEO for the company.	Fixed salary is defined based on a variety of factors. It is set to be competitive compared to the market and the individual's competencies and experience.
		Fixed salary is typically reviewed annually.
Other benefits and programs	To complement the fixed salary in accordance with normal market practice.	The benefits may vary based on the home country of the CEO and can vary year by year.
		The CEO may be entitled to insurances, such as life and permanent disability, private accident, business travel, and directors' and officers' liability.
		Additional benefits and allowances may be offered in certain circumstances, such as in case of relocation or international assignment, in line with Kemira's global mobility policy.
		The CEO is also eligible to participate in programs which may be offered to other Kemira employees at any given point such as project and recognition awards.
Supplementary pension	To provide a competitive level of retirement income.	The CEO may be entitled to a supplementary defined contribution pension plan in accordance with the market practice.
		The details of the supplementary pension scheme are disclosed in the Remuneration Report.
Short-term incentives	To drive the annual objectives and priorities of the company, ensuring alignment with the company strategy and the shareholders' interests.	The CEO may be entitled to a short-term incentive plan. The target opportunity cannot exceed 50% of the annual fixed salary, and maximum opportunity is not more than double the opportunity at the target level.
		The criteria for the short-term incentive plan are decided annually by the Board. The short-term incentive plan criteria typically include both financial and non-financial objectives. The performance period is typically one financial year.
		Further details of the performance measures for each year are disclosed in the Remuneration Report.
Long-term incentives	To combine the interests of the shareholders and the CEO in order to increase the value of Kemira and to commit the CEO to Kemira.	The CEO may be entitled to a long-term incentive plan, which is typically share-based. The target opportunity, at grant, cannot exceed 125% of the annual fixed salary, and maximum opportunity is not more than double the opportunity at the target level.
		The criteria and other terms, including possible vesting periods of the long-term incentive plan are decided by the Board for each performance period separately. The criteria for the long-term incentive plan typically include financial and/or strategic objectives. The vesting periods of the long term-incentive plans are at least three years. Further details of the performance measures for each LTI grant will be disclosed in the Remuneration Report.
Share ownership recommendation	To encourage to build a meaningful shareholding in Kemira.	The CEO is recommended to accumulate and maintain a shareholding which is equivalent to the annual fixed salary.

At target performance, the majority of the CEO's remuneration typically consists of incentive plan rewards where remuneration is earned based on performance. A long-term performance-related pay opportunity shall form the majority of the incentive pay opportunity for the CEO.

6 . 2 T E R M A N D T E R M I N A T I O N O F T H E SERVICE CONTRACT

The service contract of the CEO is made for an indefinite period up until the agreed retirement age. The termination notice period, if any, and the severance payment, if any, are aligned with the market practices. The notice period and the severance payment are determined by the Board and agreed between the company and the CEO in his/her service contract. The notice period and any severance payment are disclosed in the Remuneration Report. The treatment of incentive awards will depend on the circumstances of departure in accordance with the incentive plan rules.

6 . 3 R E M U N E R A T I O N O F T H E M A N A G I N G DIRECTOR'S DEPUTY

The position of the managing director's deputy is held as a secondary position by a senior executive of the company appointed by the Board. Due to the secondary nature of the position, the company does not pay remuneration for holding this position. The deputy receives the remuneration that he/she receives based on his/her primary position in the company's organization.

In the event that the CEO is hindered to perform his/ her duties other than temporarily and, as a result, the managing director's deputy or any other person assumes the duties of an interim CEO, the Board may decide to remunerate the interim CEO in the same way as the CEO as described in this Policy.

6 . 4 T E R M S A N D C O N D I T I O N S F O R D E F E R R A L O F P A Y M E N T A N D P O S S I B L E CLAWBACK OF VARIABLE REMUNERATION

The Board has the right to fully or partially cancel or reclaim the variable remuneration of the CEO payable under the incentive plans in case of:

• manipulation of the results of the plan's criteria or performance levels,
• violation of law or Kemira's Code of Conduct or other unethical behavior,
• action against Kemira's business interest or violation of criminal or employment laws,
• restatement of Kemira Group's financial statements which affects the amount of the reward, and
• other circumstances decided by the Board and set out in the terms of the incentive plans.

6 . 5 N E W H I R E R E M U N E R A T I O N A P P R O A C H

When determining remuneration for a new CEO, the Board of Directors will consider the requirements of the role, the needs of the business, the relevant skills and experience of the individual, and the relevant external market for talent.

Where an individual is recruited externally for the CEO position, the Board of Directors will take into account the remuneration package of that individual in their prior role. Generally, the Board of Directors will seek to minimize the use of any new hire arrangements and to align the new CEO's remuneration to Kemira's Remuneration Policy. On occasions when deemed necessary and on a case-by-case basis, Kemira may make one-off awards to compensate the candidate for remuneration which the candidate held prior to joining Kemira, but which lapsed upon the candidate leaving their previous employer, or as an incentive to join Kemira. The rationale and detail of

any such arrangement made either in shares or cash is disclosed in the Remuneration Report.

Where an individual is appointed to the CEO position as a result of internal promotion or following a corporate transaction (e.g., an acquisition), the Board of Directors retains the opportunity to honor any legally binding legacy arrangements agreed prior to the individual's appointment.

7. Conditions for temporary derogation from this Policy

Kemira may exceptionally temporarily derogate from this Policy provided that the derogation is necessary to secure the long-term interests of the company. Such interests may include, for example, the long-term financial success and competitiveness of the company and the development of the shareholder value.

The derogation is possible if the core business conditions of the company have changed after the General Meeting where this policy was presented to the shareholders, for example, due to:

• a change of the CEO,
• material merger, acquisition, demerger or other corporate restructuring involving Kemira Oyj or a significant part of Kemira group of companies,
• material regulatory changes, such as taxation,
• a material change of Kemira's business strategy, financial position, or market conditions.

The company may deviate from the substantive provisions of this policy governing the remuneration elements, terms and conditions of the service contract or the short- and long-term incentive plans applicable to the CEO. The company may not deviate from the provisions governing the decision-making procedures.

To the extent of the derogation concerning the CEO, the derogation must be prepared by the Committee and approved by the Board. To the extent of the derogation concerning the Board, the derogation must be approved by the General Meeting.

If the derogation from this Policy is expected to continue longer than on a temporary basis, the company shall prepare an updated policy to be discussed at the next Annual General Meeting.

8. Validity

This Policy has been approved by Kemira Oyj Board on December 15, 2023 and enters into force on January 1, 2024. This Policy is presented to the Annual General Meeting of Shareholders of Kemira Oyj on March 20, 2024. This Policy shall be reviewed and, if necessary, revised by December 31, 2027 at the latest and presented to the Annual General Meeting in 2028 at the latest.