Raute Oyj — Remuneration Information 2024

Mar 8, 2024

REMUNERATION POLICY FOR GOVERNING BODIES

14.2.2024

CONTENTS

1. Introduction

• 1. Decision-making process
• 1. Remuneration of the Board of Directors
• 1. Remuneration of the President and CEO
• 1. Requirements for temporary deviation

1. INTRODUCTION

This is Raute Corporation's Remuneration Policy for Governing Bodies, which complies with the Securities Market Association's Finnish Corporate Governance Code 2020 and is valid after the approval of the Annual General Meeting for any remuneration or changes to remuneration agreed after the approval of the 2024 Annual General Meeting. This Remuneration Policy is consistent with the company's Code of Conduct and current practices.

The Company's Board of Directors approved this Policy on February 14, 2024.

The policy will be presented to the Annual General Meeting whenever material changes have been made to it, for example, based on feedback given at the meeting, however at least every four years.

Raute's remuneration is based on the following principles, which apply to all the company's bodies and persons employed by Raute:

Supporting the growth of the company's value

Through remuneration, we support the implementation of the company's mission, value proposition and strategy. We reward for the long-term growth of the company's value.

Ensuring operational excellence

We encourage strong performances and behavior that is in accordance with Raute's values. We reward world-class expertise, performances, and results.

Responsibility, consistency, and competitiveness

Remuneration is responsible and consistent and based on clear principles and structures. We offer a comprehensive and competitive remuneration package.

2. DECISION-MAKING PROCESS

The Annual General Meeting decides on the remuneration of the members of the Board of Directors. The proposal for the Annual General Meeting is prepared by the Shareholders' Nomination Board, in which the Chairman of the Board of Directors acts as an expert without being a member.

The Board of Directors decides on the remuneration of the President and CEO. In addition, the Board decides on the compensation paid to the President and CEO based on the expiry of the service contract. The Chair of the Board of Directors is responsible for preparing the decision proposal for the Board of Directors. Committees may be set up to support the work of the Board. The tasks of an appropriate committee may include the preparation of matters relating to the remuneration of the President and CEO.

The decision-making process in general is described in the following diagram.

Diagram: Decision-making process for remuneration

3. REMUNERATION OF THE BOARD OF DIRECTORS

The remuneration of the Board of Directors consists of annual remuneration that is paid for the term of office. In addition, Board members may be paid an additional fee for committee work based on their attendance at meetings. Fees and additional remuneration shall be paid in cash. Board members' travel expenses are compensated according to the company's travel policy.

The remuneration payable and the basis for its determination are decided by the Annual General Meeting. The Shareholders' Nomination Board prepares the proposal for the Annual General Meeting.

The members of the Board may not be employed by or have a service contract with the company. The company does not remunerate the Board members on any other grounds, nor does it grant them loans or provide any guarantees for them.

The members of the Board of Directors are not part of Raute's short- or long-term remuneration systems.

4. REMUNERATION OF THE PRESIDENT AND CEO

The remuneration of the President and CEO and their possible deputy is composed of the following:

• • Basic salary
• • Other benefits (e.g. car, housing, telephone)
• • Variable components such as short-term incentive plans (cash) and long-term incentive plans (shares where applicable)
• • Shareholding recommendation
• • Long-term benefits (e.g. pension, health, sickness)
• • Special remuneration
• • Terms and conditions of employment
• • Company rights and clawback terms.

The components of remuneration are described in the table on the next page.

5. REQUIREMENTS FOR TEMPORARY DEVIATION

Temporary deviation from the Remuneration Policy is possible in exceptional circumstances in which the company's operating preconditions change and the valid remuneration policy would no longer be sensible in these changed circumstances. Such situations could include, for example, a major corporate restructuring, the hiring of a President and CEO or President and CEO replacement, tax or other regulatory changes, or other extraordinary events.

The deviation must be necessary to ensure Raute's long-term interests, considering, among other things, Raute's long-term financial success, viability, competitiveness, and development of shareholder value.

A deviation may concern part or all of the Remuneration Policy, depending on the nature of the exceptional circumstance.

The Board of Directors decides on deviations from the Remuneration Policy.

A temporary deviation must be reported in the remuneration report to be published for the financial period in question. If deviating from the Remuneration Policy continues to the point that it cannot be deemed temporary, a new Remuneration Policy must be prepared to reflect the new situation.

REMUNERATION COMPONENTS	PURPOSES	DESCRIPTION AND GROUNDS FOR DETERMINATION
Basic salary	Fixed compensation for the President and CEO based on the difficulty, required competence and performance of the duties, as well as market practices for reference positions.	Fixed monthly salary, which may include fringe benefits. The Board evaluates the President and CEO's basic salary and overall remuneration annually. Possible changes are approved by the Board of Directors, and the proposal is prepared for the Board of Directors by the Chair of the Board of Directors. The basic salary is normally reviewed once a year and fixed for one year at a time. The basic salary is reviewed taking into account industry practices, market trends and the company's average salary increases. No maximum salary is set.
Other benefits	Benefits are designed to be competitive and in line with market practices, as well as to attract and commit.	Other benefits typically include car and mobile phone benefits. If the position of the President and CEO requires it, a housing benefit may also be used.
Short-term incentive plan	The goal of the short-term incentive plan is to encourage the President and CEO to manage the company based on the values, strategy and annual plans.	The earning period for the plan is one year. The earning potential of the President and CEO's short-term incentive is set at a competitive market level. The President and CEO's performance-based bonus may correspond to a maximum of approximately one year's fixed basic salary. The Board of Directors annually decides on the structure, targets and performance indicators of the President and CEO's performance-based bonus system. Possible bonuses are based on the achievement of the Group's financial targets and other targets that support the implementation of the strategy. At the end of the earning period, the Board of Directors assesses the outturn of the set targets. The bonus is paid once a year after the Annual General Meeting has confirmed the financial statements and the Board has approved the bonus. The incentive plan is in force for one year at a time.
Long-term incentive plan	The goal of the long-term incentive plan is to commit the President and CEO to the company and to targets that are in line with the shareholders' benefits.	The earning potential of the President and CEO's long-term incentive is set at a competitive market level. The long-term incentive plan's earning period is typically three years but not more than five years. The Board of Directors decides separately on a possible restriction period. The amount of the President and CEO's long-term incentive remuneration may correspond to, at the time of payment, a maximum of two years' fixed basic salary during the calendar year. The Board of Directors decides on the structure, targets and performance indicators of the incentive remuneration plan at the start of the earning period. Possible bonuses are based on the achievement of the Group's financial and other targets that support the implementation of the strategy. At the end of the earning period, the Board of Directors assesses the outturn of the set targets and approves the remuneration. The incentive remuneration is paid after the earning period and the possible restriction period. Part or all of the remuneration to be paid based on the incentive plan may be paid as shares or as other share-based benefits.
Shareholding recommendation	Ensures that the interests of the President and CEO and the shareholders are aligned.	According to the shareholding recommendation that the company complies with, the President and CEO is expected to use the share of the net remuneration of the long-term incentive plan specified by the Board of Directors to accrue his/her shareholding until the shareholding reaches the level specified by the Board of Directors.
Supplementary pension	A pension benefit that supplements statutory pensions.	The President and CEO can be part of a defined benefit or defined contribution supplementary pension insurance plan. The pension arrangements in force are reported annually in the remuneration report.
Insurance	Insurance cover according to market practices.	The President and CEO may have insurance benefits in line with market practices, such as sickness and health benefits.
Special remuneration	Used only in special circumstances.	Special remuneration may be related to, for example, the recruitment of a new President and CEO or corporate arrangements. In terms of its value, time frame and performance requirements, special remuneration must always be consistent with Raute's remuneration principles and approved by the Board of Directors.
Terms and conditions of employment	Ensures clear service contract terms.	The terms of the President and CEO's service contract are specified in writing in the President and CEO's service contract, which is approved by the Board of Directors. The President and CEO's service contract specifies the financial benefits of the service, including the severance package and any other compensation. The Board of Directors ensures that the financial benefits to be paid are consistent with the company's valid Remuneration Policy for Governing Bodies.
Company rights and clawback terms	Ensures that remuneration is based on actual achievements and results.	The Board of Directors has the discretionary right to change the set targets during the program period on justified grounds. The Board also has the right to defer or cancel the payment of remuneration under the short- and long-term incentive plans or to apply clawback terms to payments in exceptional circumstances, for instance in connection with possible misconduct or incorrect reporting of financial results.

RAUTE CORPORATION

Rautetie 2 P.O. BOX 69 15551 Nastola, Finland Tel. +358 3 829 11

firstname.lastname@raute.com info@raute.com

www.raute.com